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06-1023_PSOMAS_Personal Services Agreement (2)0 0 PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into thi _ day of _aCtU,v, _ 2006, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and PSOMAS, (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant for the Assessment of Additional Ground Water Recovery Plant Well Sites; and WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by Consultant shall consist of those tasks as set forth in Exhibit 'A," Described as PSOMAS's Proposal to Conduct Pre -installation activities and fee proposal for the Installation, Development and Production Test of Two Pilot Test Wells that will be used for Design of Production Wells dated September 29, 2006, attached and incorporated herein by reference. Consultant warrants that all of its services shall be performed in a competent, professional and satisfactory manner and in accordance with the prevalent standards of its profession. Section 2. Term. This Agreement shall commence on the effective date of this Agreement and services required hereunder shall be completed by no later 120 days from the date of Notice to Proceed. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed Seven Thousand Five Hundred Dollars ($7,500.00) as set forth in Exhibit "A." 3.2 Rate Schedule. 1 0 0 The services shall be billed to the City at the hourly rate set forth in Exhibit "A," attached and incorporated herein by reference. Included within the compensation are all the Consultant's ordinary office and overhead expenses incurred by it, its agents and employees, including meetings with the City representatives and incidental costs to perform the stipulated services. Submittals shall be in accordance with Consultant's proposal. 3.3 Method of Payment. Consultant shall submit monthly invoices based on total services, which have been satisfactorily completed and specifying a percentage of projected completion for approval by the City. The City will pay monthly progress payments based on approved invoices in accordance with this Section. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. 3.4 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to City. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of City, and shall obtain no rights to any benefits which accrue to City's employees. Section 5. Limitations Upon Subcontractina and Assianment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. �J U In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiarity with Work and Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) it has investigated the proposed construction site, including the location of all observable utilities, and is aware of all observable conditions there; and (3) it understands the facilities, difficulties and restrictions of the work under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the contract period, Consultant shall have delivered to City at least one (1) copy of any final reports and architectural drawings containing Consultant's findings, conclusions, and recommendations with any support documentation. All reports submitted to the City shall be in reproducible format. All services to be rendered hereunder shall be subject to the direction and approval of the City. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are 3 0 0 confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. City's reuse of such materials on a project other than the Recycled Water Supply System shall be at the City's sole risk. Section 13. Indemnity. Consultant agrees to protect, defend and hold harmless City, its elected and appointed officials and employees from any and all claims, liabilities, expenses or damages of any nature, including attorneys' fees, for injury or death of any person or damage to property or interference with use of property to the extent resulting form the negligent or other wrongful acts, errors and omissions committed by Consultant arising out of or in connection with the work, operation or activities of Consultant, its agents, employees and subcontractors in carrying out its obligations under this Agreement. Consultants liability hereunder shall be limited to the grater of Consultant's fee or $50,000. Section 14. Insurance. Insurance required herein shall be valid for a minimum of one year, or term of contract, whichever is longer, and it shall be provided by Admitted Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A - Class VII or better. 14.1 Comprehensive General Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in the following minimum amounts: $500,000 property damage; $500,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period. If subject to a general aggregate, such aggregates shall be at least $1,000,000. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non - owned vehicles in the following minimum amounts: El 0 0 $500,000 property damage; $500,000 injury to one person/any one occurrence/not limited to contractual period; $1,000,000 injury to more than one person/any one occurrence/not limited to contractual period 14.3 Worker's Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Worker's Compensation Employer's Liability Insurance in the statutory amount as required by state law. 14.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Consultant shall submit the insurance certificates, including the deductible or self -retention amount, and an additional insured endorsement to the Consultant's general liability and umbrella liability policies to the City Clerk's office for certification that the insurance requirements of this Agreement have been satisfied. 14.5 Errors and Omissions Coverage Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amount of not less than One Million Dollars ($1,000,000). Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the Clerk of the Board's office for certification that the insurance requirements of this Agreement have been satisfied. 14.6 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' written notice is given to City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 14.7 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.8 Notice to Proceed. 5 0 0 Consultant shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City and Consultant shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to the other party In addition, this Agreement may be terminated for cause by providing ten (10) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 16. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Public Works Director To Consultant: PSOMAS 3187 red Hill Avenue Costa Mesa, CA 92626 Attn: John R. Thornton, Vice President / Principal Section 17. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 18. Dispute Resolution. In the event of a dispute where the amount in controversy does not exceed the greater of the consultants fee or $50,000 arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). 11 0 0 Section 19. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATTEST: R. Monahan, City Clerk APP V D AS TO FORM: John q. Shaw, City Attorney 7 CITY OF SAN JUAN CAPISTRANO By: zF G� David F. Adams, City Manager CONSULTANT in Jahn R. Thornton, Vice President / Principal Infamatim andEngin�ing Sdutmns September 29, 2006 Mr. Eric Bauman City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Subject: Proposal to Conduct Pre -installation activities for the Installation, Development and Production Test of Two Pilot Test Wells that will be used for Design of Production Wells for the City of San Juan Capistrano, California. Dear Mr. Bauman: Psomas is pleased to submit this proposal to conduct pre -installation activities associated with the installation, development and production test of two pilot wells in the City of San Juan Capistrano (CSJC), California. This proposal is based on your e-mail dated August 30, 2006 requesting test borings at the Ricardo and North Cooks well sites and subsequent discussion concerning pre -installation activities for the proposed test wells. BACKGROUND In an effort to enhance groundwater production in the lower San Juan Creek groundwater basin, the CSJC is seeking suitable sites to expand existing production. Two potential sites have been selected and include a location near existing San Juan Basin Authority (SJBA) monitoring well MW -07 referred to as the Ricardo Well site and another well located near existing SJBA monitoring well MW -04. Psomas' understanding is that the CSJC wishes to develop test borings in these areas to evaluate the suitability of these sites for a full size production wells. In addition, the CSJC wishes to evaluate other sites in proximity to the existing SJBA monitoring wells (MW -07 & MW -04) to assess if these locations could be used as alternative production well locations. 3187 FS] HII A� Site 2D Rha Mesa, CA fF6G' 7147517M 714.5458833 Fac .psn, EXHIBIT "A" PSOMAS Pre -Installation Activities Proposal for Pilot Test Wells Page 2 of 4 September 29, 2006 APPROACH Psomas will conduct those critical elements for the pre -installation of pilot test well program to facilitate mobilization to the field following approval of the overall pilot test well program. The critical elements that need to be performed first before any field work include the following: 1. Obtain well permits for the proposed wells; 2. Conduct an Underground Service Alert notification and have the well/boring locations cleared for potential utilities; 3. Prepare drill and well completion specifications and obtain a firm bid from a drilling contractor; 4. Assess what, if any, requirements (from the various City entities [e.g. Parks Department] will be needed to place wells at the various proposed locations; 5. Assess what, if any, requirements will be needed to discharge test water in the sewer and/or landscaped areas near the proposed pilot test wells. SCOPE OF SERVICES Pre -Installation Activities Well Permits Psomas will obtain well permits from the Orange County Environmental Health Department for the installation of the pilot test wells. Utility Clearance The proposed well locations will be marked and Psomas will notify Underground Service Alert (USA) and obtain clearance for the proposed pilot test well locations. Drill and Pilot Well Completion Specifications Psomas will prepare drill and well completion specifications for the pilot test wells. The specifications will be used to obtain firm bids from prospective drillers to perform the anticipated work. City Department Coordination With the assistance of the City Engineering Department, Psomas will contact responsible entities within the city to assess what requirements/coordination will be required to perform the anticipated well drilling, completion and testing. PSOMAS Pre -Installation Activities Proposal for Pilot Test Wells Page 3 of September 29, 2006 Well Production Water Disposition With the assistance of the City Engineering Department, Psomas will contact responsible entities within the city to assess what requirements/coordination will be required to discharge well development and aquifer test production water to the sewer system and/or for irrigation of the adjacent landscaped areas located near the proposed pilot test well locations. SCHEDULE Following notice to proceed, the proposed scope of work could be completed in approximately 1 month. COST ESTIMATE The proposed scope of work will be conducted on a time and materials basis with an estimated total cost of $7,500. LIST OF ASSUMPTIONS The following assumptions were used in developing the schedule and associated cost estimate for this project. 1. Psomas and its subcontractors will be given unencumbered access to the proposed pilot test well locations. 2. The CSJC will assist Psomas in coordination and discussions with other city departments to perform the anticipated work. 3. The CSJC will respond in a timely manner to requests for information as required. All work will be performed in accordance with the attached agreement which is included and made part of this proposal. PSOMAS Pre -Installation Activities Proposal for Pilot Test Wells Page 4 of 4 September 29, 2006 We appreciate the opportunity to submit this proposal and look forward to working with you on this project. Please indicate your acceptance by signing below and returning a copy to me or call me or Michael Donovan if you have any questions. Very truly yours, PSOMAS { John R. Thornton, P.E. Principal and Vice President cc: Michael P. Donovan Accepted: City of San Juan Capistrano Date: