07-0723_MALCOLM PIRNIE_Personal Services Agreement0 0
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into thira-,�3d�of
2007, by and between the City of San Juan Capistrano (hereinafter ni fe red t s the
"City") and Malcolm Pirnie, Inc. (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to develop a Study Plan to assess the water quality issues associated with
persistent colored water complaints in the City's distribution system; 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" 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 than 180 days.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this Project shall not exceed
twelve thousand six hundred and forty eight dollars ($12,648.00) as set forth in Exhibit "A,"
attached and incorporated herein by reference.
3.2 Rate Schedule.
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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 Subcontracting and Assignment.
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.
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Section 6. Changes to Scope of Work.
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 utilities, and is aware of all 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
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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 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.
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 and for 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.
Section 14. Insurance.
Insurance required herein 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;
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$1,000,000 injury to more than one person/any one occurrence/not limited to
contractual period.
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:
$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 using ISO form CG 20 10 11 85 (in no event with an edition date later than 1990)
to the City's General Counsel 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 City's General Counsel for certification that the
insurance requirements of this Agreement have been satisfied.
14.6 Notice of Cancel lation/Term!nation 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
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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.
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: Director of Public Works
To Consultant: Malcolm Pirnie, Inc.
8001 Irvine Center Drive, Suite 1100
Irvine, CA 92618
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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 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").
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.
CITY OF SAN JUAN CAPISTRANO
David F. Adams, City Manager
MALCOLM PIRNIE, INC.
By. A,
S:
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V
M4Wtt R. M a an, Cfty CI
APPROVED AS TO FORM:
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John R. S aw, City Attorney ' V
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City of San Juan Capistrano
Colored Water Study Plan Development
The City of San Juan Capistrano has requested that Malcolm Pirnie Inc., (MP)
prepare a proposal to develop a Study Plan to assess the water quality issues
associated with persistent colored water complaints in the City's distribution
system. It is our understanding that this Study Plan will be utilized by the City to
prepare a scope of work to perform the study and execute the plan. This scope
will develop a Study Plan to further assess the water quality being produced by
the GWRP, the quality of the water in the distribution system currently, the quality
to the water imported and produced by the system wells, the effect of the recently
started valve turning program, and the potential impacts in the distribution system
of the aforementioned to help identify the source of colored water complaints.
The following scope provides a description of the tasks proposed by MPI, and the
level of effort estimated for each task completion. Additional as -needed tasks
that are identified by the City may be added as this evaluation proceeds.
Scope of Services
Task I. Data Collection
Malcolm Pirnie will receive from the City the pertinent data related to the
customer complaints, the water quality being produced by the GWRP, the quality
of the water in the distribution system currently, the quality to the water imported
and produced by the system wells, and the valve turning program. Malcolm
Pirnie will review the data provided by the City and prepare a list of any additional
data required to prepare the Study Plan.
Estimated Malcolm Pirnie Staff Hours:
Vice President (EC)
2 hours @ $258/hr.
Senior Project Engineer (E6):
2 hours @ $176/hr
Project Engineer (E4/5):
8 hours @ $150/hr.
Administrative (A3):
2 hours @ $80/hr.
Estimated Task Hours: 14
Estimated Labor Fee: $2,228
Estimated ODCs: $300
Estimated Total Task Fee: $2,528
Task II. Plan Development
Exhibit A
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This Task will include a review of the data provided by the City and development
of a Study Plan to assess the water quality issues associated with the color
complaints. Two of Malcolm Pirnie's senior water quality experts, Zaid
Chowdhury and Mike McGuire will develop a detailed plan, including a list of
specific tasks, to study these water quality issues during a 4 -hour internal
meeting. The City will be invited to attend and participate in this meeting at
Malcolm Pirnie's Irvine office.
A Draft Study Plan will be submitted to the City at the conclusion of this 4 -hour
meeting, and a Final Study Plan will incorporate the City's comments on the
Draft.
Estimated Malcolm Pirnie Staff Hours:
Vice President (EC)
Senior Project Engineer (E6):
Project Engineer (E4/5):
Administrative (A3):
Estimated Task Hours:
Estimated Labor Fee:
Estimated ODCs:
Estimated Total Task Fee:
16 hours @ $258/hr.
4 hours @ $176/hr.
14 hours @ $150/hr.
2 hours @ $80/hr.
30
$7,092
$500
$7,592
Total Fee (Sum of Tasks I and II): $10,120
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32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493.1053 FAX
www.sanjuancapistrano.org
TRANSMITTAL
TO:
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1776
Steve Diamond
Malcolm Pirnie, Inc.
8001 Irvine Center Drive, Suite 1100
Irvine, CA 92618
DATE: July 23, 2007
FROM: Maria Morris, Deputy City Clerk (949) 443-6309
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
THOMAS W. HRIBAR
MARK NIELSEN
JOE SOTO
DR. LONDRES USO
RE: Personal Services Agreement — Water Quality Issues with City's Distribution System
Thank you for providing documentation confirming compliance with the terms of the agreement
related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
this agreement. If you have questions related to insurance requirements, please call me at
(949) 443-6309.
If you have questions concerning the agreement, please contact Eric Bauman, Water
Engineering Manager (949) 487-4312.
An original agreement is enclosed for your records.
Cc: Eric Bauman, Water Engineering Manager
San Juan Capistrano: Preserving the Past to Enhance the Future
0 Printed on 100% recydetl paper
0T:�
32400 PASEO ADEI-ANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 493-1171
(949) 493-1053 PAx
www.san)iianc,apistrano.org
•
July 10, 2007
Steve Diamond
Malcolm Pirnie, Inc.
8001 Irvine Center Drive, Suite 1100
Irvine, CA 92618
Dear Mr. Diamond:
MEMBERS OF THE CITY COUNCIL
An agreement for to develop a study plan to assess the water quality issues associated
with persistent colored water complaints in the City's distribution system is in the
process of being executed. It will be issued upon receipt of required documentation
related to contract terms under
Section 14 Insurance.
Insurance evidence may be faxed to (949) 493-1053 — ATTENTION CITY CLERK --
followed by original signed documents. I have enclosed a copy of the agreement terms
for your reference in supplying this documentation.
If you have questions specific to the contact, please contact the project manager,
Eric Bauman, Water Engineer Manager (949) 487-4312. Please call me at
(949) 443-6309 if you have questions regarding the forms of insurance needed.
Thank you,
Maria Morris
Deputy City Clerk
cc: Eric Bauman, Water Engineer Manager
Enclosure
San Juan Capistrano: Preserving the Past to Enhance the Future
0 Printed on 1000/, recycled paper
SAM ALLEVATO
THOMAS W. HRIBAR
MARK NIELSEN
JOE SOTO
DR. LONDRES USO
eo
An agreement for to develop a study plan to assess the water quality issues associated
with persistent colored water complaints in the City's distribution system is in the
process of being executed. It will be issued upon receipt of required documentation
related to contract terms under
Section 14 Insurance.
Insurance evidence may be faxed to (949) 493-1053 — ATTENTION CITY CLERK --
followed by original signed documents. I have enclosed a copy of the agreement terms
for your reference in supplying this documentation.
If you have questions specific to the contact, please contact the project manager,
Eric Bauman, Water Engineer Manager (949) 487-4312. Please call me at
(949) 443-6309 if you have questions regarding the forms of insurance needed.
Thank you,
Maria Morris
Deputy City Clerk
cc: Eric Bauman, Water Engineer Manager
Enclosure
San Juan Capistrano: Preserving the Past to Enhance the Future
0 Printed on 1000/, recycled paper