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08-0212_IWATER_Personal Services Agreement0 0 PERSONAL SERVICES AGREEMENT THIS AGREEMENT is ma , entered into, and shall become effective this _ \-D:::- day aday of 20y and between the City of San Juan Capistrano (hereinafter referred t as he "City") and iWater (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to Directionally Flush the 250S 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 the City shall consist of those tasks as set forth in Exhibit' A," described as iWater Inc.'s proposal 207239, attached and incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit "A" and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Term. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than 365 days, or one year. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed Forty Five Hundred Dollars ($4500) total contract amount, without prior authorization, as set forth in Exhibit 'A" attached and incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The City will pay monthly progress payments based on approved invoices in accordance with this Section. 0 0 3.3 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. Section 6. Chances to Scope of Work. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra 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/or Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, 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 to be performed 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 the 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. 0 0 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 work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or 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 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 damages arising from the negligence, recklessness, or willful misconduct of Consultant in Consultant's performance under this agreement. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this 0 9 Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. 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 an amount not less than one million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. 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 an amount not less than one million dollars per occurrence ($1,000,000.00). 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 naming City, its officers, employees, agents, and volunteers as additional insureds as respects each of the following: Liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 4 0 0 14.5 Errors and Omissions Coverage Errors and Omissions Coverage (professional liability coverage) is not required for this work. 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. 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 shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Consultant. In addition, this Agreement may be terminated by any party 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: iWater, Inc. 11 Marconi, Ste. A 5 Irvine, CA 92618 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 Aareement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. S(GNATUV-E PAGIE� -1FoUwu1S 2 0 0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. ATT Margar R. onahan, PVIerk APPROVED AS TO FORM: L�Y�l Omar Sanddval, City Attorney CITY OF SAN JUAN CAPISTRANO By: tr-•W :::F-- c v�V David F. Adams, City Manager CONSULTANT 7 Water, Inc. 11 Marconi, Suite A Irvine, CA 92618 Office: 949-768-4549 Fax: 949-768-4155 Contractor License #: C4 A 783766 6Water City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 AWN: Eric Bauman; Fax: 949-493-3955 Estimate DATE ESTIMATE # 12/7/2007 207239 Service Area City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 ATTN: Eric Bauman; Fax: 949-493-3955 PL&Ast Vl.s11 UUK witss11tAis www.twarer.org ATTACHMENT NOTE: A separate charge will be invoiced for each request for Additional Insured and Waiver of Subrogation. REP TERMS Project DR Net 30 ITEM DESCRIPTION CITY COST TOTAL: Hydrant Flush Close all distribution valves to create directional 10 450.00 4,500.00 flow and reopen them after the required amount of water is flowed. Flush hydrant until the water is clear, TDS is approximately zero and chlorine level is in requested range. Static pressure, p'itot pressure, flow rate and total gallons of water discharged will be recorded. Reports will include hydrant locations, pressures, operational status and map locations. Orange County Sales Tax 7.75% 0.00 APPROVAL: DATE: TOTAL: $4•500•00 PL&Ast Vl.s11 UUK witss11tAis www.twarer.org ATTACHMENT NOTE: A separate charge will be invoiced for each request for Additional Insured and Waiver of Subrogation. C� 32400 PASEO ADEL NTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493.1053 FAx www.sanjtiancapistrano.org TRANSMITTAL TO iWater Attn: Heather Short 11 Marconi, Suite A Irvine, CA 92618 DATE: February 12, 2008 Javan MID IIATID Ff1A1tIA FB 1961 1776 FROM: Christy Swanson, Administrative Specialist (949) 443-6310 RE: Personal Services Agreement — Directionally Flush the 250S system MEMBERS OF THE CITY COUNCIL SAM ALLEVATO THOMAS W. HRIBAR MARK NIELSEN JOE SOTO OR. LONDRES USO 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 contact Maria Morris, Deputy City Clerk at (949) 443-6309. If you have questions concerning the agreement, please contact Eric Bauman, Water Engineering Manager at (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 �, printed on 100% recycled paper I 22/20/2007 17:28 949768 0 PAGE 01 6water FAX TRANSMITTAL COVER Date: 12/20/07 To: Kristen With: City of San Juan Capistrano Re: Certificates of Insurance Kristen - Fax#: (949)493-3955 From: Heather Short Pages: 4 (including Cover Page) Attached are the certificates of insurance for general liability insurance, auto insurance, and worker's compensation insurance. Please call me at (949) 768-4549 ext. 200 if you have any questions. Thank You, Heather 11-A MARCONI ♦ IRVINE, CA 92618 ♦ PHONE: 949.768-4549 ♦ Rax: 949.765.4155 1 .12/20/2007 17:28 9497685 0 PAGE 02 CERTHOLDER COPY 8TAT E P.O. BOX 420807, SAN FRANCISCO,CA 94142-0807 COMPIENSATION F:UNCall CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 12-18-2007 GROUP: POLICY NUMBER: 1675828-2007 CERTIFICATE ID 12 CERTIFICATE EXPIRES: 01-01-2008 01-01-2007/01-01-2008 CITY of SAN JUAN CAPISTRANO SO ATTN: PUBLIC WORKS DIRECTOR 32400 PASEO AOELAMTO SAN JUAN CAPISTRANO CA 92675-3603 This is to certify that we hexa issued a valid Workers' Compensation Insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period that will expire or did expire as Indicated above. This certiflcste of Insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithmandln8 arty naqulrement,term or condition of any contract men or other docut with respect to which this certificate of Insurance may be issued or to which It may pertain, the insurance afforded by the policy described herein Is subject to all the terms, exclusions. and conditions, of such policy. THORIZED REPRESENTATI PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #1600 - DONALD RHODES PRESIDENT - EXCLUDED. ENDORSEMENT #1500 - JULIE RHODES V.P. - EXCLUDED, ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 01-01-2006 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. EMPLOYER I WATER INC. SG 11 MARCONI STE A IRVINE CA 92818 1LC7,CNj PRINTED : 12-18-2007 011\0.2-061 SG .12/20/2007 17:28 9497685 Deo 16 EO0'7 5:14 M HR AN DON INSU RANCE Commercial Certificate of Insurance PAGE 03 90975193 P•2 Namse 31593 OUTER HWY 10S 42 bate RAWDiAlm 12-18-2007 & .. REDLANDS, CA. 92373 - •- Address Thli tartl9®te 6 Mcd as a esakta' of kdorumdon only aM a,nfas w slglrts uppt the cerrniraeie hddw. This i'etllartae does not aciand,e Want! or alter th 99 30 Agent 309 crwerage aearded by the policiesshoarn below. St. _) Colapaeles Providiag Coverage: insured compm9 A Truck lrss ftmce Exchange LOW . i -WATER Nance . DONALD RHODES �t>°ny 8 Farmers ttHurance Exchange dr ] i -A MARCONI core pon y C Mid -Century insurance Company Address MvIN9, CA. 92618 q Coverages coos" This is to certify that the policies of insurance listed below have been issued to the Unstated reraed above for the ptdky period Indicated. Notwithstanding I any ruplremen!. term or condidon or my ooh tract or other dotnmam with te*W to whkh tilts castl8eate vMy be hated or may pertain, the Imarance afforded by the policies descrlbed Wells is subject to all the terms, ,ekdtaloha and corsdidons at seich poiicim Limits shown may hm been reduced by aid chtrte�. - .. 00%1 Lr_ _ Type of Inswrice Policy Number poky 8ffective DR* c„t54ro13" P01W EvUatlon Date OIAWDU" Policy Limits . -. General tiablllty Genesi Agpehstc orodoedxom vops s CAmi;ecrclal Genera) - Aggragatx E LhhCitr Flautist a • Occetrenm Version Advedtl ng Injury s. Canavctdal•lruckkatat' - &cbtk4nrrexke Fire;01W E 0* (Was 8 Owners & Contracted Pmt. hyedie;il l?kperiEa iAra�"p�l a A _ AtoMhileLiability Limit aihedSlnpje All Owned CominattW 094389020 09042067 119.64-2006 $ 1.ab'0tt700 Auras �6dilylhjury (Ptr pe�fon K 1l' SchCdohd Antos NarrdALoosl �l ad -o „y iC I Naa-Owned Au Dos Gan+gc LWbility.. property damage Gta�Aggregam E Y 5 . Umbrella tlahllity, LM>dt. g. Wdrk4rsa Cmompensatiart . F�OtAct aro C11iY�1E ?Baca Ea;piaye 3 s Eraplsryers' Llahility -- CYfelaat • Policy (Jmit [3WcriptlanbrOprrations/Vahlcles/RestrkrloFt3/Specielit'ed%s: —'�""•' - 1995 CHEVILOLF-17 AS7R0 VAN *10697 ..1999 MYOTA TACOMA OW2,112064 CH$V iWiT EXPRESS VAN #62716 211100 CNI3VROLET 0$00 #14042 2005 TOYOTA TACt7MA 038169 • 2005 CHEVlk0LfT C150DR71209 -` .: 2000 FORD F350 PNP #52128' 1997 WELLS CARGO TRAP 029506 Certificate Holder CaricellaGa6 . CrrYoa- SANJUANCAPISTRANO SMuldaugottheabentelOcrlbtdpolkiesbeartdlelbeforetheagHtmiagdate Name . 324y io PASEO ADMANTO thereat the tpalfteeadasly will erakwbr tii Mot So days, mitten notice La the 4, • SAT. 111ANCAPtS`iRANO, CA. 91675 eN'ddcalBMidd.•rNdYld'id thelek but�1`18di`i oto mailaueh notkasheilimpose no Address - obllilaadw or liability tsi " ampanl. In Wes or motesetlradvrs' .12/20/2007 17:28 949765 • PAGE 04 ACORD . CERTIFICATE OF LIABILITY INSURANCE V 1211801A067 PRD Qm PREMIER ONE INSURANCE ERVIC 100 PACIFICA A460 LIC. NO.00S6753 IRVINE CA 92818 (949j727-2025 -`— � TNIS CERTIFICATE B ISSUED A$ A MATTER 0f 91FORWTOM ONLY AND CONFERS NO MWG UPON TTN: CERTIFICATE NOLOER THIS CARIMATE Dais Mn AMEND, EICTEND OR ALTER THE COVERAGE AM DEO mY VW POLICHN BELOW. INSURERS 11FFORDMG COVEIVAE piSURERA NAUTILU5INSURANCECD MwlplD 1 WATER INC, 11 MARCONI#A IRVINE CA 92618 INauRErt a: Shale Componss110n Msurana0 Fund vumc- e+slwmc «eLwele ME POLICIES OF:NEURANCE LISTED BELOW HAVE BEEN MED TO THE MSURED KV= ASM FOR TME POLICY PERWD INDICATED, NOTWRTISTANDOG ANY REQUIRBRENT, TERM OR CON01 " OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CER, KIATE MAY BE ISSUED OR MAY PERTAIN. THE B18URANCE AFFORDED BY THE POLICIES DEECRISEO HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND COHDRIONS OF SUCH POLICIES. AGMC-ATF LMITS SHOWN MAY HAVE BEEN REDUCED BY PMO C1A818. _ TMOP§MRANCE PaLAYNWM6R LON. G"WA VASMM X CfwrawMLDeYERALI:A9AOY CLAmq MMx Tf OCCUR EA(:IIODCURR0ICE f 1.000.m Pe{E aAAlA6e NMonaN . Doo _ MEO B1�WnaAe Pemma s 1,000 A BN6W4T4 10127!2007 14WIZOOG PERsm"ApouswRr s 1 ,000 _ oeAElaL�mOREGAre _ s R,DOD OEIAL AOO,IEWTE LMRAPPUEB PFR PRDOUCTS•COMPIOP A90 i Y x pd.ICY PRP LOC 4YTOAgBAE LIAep,J}Y AWA" CDLRNED 9INGLELMR i Pl AI�ANAt BDOAY (PnFywlINAaf/ f AD.OV~AUFDi SCHONAEO Aum H�AIRW A'ON-0Wlep AVfoe (�amlena e *ARAM LVAUN NNMRD AUTO dLLY-PAACCEIB/T f PJteep L14ft" OTHmTI+AN N1Aw 3 AUTO ONLY! ME f _ OCCUR VOWS MADE EACHOCC RRENCK f AOOREOIITE OEWCTR(f i f�1FN'REN f YgRNp9 CEfIP&NAl10NANO f1Y1JlY6,y Li18Cm B i x 167532607 11112007 11112008 LLEAMAccvW f 1 OrrR E.L gsEA1E•EAD,e S 1 ,D D E.L OIeF,ASE-POIJCYIeMRs 1 SON OFOPER,A OC8R01�'e>ottuegq aaom eT �t rRONepH f CITY OF SAN JUAN CAPISTRANO ATTN: PUBLIC WORKS DIRECTOR 32400 PA8E0 ADELANTO JUAN CAPISTRANO uA: Ipv M.Be m ,aTAm - ImEz n, CA 92875 9IXX6OMp4TMEABpyppy���I.ICBMSF »re w+N.eefIRLL 80 TqN MFoeeN000Je.+reaER ��miai�sR.,,.. �PAA+mmoon� LR [PWW.89 e, Ib1801. fgsp yl'u+gNRry PPrfAf Today's Date: • Transmittal Routing (Check All That Apply) City Attorney City Manager City Clerk CONTRACT TRANSMITTAL CIP No. (if any): Project Manager's Last Name:��� v/� L Council or CRA Meeting Date (if applicable): — APPROVING AUTHORITY: (Check One) Phone Extension:*�51 Z ❑ Mayor �f ❑ 5e, CRA Chair 5 t/ City Manager Provide (1) executed original contract for each signing party, including the City. If the agreement is to be recorded – only (1) original will be recorded with certified copies going to other parties. Please provide the mailing address of any party to receive an agreement – unless the mailing address is included within the body of the agreement: OTHER INSTRUCTIONS: G) --Pz W W y- ITIA" N69 -K- P Gj� CIS"'' f � . Form Date: 01-2004 D-7