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08-0520_URS CORPORATION_Personal Services AgreementPERSONAL SERVICES AGREEMENT HIS AGREEMENT is made, entered into, and shall become effective this ,74U day of 2008, by and between the City of San Juan Capistrano (hereinafter referred to a he "City") and URS Corporation (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide an operational and organizational assessment of the City's Water and Sewer 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," 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 July 30, 2008, Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $32,951 including expenses 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 invoices based upon the completion of the milestones and/or deliverables which have been satisfactorily completed in accordance with Exhibit "A." The City will pay Consultant within thirty (30) days of receipt and approval of each invoice 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. Changes 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 represents that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), 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. 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 supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. 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 unless disclosure is required by operation of law. 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 and further acknowledges that Consultant shall retain ownership of all intellectual property rights contained therein, owned or created by Consultant prior to the effective date of this Agreement; and/or created outside the scope of this Agreement. Any re -use or modification of Consultant's work by City for any purpose other than as intended by this Agreement shall be at City's sole risk. Section 13. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, 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 damages of any nature, including interference with use of property, arising out of, or in anyway connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors hired by Consultant in the performance of the Agreement. The only exception to Consultant's 3 responsibility to protect, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this 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 Authorized 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. 13 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. 14.5 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. 14.6 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.7 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: 5 To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Cindy Russell To Consultant: URS 2020 East First Street, Suite 400 Santa Ana, CA 92705 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. [SIGNATURE PAGE FOLLOWS] 0 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. APPROVED AS TO FORM: MR AttorneyCity CITY OF SAN JUAN CAPISTRANO Dave Adams, City Manager CONSULTANT By: RS 0rporation 7 Water and Sewer Operational and Organizational Assessment Proposal Water and Sewer Operational and Organizational Assessment Proposal To Ms. Cynthia Russell Administrative Services Director City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 March 19, 2008 CITY OF SAN JUAN CAPISTRANO UNDERSTANDING THE CURRENT SITUATION IS VITAL TO PERPETUAL SUSTAINABILITY The City of San Juan Capistrano desires to have an assessment conducted of its water and sewer enterprise's management and operational practices. URS's Municipal Business Group (MBG) will provide a review to assess service levels, operational effectiveness, and management utilization of best practices. The treatment and distribution of safe drinking water and collection of wastewater are core services provided to San Juan Capistrano's customers, who have come to expect the high reliability and reasonable cost of service traditionally delivered by San Juan Capistrano. Regulatory requirements cannot be compromised. The city must continue to provide high- value customer service, while continuing to improve and optimize the use of labor, capital facilities and equipment, energy, and chemicals. Therefore, new strategies and applications are often required to meet these ongoing and constantly changing challenges. This assessment will document delivery of current water and wastewater services and identify opportunities for improvement. Prior to implementing new strategies to capture these opportunities, the city may need to make organizational and cultural changes to respond to the needs of customers — all driven by municipal best practices. San Juan Capistrano must also consider the effectiveness of enabling technology used by the water and wastewater enterprise staff. Effective use of technology tools is integral to meeting customer service level expectations and performing at acceptable levels of operational efficiency and effectiveness. Water and wastewater system operations and maintenance staff must be provided effective business tools to efficiently conduct daily tasks while continuing to safeguard the public's health and maintain regulatory compliance standards. This assessment would include the review of existing supporting technology systems used to operate and maintain the water and wastewater enterprise and how these technology systems interrelate with business systems including finance, purchasing systems, and customer service. With all these needs, as well as others potentially identified throughout this study, San Juan Capistrano has made the correct decision to begin to meet the challenges by initiating this assessment. URS's mission is to help identify and document what is going well and identify achievable opportunities to meet today's and tomorrow's challenges. The assessment will provide specific recommendations based on industry best practices that can be used as a basis to conduct strategic and sustainability planning and carry out the development of subsequent implementation plans. URS IS COMMITTED TO THE PUBLIC SECTOR URS specializes in providing strategic management and information consulting services along with infrastructure and facility expertise to wastewater and water utilities and municipal governments world-wide. Our proposed project team is highly experienced in the full range of activities involved in the operation, maintenance, and management of water and wastewater utilities. WATER AND SEWER OPERATIONAL AND ORGANIZATIONAL ASSESSMENT PAGE 2 of 7 CITY OF SAN JUAN CAPISTRANO URS is committed to helping our public sector clients become more competitive and sustainable. We have no affiliation with contract operations firms and believe that the public model is the most beneficial for service to your customers. TEAM -BASED APPROACH ENGAGES CITY STAFF THROUGHOUT THE REVIEW PROCESS URS recognizes that this is your project. Significant involvement of water and wastewater labor and management staff is essential to a successful project and that this involvement could drive the development of a plan for change that will have staff's buy -in for subsequent implementation. Our approach is designed to involve your staff to the greatest extent, thus maximizing their buy -in. URS's methodology is unique in that: • It is a focused business process approach, which means it involves key labor and management staff associated with delivery of water and wastewater services to your customers. Recommendations are based on facts and have real bottom line impacts. • We provide education in "best practices" to help your staff provide higher levels of service. We believe that real, long-lasting improvements can only be achieved if labor- and management stakeholders are integrally involved in any future change process. WATER AND SEWER OPERATIONAL AND ORGANIZATIONAL ASSESSMENT PAGE 3 of 7 CITY OF SAN JUAN CAPISTRANO The figure to the left depicts the sequential tasks Notice to contained in our proposed project approach. Each task is Proceed described in further detail below. Our project approach and scope of work revolves around a general assessment of the organization and operations of �I the city water and sewer enterprises and preparation of an Project Kickoff assessment memorandum report. The memorandum report will document organization, practice/process, and technology -related observations and provide recommendations for improvement as opportunities to be 2 Desk Audit & considered by City leadership. These recommendations/ Interviews opportunities will focus on three primary areas; (1) Organization and culture, (2) O&M practices, and (3) Technology tools used to perform the city's water and wastewater mission. 3 Draft The objectives of the assessment are to: Memorandum of Findings and Recommendations . Introduce staff to best business and work practices and methods of operation used by efficient utilities, public and private. 4 Publish Final I • Assess current water system operations versus the Memorandum of most efficient work practices. Findings and Recommendations Identify and present opportunities for improving the organizational structure and staffing in support of gaining operations and maintenance efficiency as J Advisory Services well as maximizing business processes and Concurrent/Ongoing procedures. as Requested e Assess the utilization of technology tools used in support of the water and wastewater enterprise's administration, operations, and maintenance practices. In addition, URS will provide advisory services related to the oversight of various service contracts within the enterprise. These services will be provided concurrent and ongoing during the review process, and/or beyond, on an as -requested basis and charged on an hourly basis separate from the assessment scope of work. WATER AND SEWER OPERATIONAL AND ORGANIZATIONAL ABSESSMFNT PACE 4 of 7 CITY OF SAN JUAN CAPISTRANO Task I — Project Kickoff URS will facilitate a Project Kickoff meeting with city leadership and selected staff that will set the stage for performing the review. During the meeting, we will discuss our approach, identify project expectations, and further pinpoint City subject matter experts needed to support the review process. In addition, a request for documentation needed to support the desk audit in task 2 will be provided. Deliverables: Development of Client Leadership/Core Team URS facilitated Project Kickoff Meeting Meeting Agenda Meeting Notes Task 2 — Desk Audit and Interview of Staff The basic methodology begins with URS conducting a desk audit of information provided based upon our request. URS will complete a review of key business documents pertaining to organization structure, administrative and operational policies and procedures, water and wastewater system specific information, financial information, and staffing related information. URS will review this information in preparation for the interviews. The information gathered from this review will form the basis for completing the organizational assessment. As part of this task URS will conduct staff interviews with key staff. The assessment interviews will be conducted over a weeklong period. This time will be spent interviewing members of the organization, including management, supervisors, the water/wastewater workforce in general, and engineering staff. Those to be interviewed should represent each of the functional units in the water and wastewater department and be very familiar with the processes used to deliver water and wastewater services. As part of the interview process, key water and wastewater system facilities will be visited. Deliverables: Staff interview selection list and interview schedule Task 3 — Creation and Review of Draft Memorandum of Findings and Recommendations URS will create a Draft Memorandum Report of findings and recommendations based on information drawn from the desk audit, employee interviews, and facility visits. The recommendations will be primarily based upon water and wastewater industry best practices with specific recommendations that provide the following: • Listing of observations/finding associated to each recommendation • Organizational structure options and associated positions • Tasks associated with positions recommended in the organizational structure options • Highlight best practices currently being used by San Juan Capistrano water and wastewater staff This Draft Memorandum Report will be reviewed by City staff for accuracy and to clarify any details as appropriate. WATER AND SEWER OPERATIONAL AND ORGANIZATIONAL ASSESSMENT PAGE 5 of 7 CITY OF SAN JUAN CAPISTRAN© Deliverable: Draft Memorandum of Findings and Recommendations Task 4 -- Publish Final Draft Memorandum of Findings and Recommendations URS will deliver the Final Draft Memorandum Report of findings and recommendations in hard -copy and electronic format. Deliverable: Final Draft Memorandum Report of Findings and Recommendations Task 5 — Advisory Support Regarding Contracted Services URS will provide advisory services to support City staff regarding contracted services on an as -requested basis. The fee schedule contained in this proposal will be used when these services are provided since these services are beyond the assessment scope of work. Deliverable. As Requested Consulting Services PROPOSED PROJECT TEAM The on-site URS project team will be comprised of the following consultants: Joseph Tait -- Principal -In -Charge I Contract Services Advisor Lloyd Prosser — Project Manager Paul Scionti — Senior Consultant Please refer to the attached resumes for URS consultant team member background and experience. PROPOSED PROJECT SCHEDULE It is anticipated it will take approximately 60 days from notice to proceed to complete the full scope of work. A detail project schedule will be delivered within five working days after the project kick-off meeting (Task 1) has been completed. For general planning purposes, the draft memorandum of findings and recommendation (Task 3) will be delivered for review 30 to 45 days from notice to proceed. PROPOSED FEES The spreadsheet below presents the lump sum, not -to -exceed fees for the proposed Water and Sewer Operational and Organizational Assessment scope of work only. The hourly rates contained in the fee schedule will also be used to compensate for tasks assigned as part of Contract Advisory Services as these services are beyond the Operational and Organizational Assessment scope of work. The fees are based on all consulting services being delivered by senior staff with the appropriate experience and expertise because of the strategic and sensitive nature of the work. Therefore, we feel the proposed fees are reasonable. WATER AND SEWER OPERATIONAL AND ORGANIZATIONAL ASSESSMENT PAGE 6 of 7 uRS CITY OF SAN JUAN CAPISTRANO Fee Schedule Per Task0 Team Member M o a T - p a o 0 3 F Total cost Task Rate-$1Hr, $275 $190 $175 $80 Project Kickoff Meeting 2.5 5.5 6 2 16.0 $2,943 Desk Audit & Interviews 42 32 74 $13,580 Prepare Draft Memorandum Report 2 16 8 6 32 $5,470 Review Report With Staff Meeting 4 4 4 12 $2,560 Prepare Final Draft Memorandum Report 1 4 4 4 13 $2,055 Out Brief with City Staff 3 3 3 9 $1,920 Project Management, Administration, and Coordination 1 8 8 8 25 $3,835 Reimbursable Expenses $588 Total Hoursi 1 14 83 65 20 181 Contract Advisory Services Hours on client request) Total $32,951 We propose to complete the Assessment assignment under a lump sum format with incremental payments due upon milestone events or deliverables. We would prefer the latter as we provide the deliverables. Expenses are based on all URS team members of the project team being located in the Santa Ana office. Expenses would include the costs of travel/transportation, subsistence, reproduction, express delivery, postage, mileage, and the like. WATER AND SEWER OPERATIONAL AND ORGANIZATIONAL ASSESSMENT PAGE 7 of 7