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05-0725_MBF CONSULTING, INC_Personal Services Agreement0 0 PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into this _-,,�ay of 2005, by and between the City of San Juan Capistrano (hereinafter referr d to as the "City") and MBF Consulting, Inc., (hereinafter referred to as "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to Provide condition assessment of the City's existing water 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 one (1) year. Section 3. Compensation. 3.1 Amount. Total compensation for the scope of services for this Project shall not exceed twenty-five thousand($25.000), as set forth in Exhibit "A," attached and incorporated herein by reference. 1 S� 3.2 Rate Schedule. 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 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. 2 0 0 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 findings, conclusions, and recommendations with any support Q 0 0 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 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; 0 0 0 $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 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 City Clerk'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. 0 0 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: Public Works Director To Consultant: MBF Consulting, Inc. 22321 Birchleaf Mission Vie6o. CA 92692 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. 0 0 0 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. ATTEST: Monahan, City Clerk APPROVED AS TO FORM: John R. Shaw, 10ty Attorney 7 CITY OF SAN JUAN CAPISTRANO By: Qc-,4 -;F David F. Adams, City Manager CONSULTANT By: MBF Consulting, Inc. CONSULTING, INC. June 27, 2005 Ms. Amy Amirani Public Works Director City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 PROPOSAL TO PROVIDE ON-CALL ENGINEERING SERVICES FOR CITY'S STORAGE RESERVOIRS CONDITION ASSESMNET Dear Ms Amirani: MBF Consulting, Inc. (MBF) is pleased to submit this proposal to the City of San Juan Capisterano for On -Call engineering services. We are looking forward to assist you with condition assessment of the City's storage reservoirs and, if requested, provide the necessary engineering services to plan, design, and implement the proposed improvements. Attached please find Exhibit A indicating a typical scope of services along with a fee schedule for this proposal. Thank you for the opportunity to offer our services. Please do not hesitate to call me at (949) 525-7282 if you have any questions. Sincerely, Michael Fakhar, PE Principal 22321 Birchleaf, Mission Viejo, California 92692 (949) 525-7282 ♦ Fax (949) 380-9464 Exhibit "A" Scope of Services A. - ` :���' Exhibit A MBF Consulting, Inc. provides the following services in connection with the condition assessment of the City's water storage reservoirs: Research and review existing plans and documents and maintenance records. Conduct site visit and field investigation. . Set, attend and conduct meetings with City staff as necessary and provide meeting agenda and minutes. Develop a maintenance program for the storage reservoirs under study. Provide engineering design and develop construction documents and details as required. Develop present and projected cost associated with the proposed maintenance program. Provide Autocad drafting as required. . Prepare Final Assessment Report. MBF Consulting, Inc. POSITION Project Manager Mike Fakhar $150 Project Engineer $115 CADD Drafter $76 Clerical $55 Survey Crew 2 man . Subconsultant $160 Electrical Engineer Subconsultant $138 Proposal to Provide 1.1 On -Call Engineering Services Am QCQRDa CERTIFICATEWOF LIABILITY INSURANC DATE(Mnvo200 PRODUCER PRIME INSURANCE SERVICES, INC. 24196 ALICIA PKWY #L MISSION VIEJO, CA 92691 949-587— 608 LIC. OD48024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC# INSURED MBF CONSULTING INC. 22321 BIRCHLEAF MISSION VIEJO, CA 92692 1949-380-9464 INSURER A. MARYLAND CASUALTY INSURANCE INSURER B: LANDMARK AMERICAN INSURANCR INSURER C: INSURER D: INSURER E. COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. 'NSR LTR •L NSao OF POLICY NUMBER POLICY EFFECTIVE DATE MM/DD/YY POLICY EXPIRATION DATE MN4DD/YY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 11000,000 PREMISES Ea occurence $ 1,000,000 X COMMERCIAL GENERAL LIABILITY CLAIMS MADE CI OCCUR MED EXP(Anyoneperson) $ 10,000 PERSONAL BADVINJURY $ 100,000 A X PAS000474918 01/03/05 01/03/06 GENERAL AGGREGATE $Z 000.000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGG $2,000,000 POLICY SCOT- 71 LOC AUTOMOBILE LIABILITY ANYAUTO COMBINED SINGLE LIMIT $ 1,000,000 (Ea amident BODILY INJURY $ (Per person) ALL OW NED AUTOS SCHEDULED AUTOS BODILY INJURY (Peraccident) $ A X X X HIRED AUTOS NON-OWNEDAUTOS PAS000474918 01/03/05 01/03/06 PROPERTY DAMAGE $ (Peraccident) GARAGGARAGE LIABILITY E AUTO ONLY -EA ACCIDENT $ THAN EAACC $ ANYAUTO AUTOONLY: AGG $ EXCESSNMBRELLA LIABILITY OCCUR CI CLAIMSMADE EACH OCCURRENCE $ AGGREGATE $ $ DEDUCTIBLE $ RETENTION $ WORKERS COMPENSATIONANOTOR EMPLOYERS' LIABILITY A U- - Y LIMITS ER ANY PROPRIETOWPARTNEWEXECUTIVE E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ OFFICEWMEMBER EXCLUDED? under Ify ECIALrn PROVISIONS SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT $ OTHER A BUS.PERS.PROP. PAS000474918 01/03/05 01/03/06 H.P.P. $25,000 e E&O LHR803998 04/25/05 04/25/06 E&O $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS! VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED WITH LIABILITY LIMITED TO CLAIMS ARISING OUT OF INSURED OPERATION ONLY. CITY OF SAN JUAN CAPISTRANO 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 ACOR025(2001108) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVE 1988 SG • WTHOLDER COPY STATE P.O. BOX 420807, SAN FRANCISCO,CA 94142-0807 COMPENSATION INSURANCE FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 07-05-2005 GROUP. POLICY NUMBER: 1830108-2005 CERTIFICATE ID: 2 CERTIFICATE EXPIRES: 06-01-2008 08-03-2005/08-01-2008 CITY OF SAN JUAN CAPISTRANO SG 32400 PASEO ADELANTO SAN JUAN CAPISTRANO CA 82875 This is to certify that we have 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 indicated. This policy is not subject to cancellation by the Fund except upon 10 days advance written notice to the employer We will also give you 10 days advance notice should this policy be cancelled prior to its normal expiration This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein Notwithstanding arty requirement term or condition of any contract or other document 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. AUTHORIZED REPRESENTATIVE PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT 81800 - MICHAEL FAKHAR P -T -S - EXCLUDED. EMPLOYER MBF CONSULTING, INC SG 22321 BIRCHLEAF MISSION VIEJO CA 92892 [EAO,CN1 MEv.2•0e) PRINTED : 07-05-2005 0 41 POLICY NUMBER:, PAS. 000474918 COMMERCIAL GENERAL. LIABILITY CG 20 10 10 93 THIS ENPQRSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL_ GENERAL LIA131LITY COVERAGE PART SCHEDULE Name of Person or Organization: CITY OF SAN JUAN CAPISTRANO 32400 PASEO ADWLANTO SAN JUAN CAPISTRANO, CA 92675 (if no entry appears above, information required to complete this endorsement wifl be shown in the Declami ons as applicable to this endorsement.) WHO 1S AN INSURED (Section 11) is F smencled to include as an insured the person or organization shown in the Schedule, put only with respect to Itab.hty arising out of your ongoing operauoas performed for ural insured. CG 20 10 10 93 Copyright, Irl:•urance Services Office, Inc., 1992 Page 1 of 1 m • 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAX www.sanjuancapistrano.org July 25, 2005 MBF Consulting, Inc. 22321 Birchleaf Mission Viejo, CA 92692 Dear Sir or Madam: i�Sao �A �j munvuesae • nanis�Io � 196I 1776 MEMBERS OF THE CITY COUNCIL SAMALLEVATO DIANE BATHGATE WYATT HART JOE SOTO DAVID M. SWERDLW A fully executed, original Personal Services Agreement related to providing condition assessment of the city's existing water system is enclosed for your records. Thank you for forwarding documentation confirming current compliance with the terms of insurance under your agreement with the city. Please keep in mind that should this documentation lapse, all work under this agreement must stop and all payments will be withheld until we receive proper evidence of insurance. You may proceed with work under this agreement in coordination with the project manager, Amy Amirani, Public Works Director (949) 443-6361. Thank you V Meg Mif�ah n, CMC City Clfrko cc: Amy Amirani, Public Works Director San Juan Capistrano: Preserving the Past to Enhance the Future Cit Printed on remletl paver • 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 PAX www.sanjuancapistrano.org July 13, 2005 MBF Consulting, Inc. 22321 Birchleaf Mission Viejo, CA 92692 Dear Sir or Madam: r] L MEMBERS OF THE CITY COUNCIL SAM ALLEVATO DIANE BATHGATE WYATT HART JOE SOTO DAVID M. SWERDLIN 4 ,• A Personal Services Agreement related to providing condition assessment of the city's existing water system is in the process of being executed. The agreement 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, x. Please call Maria Guevara, Administrative Secretary, (949) 443-6310 if you have questions regarding the forms of insurance needed. Thank you, an, CMC Clerk cc: Amy Amirani, Public Works Director San Juan Capistrano: Preserving the Past to Enhance the Future 0 f S CITY CLERKS DEPARTMENT - ACTION REMINDER mEaqiis Works Director OM: Mitzi Ortiz, Deputy City Clerk DATE: July 3, 2006 SITUATION: On July 25, 2005, the City of San Juan Capistrano entered into a Personal Services Agreement with MBF Consulting, Inc. to provide condition assessment of the City's existing water system. ACTION REQUESTED: Said Agreement states services shall be completed within (1) year or by July 25, 2006. Please notify this office if agreement has been extende or completed. ACTION TO BE TAKEN: DATE WHEN NEXT ACTION (S) SHOULD BE TAKEN: SIGNATURE OF OFFICIAL TAKING ACTION: DATE SIGNED: ou 6�P ***FOR CITY CLERK'S DEPARTMENT USE ONLY*** Tickler Date: 07/01/06 Deadline Date: 07/25/06 (600.30/mbf consulting)