06-1023_PSOMAS_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into thisc�ay of _Qa°n► A_
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.
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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.
Section 6. Changes to Scope of Work.
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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
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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:
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$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.
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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").
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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
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CITY OF SAN JUAN CAPISTRANO
By: ':F G�
David F. Adams, City Manager
CONSULTANT
Ihn R. Thornton,
ce President / Principal
Infamatim andEnginwing Sdutixs
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 he 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 Fed F91 A�
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EXHIBIT "A"
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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
Departmentl 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 4
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:
n
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 4931171
(949) 4931053 FAX
www.sanjuancapistrano.org
TRANSMITTAL
TO:
Mr. John R. Thornton
PSOMAS
3187 Red Hill Avenue
Costa Mesa, Ca 92626
11(IIIIIIIFI
" muusall 1961
1776
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MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
DIANE BATHGATE
WYATT HART
JOE SOTO
DAVID M. SWERDLIN
October 24, 2006
FROM: Meg Monahan, MMC — City Clerk (949) 443-6308 1 (-
RE: Personal Services Agreement — Assessment of Additional Ground Water Recovery Plant
Well Sites
An executed, original agreement is enclosed for your records. If you have questions
concerning the agreement, please contact the project manager, Michelle Perea, Administrative
Assistant, (949) 487-4315.
CC: Michelle Perea, Administrative Assistant
John Elwell, Interim Public Works Director
San Juan Capistrano: Preserving the Past to Enhance the Future
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