09-1218_METERMAN, INC_Personal Services AgreementPERSONAL SERVICES AGREEMENT
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THIS AGREEMENT is made, entered into, and shall becorne effective this. " '
day oft cember, 20'. 09, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and Meterman, Inc. (hereinafter referred to as the
"Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the, City's
proposal to Meterman, Inc,; 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. Spp_q_qf 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. 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 December 23, 2009.
Section 3. CoMpensqtio i.
3.1 Arnount9
..Notal compensation; for the services hereunder shall not exceed $12,885.
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.
3.3 Records of Expenses.
Consultant shah keep complete
expenses incidental to services covered by
made available at reasonable times to City.
Section 4. Independent Contractor.
and accurate records of all costs and
this Agreement. These records will be
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 a. 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. Chan—ges to Scop 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. Farnillianty with Mork 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 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.
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Section 8. Time of Essence.
Time is of the, essence in the.performance of this Agreement.
Section 9, . ComRLIance WiLh -awg rif
9. 1, Compliance with Law.
Consultant shall comply with all applicable lows, ordinances, codes and
regulations of federal, state and local government.
9.2. E - Verify,
If Consultant is not already enrolled in the U.S. Department of Homeland
Security's E -Verify program, Consultant shall enroll in the E -Verify program within fifteen
days of the effective date of, this Agreement to verify the employment authorization of
new employees assigned to perform work hereunder. Consultant shall verify
employment authorization: within three days of hiring a new employee to perform work
under this Agreement. Information pertaining to the E -Verify program can be found at
or access the registration page at ht
di s c".)
Consultant shall certify its registration with E -Verify and
provide its registration number within sixteen days of the effective date of this
Agreement. Failure to provide certification will result in withholding payment until full
compliance is demonstrated.
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.
Section1l. qAo:iqs (kfWork 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.
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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.
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 any way 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 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 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
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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.
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 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.
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14.7 Terms of Compensation.
Consultant snail not receive any compensation until all insurance
provisions have been satisfied.
14.8 Notice to Proceed.
Consultant small 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) clays' Notice to the other party of a material breach of contract. if the
other party does not cure the breach of contract, them 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: Mr. West Curry
To Consultant: Meterman, Inc.
40485 Murrieta Hot Springs Road
Murrieta, CA 92563
Attn: Mr. Randall Cornelius
Section 17. Attorneys' Dees.
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.
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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
By:
Joe T t, City Manager
CONSU TANT
�Y:
APPROVED AS TO FORM:
E.X421,01
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12/03/2009 09744 FAX 9516726910 METEKMANinC-
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