09-1221_IWATER, INC_Personal Services Agreement (2)PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this day
of December, 2009, by and between the City of San Juan Capistrano (hereinafter referred
to as the "City") and iWater, Inc. (hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to replace water meters; 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. 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 January 31, 2010.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $4,410.00
total contract amount including all taxes, expenses, etc. as set forth in Exhibit "A."
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 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 Scol2e 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 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.
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Section 9. Compliance with Law; EWVerifV.
9.1. Compliance with Law.
Consultant shall comply with all applicable laws, 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.http://www.uscis.gov, or
access the registration page at https://www.vis-dhs.com/employerregistration. 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.
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. 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.
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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 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
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($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
Not Applicable.
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
5
(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: Joe Mankawich, Associate Engineer
To Consultant: Nater, Inc.
18 Goodyear, Suite 100
Irvine, CA 92618
Attn: Don Rhodes
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. Prevailing Wages.
City has been advised that the Prevailing Wages Law applies to the work.
Consultant shall be responsible for Consultant's compliance in all respects with the
prevailing wage rates to all the laborers involved, and with California Labor Code Section
1770 et seq., including the keeping of all records required by the provisions of Labor Code
Section 1776 and the implementing administrative regulations. City shall be a third party
beneficiary of the forgoing covenant with rights to enforce the same as against the
Consultant.
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Section 20. 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.
ATT T
Aj 4 f f
Maka-/IltriACiClerk
APPROVED AS TO FORM:
Omar Sandoval, City Attorney
CITY OF SAN JUAN C PISTRANO
By:
oe Tait, nterim City Manager
iWater, Inc.
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CA Contractor License #: A 783766
Prepared For
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
ATTN: David Tyrone; Fax: 949-493-3955
Estimate
DATE ESTIMATE #
12/8/09 207369
Service Area
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
ATI'N: David Tyrone; Fax: 949-493-3955
PLEASE VISIT OUR WEE SITE AT. www.iWater.org
Exhibit "A"
REP
TERMS
Project
DR
Net 30
Meter Replace
ITEM
DESCRIPTION
QTY
COST
TOTAL:
Meter Replace, 5/8" - 1"
Meter will be replaced with a meter of same size.
50
29,00
1,450.00
The isolation box wilt be dean and debris will not be
put back in meter box. After the original meter is
removed, coupling faces will be cleaned and new
gaskets will be installed and couplers will be property
aligned and tightened. Documentation of old meter
reading, and number will be recorded along with new
meter serial number, meter reading, date and
address. Daily reports will be e-mailed to requested
contacts for monitoring progress and project status.
All locations will be GPS'd and mapped for project
status. Information will be provided in ESRI shape
file format to update the cities GIS database.
Meter Replace, 1.5" &2"
Meter will be replaced with a meter of same size.
40
74.00
2,960.00
The isolation box will be clean and the debris will not
be put back into the meter box. After the original
meter is removed coupling faces will be cleaned and
new gaskets will be installed and couplers will be
properly aligned and tightened. New nuts and bolts
will be replaced on new meter. Documentation of old
meter reading, and number will be recorded along
with new meter serial number, meter reading, date
and address. All locations will be GPS'd and mapped
for project status.
Orange County Sales Tax 8.75%
8.75%
0,00
TOTAL: $4,410.00
NOTE: A separate charge will be invoiced for each request for Additional Insured and Waiver of Subrogation.
PLEASE VISIT OUR WEE SITE AT. www.iWater.org
Exhibit "A"
Today's Date: December 15, 2009
CIP No. (if any):
Project Manager's Last Name: Corry T Phone Extension: 4307
Council or CRA Meeting Date (if applicable):
APPROVING AUTHORITY: (Check One)
Mayor
CRA Chair
City Manager C
Provide (1) executes
recorded — only (1) or
Please provide the n
included within the bo
Name(s)
Water
OTHER INSTRUCTIONS:
......................................
d,
ADIVIk
Form Date: 01-2004 D - 7
Transmittal Routing
(Check All That Apply)
n City Attorney
L City Manager
® City Clerk
iement is to be
ling address is
•i St 1 Zlo 1
32400 PASEO ADELANTO
SAN JUAN[ CAPISTRANO, CA 92675
(949) 493.1171
(949) 4931053 FAX
www.sai!juanc,apistrailo.org
TRANSMITTAL
TO:
iWater, Inc
Attn: Don Rhodes
18 Goodyear Suite 100
Irvine, CA 92618
DATE: December 21, 2009
MEMBERS OF THE CITY COUNCIL
FROM: Christy Jakl, Administrative Specialist, City Clerk's Office (949) 443-6310
SAM ALLEVATO
LAURAFREESE
THOMAS W. HRIBAR
MARK MELSEN
DR. LONDRES USO
RE: Personal Services Agreement — Replace Water Meters
Thank you forproviding documentation confirming compliance with the terms of the agreement
related to insurance. Keep in mind this documentation must remain current with our office
during the term of this agreement.
Please be aware, our office still needs to receive an E -verify certificate as outlined in your
contract under Section 9. If you have questions related to insurance and E -verify
requirements, please call me at (949) 443-6310.
If you have questions concerning the agreement, please contact Joe Mankawich, Associate
Engineer at (949) 487-4313.
An original agreement is enclosed for your records.
Cc: Joe Mankawich, Associate Engineer
San Juan Capistrano: Preserving the Past to Enhance the Future
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