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13-0416_HACH CO._Personal Services AgreementPERSONAL SERVICES AGREEMENT TH,IS AGREEMENT is made, entered into, and shall become effective this Jl.p day of Apr~ I . 2013, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and HACH Co. (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to Maintain and Calibrate Analytical Instruments used in the Water Quality Analysis and Monitoring Process for the Ground Water Recovery Plant and in the City's Water Distribution Systems; 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. S~ope of Work. The scope of work to be performed by the 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 July 1, 2013, and shall terminate on June 30, 2016. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $48,864 for the first year, $49,800.08 for the second year, and $50,748.45 for the third year as total contract amount 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 yearly invoices based on total services contracted. Payment is due thirty days from the date of invoice. . 1 Section 15. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of tennination to Consultant. In addition, this Agreement may be terminated by any party for cause by providing ten ( 1 O) 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 (1 0) 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: To Consultant: San Juan Capistrano Utilities Department 32400 Paseo Adeltano San Juan Capistrano, CA. 92675 Attn: Keith VanDer Maaten, Utilities Director HACH CO. 5600 Lindbergh Drive Loveland CO. 80538 Attn: Service Department Section 17. Attorneysf 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 disbursement 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] 6