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13-1105_SOUTH COAST SYSTEMS, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this ~ day ofhl:New:r/2013, by and between the City of San Juan Capistrano {hereinafter referred to as the "City") and South Coast Systems, Inc. (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide programming and technical support for the Supervisory Control and Data Acquisition (SCADA) System for the water and sewer 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. Scope of Work. The scope of work to be performed by the Consultant shall consist of on call programming and technical support for the SCADA system for the water and sewer systems. 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 June 30, 2014. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $26,000 at the rates set forth in Exhibit "A," attached and incorporated herein by reference. 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. 1 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 the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency'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 the 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 the 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. 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. 2 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 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. 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 3 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 tess 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 shalt apply separately to the work to be performed under this agreement or the general aggregate limit shalt be at least twice the required occurrence limit. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shalt maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non- owned vehicles in an amount not tess than one million dollars per occurrence ($1 ,000,000.00). 14.3 Workers' Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Workers' Compensation Employer's Liability Insurance in the statutory amount as required by state taw. 14.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Consultant shall submit 4 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 insured 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 [FOR PROFESSIONS/WORK EXCLUDED FROM GENERAL LIABILITY] 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. 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 (30) days' advance written notice of termination to Consultant. In addition, this Agreement may be terminated by any party for cause by providing ten ( 1 0) 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. 5 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: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Glenn Garrett South Coast Systems, Inc. 22765 Savi Ranch Pkwy Yorba Linda, CA 92887 Matt Barone 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. 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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CONSULTANT By: 'YV( edit 8eu-aue__ MC4i't"" ~ o.c-()('le, ?res',devrr ATTEST: APPROVED AS TO FORM: Hans Van Ligten, City Attorney 7 South Coast Systems, Inc. SOUTH COAST SYSTEMS, INC. CONTROL SYSTEMS INTEGRATION SERVICES FEE SCHEDULE WESTERN REGION CONFIDENTIAL The information contained in this document is proprietary to South Coast Systems, Inc. and is intended for the exclusive use of the parties to whom it has been delivered. The document or the information contained herein is not to be delivered in any form to third parties without prior written authorization from South Coast Systems, Inc. CLASS/FICA TION BASE RATES Principal Engineer $181/Hour Senior Engineer $166/Hour Project Lead Engineer $155/Hour Project Engineer $143/Hour Associate Engineer $120/Hour Field Technician $116/Hour Designer $86/Hour Draftsman (CAD) $71/Hour EXPENSES: Travel, transportation, and living expenses outside 30 mile radius of our offices located in Santa Ana, CA billed at South Coast Systems' cost. EFFECTIVE DATES: This schedule supersedes all previous fee schedules and will be in effect for work quoted after January 1, 2013 unless and until superseded by subsequent rate adjustments. Western Region Office • 22765 Savi Ranch Pkwy, Unit D • Yorba Linda, CA 92887 Phone: {714) 919-8867 • Fax: (714) 919-8873 Midwest Office • 10525 Ambassador Drive, Suite 105 • Kansas City, MO 64153 Phone: {816) 891-7556 • Fax {816) 891-7729 San Fernando Valley Office • Thousand Oaks, CA Phone: (805) 558-7455 Exhibit A South Coast Systems, Inc. SOUTH COAST SYSTEMS, INC. CONTROL SYSTEMS INTEGRATION SERVICES FEE SCHEDULE WESTERN REGION CONFIDENTIAL The information contained in this document is proprietary to South Coast Systems, Inc. and is intended for the exclusive use of the parties to whom it has been delivered. The document or the information contained herein is not to be delivered in any form to third parties without prior written authorization from South Coast Systems, Inc. CLASS/FICA TION BASE RATES Principal Engineer $181/Hour Senior Engineer $166/Hour Project Lead Engineer $155/Hour Project Engineer $143/Hour Associate Engineer $120/Hour Field Technician $116/Hour Designer $86/Hour Draftsman (CAD} $71 /Hour EXPENSES: Travel, transportation, and living expenses outside 30 mile radius of our offices located in Santa Ana, CA billed at South Coast Systems' cost. EFFECTIVE DATES: This schedule supersedes all previous fee schedules and will be in effect for work quoted after January 1, 2013 unless and until superseded by subsequent rate adjustments. Western Region Office • 22765 Savi Ranch Pkwy, Unit 0 • Yorba Linda, CA 92887 Phone: (714) 919-8867 • Fax: {714) 919-8873 Midwest Office • 10525 Ambassador Drive, Suite 105 • Kansas City, MO 64153 Phone: {816) 891-7556 • Fax (816) 891-7729 San Fernando Valley Office • Thousand Oaks, CA Phone: {805) 558-7455 Exhibit A TO: FROM: DATE: SUBJECT: (QOO· ';D 11/5/2013 012 City of San Jua Age Karen P. Brust, City~ Keith Van Der Maaten, P. ., Public Works and Utilitiets1 ctor~ Prepared by: Justin Kirk, Senior Management Analyst November 5, 2013 Consideration of a Personal Services Agreement for the Annual Maintenance of the Supervisory Control and Data Acquisition (SCADA) System for the Water and Sewer Systems (South Coast Systems, Inc.) RECOMMENDATION: By motion: 1. Waive the formal bidding requirements pursuant to Section 3.4.306(e)(iii) of the City of San Juan Capistrano's Municipal Code, and; 2. Approve a Personal Services Agreement with South Coast Systems, Inc. for the annual maintenance of the Supervisory Control and Data Acquisition (SCADA) System for the Water and Sewer Systems for Fiscal Year 2013-2014 in the amount not to exceed $26,000. EXECUTIVE SUMMARY: The use of the Supervisory Control and Data Acquisition (SCADA) system allows for the remote monitoring and control of the water and sewer systems. The SCADA system monitors the water and sewer systems twenty four (24) hours a day, three hundred and sixty five (365) days a year. The remote monitoring and control reduces staffing demands as it allows a single operator from a fixed location to monitor the system, with minimal field visits to ensure the accuracy of the information provided. The constant monitoring of the system minimizes overtime and alerts the designated on call staff of any potential issues that occur after normal operating hours. South Coast Systems Inc. has developed customized programming for the City to control the SCADA system and has continually maintained this programming since 2008. Ongoing maintenance allows for the SCADA system to continue functioning at an appropriate level. Failure to maintain the SCADA system could potentially result in the failure of the system, necessitating an increased need for manual operation, resulting in an increase in staffing costs, and/or resulting in damage to pumps, pipelines, or other assets. Staff therefore, recommends that the City Council waive the formal bidding City Council Agenda Report November 5, 2013 Page 2 of 2 requirements pursuant to Section 3.4.306(e)(iii) of the City of San Juan Capistrano's Municipal Code and approve a Personal Services Agreement with South Coast Systems, Inc. for the annual maintenance of the SCADA System for the Water and Sewer Systems for Fiscal Year 2013-2014 in the amount not to exceed $26,000. DISCUSSION/ANALYSIS: Pursuant to Section 3.4.306(e)(iii) of the City of San Juan Capistrano's Municipal Code, the Request for Proposal process may be waived "when extenuating circumstances would make the formal request for proposal/request for quotes not the most cost effective approach." The existing SCADA system for the entire water and sewer systems has been developed and maintained by South Coast Systems, Inc. While the programming used to control the SCADA system is open architecture, the specific design of the City's SCADA system has been customized to meet the City's needs. Therefore, it would not be cost effective to competitively bid this out due to the additional time it would take a different programmer to replicate South Coast Systems, Inc. previous work. ENVIRONMENTAL IMPACT: Not applicable. FISCAL IMPACT: The total annual cost of services to be provided by South Coast Systems is estimated to be $26,000. This cost has been included in the adopted 2013-2014 Water and Sewer Operational budgets (Attachment 2). Therefore, no additional appropriations of funds are necessary at this time. PRIOR CITY COUNCIL REVIEW: Not applicable. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: The Utilities Commission reviewed this item at its October 15, 2013, regular meeting and recommended the City Council waive the formal bidding requirements and award a Personal Services Agreement to South Coast Systems, Inc. NOTIFICATION: South Coast Systems, Inc. ATTACHMENT(S): Attachment 1 -Personal Services Agreement, South Coast Systems, Inc.· Attachment 2-Fiscal Year 2013-2014 Water and Sewer Operational Budget Summary PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this __ day of , 2013, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and South Coast Systems, Inc. (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide programming and technical support for the Supervisory Control and Data Acquisition (SCADA) System for the water and sewer 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. Scope of Work. The scope of work to be performed by the Consultant shall consist of on call programming and technical support for the SCADA system for the water and sewer systems. 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 June 30, 2014. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $26,000 at the rates set forth in Exhibit "A," attached and incorporated herein by reference. 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. 1 Attachment I 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 the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency'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 the 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 the 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. 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. 2 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 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. 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 3 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 ($1 ,000,000.00). 14.3 Workers' Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Workers' 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 4 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 insured 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 [FOR PROFESSIONS/WORK EXCLUDED FROM GENERAL LIABILITY] 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. 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 (30) days' advance written notice of termination to Consultant. In addition, this Agreement may be terminated by any party for cause by providing ten (1 0) 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. 5 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: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Glenn Garrett South Coast Systems, Inc. 22765 Savi Ranch Pkwy Yorba Linda, CA 92887 Matt Barone 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. 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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: ________________________ _ John Taylor, Mayor CONSULTANT By: ________________________ _ ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, City Attorney 7 South Coast Systems, Inc. SOUTH COAST SYSTEMS, INC. CONTROL SYSTEMS INTEGRATION SERVICES FEE SCHEDULE WESTERN REGION CONFIDENTIAL The information contained in this document is proprietary to South Coast Systems, Inc. and is intended for the exclusive use of the parties to whom it has been delivered. The document or the information contained herein is not to be delivered in any form to third parties without prior written authorization from South Coast Systems, Inc. CLASS/FICA T/ON BASE RATES Principal Engineer $181/Hour Senior Engineer $166/Hour Project Lead Engineer $155/Hour Project Engineer $143/Hour Associate Engineer $120/Hour Field Technician $116/Hour Designer $86/Hour Draftsman (CAD) $71/Hour EXPENSES: Travel_ transportation and living expenses outside 30 mile radius of our offices located in Santa Ana, CA billed at South Coast Systems' cost. EFFECTIVE DATES: This schedule supersedes all previous fee schedules and will be in effect for work quoted after January 1, 2013 unless and until superseded by subsequent rate adjustments. Western Region Office • 22765 Savi Ranch Pkwy, Unit 0 • Yorba Linda, CA 92887 Phone: (714} 919-8867 • Fax: {714) 919-8873 Midwest Office • 10525 Ambassador Drive, Suite 105 • Konsas City, MO 64153 Phone: {816) 891-7556 • Fax (816} 891-7729 San Fernando Valley Office • Thousand Oaks, CA Phone: (805) 558-7455 Exhibit A ~ ~ a tv Fiscal Year 2013-2014 Water and Sewer Operational Budget Summary FY 2013-2014 Account Revised Budget Expenditures Encumbrances Available Budget South Coast Systems 60-94562-641 06-00000-000 $ 3,500.00 $ 9,257.00 $ -$ (5,757.00) 60-94564-641 06-00000-000 $ 25,000.00 $ 2,163.00 $ -$ 22,837.00 $ 13,702.20 I 60-94661-641 06-00000-000 $ 2,000.00 $ 42.00 $ -$ 1,958.00 $ 1,174.80 . 62-94 755-64203-00000-000 $ 200,000.00 $ 43,092.00 $ 14,274.00 $ 142,634.00 $ 9,500.00 70-94854-64116-00000-000 $ 30,000.00 $ 70.0Q_ Lt_--_--$ 29,930.00 $ 1,623.00 -----------!Total-I $ 260,5oo.oo I $ 54,624.00 I $ 14,274.oo I$ 191 ,602.oo I $ 26,ooo.oo I Christy Jakl From: Sent: To: Cc: Subject: Importance: Good morning, Christy Jakl Wednesday, November 06, 2013 9:22AM Justin Kirk Betsy Dubois South Coast Systems Agr High - Please bring a green document transmittal and all supporting documentation for us to process your agreement. Thanks! Chrisl~ Jakl, CMC Deputy City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949) 443-6310 I (949) 493-1053 fax Please share your experience with the City by takinfJ \\ol c\ 1 Date of Request Requesting Dept Signature of Dept Head LEGAL SERVICES REQUEST FORM City of San Juan Capistrano City Attorney's Office PLEASE SUBMIT ALL DOCUMENTS ELECTRONICALLY Primary Contact Person (Project Manager) Phone# I E-mail Project Name NATURE OF REQUEST D Urgent (Same Day) ~High Priority (2 Days) 0 Regular (2 Weeks) 0 Lower Priority (2+ Weeks) Due Date:----- if Review Draft Agreement/Contract 0 Draft/Review Municipal Code Amendment 0 Review Report & Draft Resolution for PC Agenda 0 Legal Opinion 0 Review Report & Resolution for CC Agenda 0 Other (please describe):-------- 0 Review Report &. Prepare Ordinance for CC Agenda List of Attached Materials: ~ .. rl/ " r 7.~ ap=ce~ r· Background Information: C Need further back-up info: Completion Date: City Attorney comments: FINAL APPROVAL: r City Attorney BELOW FOR ATTORNEY USE By Attorney: November 2011 ,. 32400 PASEO ADELANTO SAN JUAN CAPISTRANO. CA 92675 (949) 493-1171 (949) 493-1053 FAX TRANSMITTAL TO: South Coast Systems, Inc. 22765 Savi Ranch Pkwy Yorba Linda, CA 92887 Attn: Matt Barone DATE: November 7, 2013 FROM: Manny Ruelas, Office Assistant (949) 443-6308 ME~1BERS OF THE CITY COUNCIL SAM ALLEVA TO ROY L. BYRNES. M.O LARRY KRAMER DEREK REEVE JOHN TAYLOR RE: Personal Services Agreement-Programming and Technical Support for the Supervisory Control and Data Acquisition System for the water and sewer systems. Thank you for providing documentation confirming compliance with the terms of the agreement related to insurance. Please keep in mind this documentation must remain current with our office during the term of the agreement. If you have questions related to insurance requirements, please call Christy Jakl, Deputy City Clerk at (949) 443-6310. If you have questions concerning the agreement, please contact Justin Kirk, Senior Management Analyst at (949) 443-6381. Enclosed is an Original Agreement for your records. Cc: Justin Kirk, Senior Management Analyst San Juan Capistrano. Pre.c.:etTing the Past ro Enhtmce the Fzrturc ~J ~~l ;},'l()r::>r