14-0801_CLA-VAL_Personal Services AgreementTHIS AGREEMENT is made, entered into, and shall become effective this day
of t _; , 2014, by and between the City of San Juan Capistrano (hereinafter referred to as
the "City") and CLA-VAI (hereinafter referred to as the "Consultant").
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to repair and maintain control valves per City standards; 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:
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.
This Agreement shall commence the effective date and terminate on June 30, 2015,
This Agreement shall be for a (1) one year period of time.
Section 3. Compensation,
3.1 Amount.
Total compensation for the services hereunder shall not exceed $25,000.00
as set forth in Exhibit "°B," attached and incorporated herein by reference.
ORION111 1111111
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.
�+ ..my M -1 -
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.
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.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for the City to eater 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.
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.
1 01
By executing this Agreement, Consultant warrants that: (r) 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
N
Time is of the essence in the performance of this Agreement.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
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.
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 mature,
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 andlor 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.
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
K,
with the State of California and having a minimum Best's Guide Rating of Am Class Vil or
better.
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 fora 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.
Throughout the terra 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).
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the terra of this Agreement,
Workers' Compensation Employer's Liability Insurance in the statutory amount as required
by state law.
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 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.
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.
M
�! =
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
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.
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) 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.
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: Tom Johnson, Utilities Superintendent
To Consultant. CLAVAL
24100 Water Street
Parris, CA 92570
Attn: Mike Trosper
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.
9
��Wm-=Rwmi
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").
MEMO.. .... ..... . ........ .... -
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
This Agreement may be executed by the Parties in counterparts, which counterparts
shall be construed together and have the same effect as if all the Parties had executed the
same instrument. Counterpart signatures maybe transmitted by facsimile, email, or other
electronic means and has the same force and effect as if they were original signatures.
[SIGNATURE PAGE FOLLOWS]
C
iN WITNESS WHEREOF, the paFfies hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
By-
kare'n- Pibrust, City ManMer
CONSULTANT
By.
f Mike llrois'per, Service Manager
ATTEST'.��
Maria 'c rrrp, City Clerk
APPROVED AS TO FORM!
Hans Van Ligten, City Attorney
7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
ATTEST:
Maria Morris, City Clerk
APPROVED AS TO 1=0W
Hats Van Ligten, City Attorney
CITY OF SAN JUAN CAPISTRANO
In
Karen P. Brust, City Manager
CONSULTANT
7
Mike Trosper, Service Manager
Vendor to inspect valves by opening each valve, cleaning and replacing worn diaphragms,
springs, stems, dish retainers, seats and any other internal parts required. All pilot control
assemblies will be opened and all internal pants will be cleaned and or replaed as needed. All
tubing will be cleaned and or replaced with stainless steel pipe with compression fittings. All
water regulating valves will be fitted with valve position indicators if not already equipped. All
water regulating valve settings will be set per City of San Juan Capistrano specifications
established prior to performing maintenance.
Exhibit A
dote: Spec ia i_ °i foi- San Juan "'a. psti ano 201 a ' 20-14
Cl'a-Val. Service Department Labor Estimate
One Man: $90.00 per hr.
Two Vie. 000 per, hr,
Two man crew determined by the foifowing condition=
Confined space entr �" ar lar er valve or traffic related condiPiaris.
Travel one man: $60,00 per hr.
Travel two men i one truck: $80.00 per hr,
Parts are fist prices minus ? c./,.
Fuel Surcharge, $,55 Per Mile Round Trip
After Hours I Emergency is Time & 112
Best Regards;
CLANAL
76004
Service Manager
Phone: (951) 657-1718 Ext,288
Fax: (951) 657-8540
Email: mtrosper@cla-val.com
24100 Water St.
PeMs, Ca, 92570
Exhibit B