03-0124_ALLIS ENGINEERING, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
vn.,
THIS AGREEMENT is made and entered into thiso8day of
03,
by and between the Capistrano Valley Water District (hereinafter referrethe
"District") and Allis Engineering, Inc., (hereinafter referred to as "Consultant").
RECITALS:
WHEREAS, District desires to retain the services of Consultant regarding the
District's proposal to perform RIVIERA electrical risk assessment radiothermology
inspection of various pump sites; and
WHEREAS, Consultant is qualified by virtue of experience, training, education
and expertise to accomplish such services.
NOW, THEREFORE, District 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.
Consultant warrants that all of its services shall be performed in a competent,
professional and satisfactory manner and in accordance with the prevalent standards of
its profession.
Section 2. Term.
This Agreement shall commence on the effective date of this Agreement and
services required hereunder shall be completed by no later than sixty (60) days.
Section 3. Compensation.
3.1 Amount.
Total compensation for the scope of services for this Project shall not
exceed eighteen hundred dollars ($1,800), as set forth in Exhibit "A," attached and
incorporated herein by reference.
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3.2 Rate Schedule.
The services shall be billed to the District at the hourly rate set forth in
Exhibit 'A," attached and incorporated herein by reference. Included within the
compensation are all the Consultant's ordinary office and overhead expenses incurred
by it, its agents and employees, including meetings with the District representatives and
incidental costs to perform the stipulated services. Submittals shall be in accordance
with Consultant's proposal.
3.3 Method of Payment.
Consultant shall submit monthly invoices based on total services, which
have been satisfactorily completed and specifying a percentage of projected completion
for approval by the District. The District will pay monthly progress payments based on
approved invoices in accordance with this Section.
For extra work not part of this Agreement, a written authorization from the
District is required prior to Consultant undertaking any extra work.
3.4 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 District.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not
an agent or employee of District, and shall obtain no rights to any benefits which accrue
to District'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 District to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required
without written approval of the District. This Agreement may not be assigned,
voluntarily or by operation of law, without the prior written approval of the District. If
Consultant is permitted to subcontract any part of this Agreement by District, Consultant
shall be responsible to District 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 District. All persons engaged
in the work will be considered employees of Consultant. District will deal directly with
and will make all payments to Consultant.
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Section 6. Changes to Scope of Work.
In the event of a change in the Scope of Work provided for in the contract
documents as requested by the District, 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 Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated
the work to be performed; (2) it has investigated the proposed construction site,
including the location of all utilities, and is aware of all conditions there; and (3) it
understands the facilities, difficulties and restrictions of the work under this Agreement.
Should Consultant discover any latent or unknown conditions materially differing from
those inherent in the work or as represented by District, it shall immediately inform
District of this and shall not proceed with further work under this Agreement until written
instructions are received from the District.
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.
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Section 11. Copies of Work Product.
At the completion of the contract period, Consultant shall have delivered to
District at least one (1) copy of any final reports and architectural drawings containing
Consultant's findings, conclusions, and recommendations with any support
documentation. All reports submitted to the District shall be in reproducible format.
All services to be rendered hereunder shall be subject to the direction and
approval of the District.
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
District. All such reports, information, data, and exhibits shall be the property of the
District and shall be delivered to the District upon demand without additional costs or
expense to the District. The District acknowledges such documents are instruments of
Consultant's professional services.
Section 13. Indemnity.
Consultant agrees to protect, defend and hold harmless District, its elected and
appointed officials 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
damage to property or interference with use of property and for errors and omissions
committed by Consultant arising out of or in connection with the work, operation or
activities of Consultant, its agents, employees and subcontractors in carrying out its
obligations under this Agreement.
Section 14. Insurance.
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 Not Applicable
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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 the following minimum amounts:
$500,000 property damage;
$500,000 injury to one person/any one occurrence/not limited to
contractual period;
$1,000,000 injury to more than one person/any one occurrence/not limited
to contractual period
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 to the Consultant's general liability and umbrella liability
policies to the City Clerk's office for certification that the insurance requirements of this
Agreement have been satisfied.
14.5 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 District,
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.
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14.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
District has issued a written "Notice to Proceed" verifying that Consultant has complied
with all insurance requirements of this Agreement.
Section 15. Termination.
District and Consultant shall have the right to terminate this Agreement without
cause by giving thirty (30) days' advance written notice of termination to the other party
In addition, this Agreement may be terminated 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: Public Works Director
To Consultant: Allis Engineering, Inc.
877 Del Obispo
Suite 204
San Juan Capistrano, CA 92675
Attn: Al L. Suther
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.
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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.
WATER DISTRICT
In
CONSULTANT
s Engineering, Inc.
ATTEST:
12. �--
ar ret R. Monahan, Clerk of the Board
APPROVED AS TO FORM:
John R. w, District Counsel
General Manager
"There isn't a facility we can't improve!"
ENGINEERING, INC _877 bel Obispo, Ste. 204 o San Juan Capistrano, CA 92675
Reliability Maintenance for Plant Profitability 1-888- 64-ALI IS 949-661-4800 fax: 949-661-9419
Eric Bauman, Sr Engineer
CAPISTRANO VALLEY WD
32450 Paseo Adelante
San Juan Capistrano 92675
Dear Eric Bauman,
Re: RIVIERA Electrical Risk Assessment Radiothermo/ogv Inspection
Our Allis RIVIERA program of inspection is radically different from ordinary infrared in
that it not only relies on the FUR ThermaCem models 550 through 695, recognized as the
most advanced infrared imagers on the market to -date, but on an Allis Engineering
proprietary methodology, which incorporates thermal signatures of over 500 electrical systems
It is the only service to subject all infrared data to a rigorous scientific software analysis (see
radiometric markers on sample images and X -Y graphs). As a result our inspections yield 3 to
1.0 times as many findings as ordinary infrared.
We do not stop at identifying defects in electrical and can also test your rotating
equipment for hidden problems that, if corrected in a timely fashion, will extend the life of your
equipment. Our other capabilities include GFI testing, breaker proactive testing and
maintenance, acoustical test, corona testing, NEC/OSHA violation reporting, power quality
analysis, X -Ray, ground radar, aerial infrared surveys, laser shaft alignment and more.
For a modest investment, your facility will gain a fairly comprehensive
understanding of your equipment potential for breakdowns. This will impact positively on
repair cost control, increase availability/uptime and help protect your building and personnel
from catastrophes, such as fire or explosion. The expected return on investment is at the very
least a ratio of 1:4 (am rding to EPRI).
You will find us committed to a very conscientious work ethics and as engineers and
technicians we vow to seek your best interests. We offer NO REPAIR and as a result have
nothing other to gain from our inspections, other than your good will.
We look forward to supporting your goal to achieve work! -class facility reliability.
Sincily yqurs,
Al L. Suther, ME, MSc, MBA
Principal Engineer
Allis Engineering Inc.,
a California Corporation
encl. if mailed: quote, line card, corporate binder, etc.
EXHIBIT "A"
imm
❑ RIVIERA Infrared
ENGINEERING mc.
[I Vibration Analysis
�
❑ Flow Testing
31877 del Obispo St. ste 204, San Juan, CA 92675
❑ Breaker GFI Test
Field Offices: Lae Vegas, Honolulu, bfstmeapolis, Seattle, New Orleans,
❑ Laser Alignment
Orlando, Albuquerquy Busiest, St Louis.
❑ UT Leak Detection
❑ Roof Leak Detection
❑ Thickness Testing
❑ Power Quality Analysis
❑ Witness Testing
5001 -2002 Proposal. Date: 12/13/2002 -
❑ Other:
..• CONTACT:
PROJECT
Eric Bauman, Sr Engineer
CAPISTRANO VALLEY WD
32450 Paseo Adelame San Juan Capistrano CA 92675
Fax: 949-493-3955 Phone: 949-487-4312
PROJECT•
COVERAGE: ALL ELECTRICAL and as required ELECTRO -MECHANICAL equipment: transformers, breaker
panel board, distribution arrays, timers, MCC buckets, pre- /post- meter connections, roof AC controls,
chillers, disconnects, pumps, fans, motors, boiler/heater refractory loss, conduits, steam traps, etc.
RESULTS. 1) identification of electricaltmechanical and ancillary system defects, whether serious or incipient
2) identification of related energy losses where applicable
3) OSHAINEC, NEMA, and other violations.
METHODS: Allis RIVIERA® facility risk assessment program. Includes vibration analysis as needed.
LOCATION: same
REPORT CD-ROM or printed format. Lamination optional. -
a • •
Over 100 years of facility engineering experience. Work will be performed using ONLY the higest scientific -grade
infrared imagers FLIR550/570/695. Lower quality/obsolete scanners will NOT be substituted. All instrumentation and
methodol cum lies with ISO9002, ANSI, ASNT, NFPA, OSHA.
'ESTIMATED INVESTMENT:
$490/day. Work day is 8 hours. Fees are based on facility supplying a min. of one assistant to removelreplace panels.
Work time includes preparation, local transit, briefing, review of prints and history, inspection of electrical and electro-
mechanical using only advanced infrared and other technologies, debriefing, PC data download and analysis, with
temporary or permanent report prepared (and delivered) on site or - if work load is heavy - in Allis lab. Time in Allis lab
will vary from 2-4 hours per workday according to number of defects/anomalies identified. Price is based on final report
delivered in CD-ROM color format. If client desires to have Allis print the report instead, add $35/day and $15/day
lamination (recommended for long life and readability). Past due invoices subject to a 1.50/o/mo. charge. NTE: $1800 with
lower billed hours prevailing.
COMPLETION TIME / PROPOSED INSPECTI
est. days: 2 / open
WORK AUTHORIZATION
Off P.O. No. Not required.-_
i
1L�fO�isL�
A. L. Suther, Principal En (neer, Allis E Tree n Date Eric Bauman, Sr Engineer Date
Please, sign and fax this form back to 949-661-9419
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