00-0801_MALCOLM PIRNIE INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this / day of
206-0 , by and between the Capistrano Valley Water District
(hereinafter referred to as the "District") and Malcolm Pirnie Inc., (hereinafter referred to as
"Consultant").
RECITALS:
WHEREAS, District desires to retain the services of Consultant regarding the
District's proposal to provide hydrogeologic services to study and design 15 wells, hydraulic
modeling of the wells, a domestic water source pollution assessment study, and provide
construction monitoring services for well development; 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, described, recommended, or required to complete in as set fourth the Districts
request for proposals to provide Hydrogeologic Services for the Domestic, Non -Domestic,
and Brackish Water Wells Project, dated June 1, 2000; and items of work 1 — 7, item 9, and
the groundwater modeling described in the Consultant's proposal of June 29, 2000; herein
incorporated 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 Three hundred and sixty
five (365) days from the effective date of the Agreement.
Section 3. Compensation
3.1 Amount
Total compensation for the scope of services for this Project shall not exceed three
hundred fifty six thousand and twenty nine dollars ($356,029.00), as set forth in
Consultant's proposal of June 29, 2000 for this project.
3.2 Rate Schedule
The services shall be billed to the District as a percentage of the work
completed asset forth in Consultant's proposal of June 29, 2000 for this project. 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 that 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 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 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.
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.
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, and in digital format in compliance
with the District's digital submission standards.
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.
The Digital orthophoto and its 2 -foot contours are the property of the District of San
Juan Capistrano. The District will provide the orthophoto and its 2 -foot contours to the
Consultant, for the Consultants use only for this project. If the Consultant desires to use
the orthophoto and its 2 -foot contours for other projects it will purchase the right to use the
relevant sections from the District at that time.
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.
Admitted Insurers shall provide insurance required herein 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 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.
14.2 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 using ISO form CG 20 10 11 85 (in no event with an edition date later than 1990)
to the District's General Counsel for certification that the insurance requirements of this
Agreement have been satisfied.
14.5 Errors and Omissions Coverage
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 District'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 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.
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 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 District: Capistrano Valley Water District
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Director of Public Works
To Consultant: Paul L. Findely, P. E.
Malcolm Pirnie, Inc.
1902 Wright Place, suite 180
Carlsbad, CA 92008-6528
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.
Page 7 of 8
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.
CAPISTRANO VALLEY WATER DISTRICT
By: Ic
lyatt Hart, Chairman
COI
LIM
ATT ST:
lher/y/I/JohnsV, ClYy Clerk
APPROVED A TO FORM:
John R. S "alk, City Attorney
07(17/00