21-0721_COMPLIANCE GUYS, LLC_Letter Agreement32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493.1171 (949) 493-1053 FAX Trull: Vd11J11WW(1pWrann orl JUNE 1, 2021 THE COMPLIANCE GUYS, LLC 4236 ALTA VISTA COURT OCEANSIDE, CA 92057 Dear Mr. Martin: Letter Agreement for Environmental Services MEMBERS OF THE CITY COUNCIL TROY BOURNE SERGIO FARIAS BRIAN L. MARYOTT DEREK REEVE JOHN TAYLOR This letter shall be our Agreement ("Letter Agreement") regarding the Environmental Services described below ("Services") to be provided by The Compliance Guys, LLC ("Consultant") as an independent contractor to the City of San Juan Capistrano (the "City") for the City's Spill Prevention Control and Countermeasure Plan Monthly Monitoring, and Annual Report ("Project"). Consultant is retained as independent contractor and is not an employee of the City. City and Consultant are sometimes referred to herein as "Party" or "Parties." The Services to be provided are more particularly described in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference. Services on the Project shall begin immediately and shall be completed by December 31, 2021, unless extended by the City in writing. Consultant shall perform all Services under this Letter Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California, and consistent with all applicable laws. Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Letter Agreement. Consultant has represented to the City that certain key personnel will perform and coordinate the Services under this Letter Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of equal competence upon written approval of the City. In the event that the City and Consultant cannot agree as to the substitution of key personnel, the City shall be entitled to terminate this Letter Agreement for cause. The key personnel for performance of this Letter Agreement are as follows: Jon P. Martin. Compensation shall be based on monthly services not to exceed Three Hundred Sixty Dollars, San .htan Capistrano: Pres•erviiig the Past to Enhance the F imirc " a•nled cn tL'-0'. ^^rynen P2t<< The Compliance Guys, LLC July 1, 2021 Page 2 of 6 $360.00, as indicated in the Scope of Services attached hereto as "Exhibit A". The total compensation shall not exceed Two Thousand Five Hundred Twenty Dollars, $2,520.00, without written approval of the Assistant Utilities Director. Consultant's invoices shall include a detailed description of the Services performed. Invoices shall be submitted to the City on a monthly hasis as performance of the Services progresses. The City shall review and pay the approved charges on such invoices in a timely manner. Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Letter Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. If the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Consultant shall provide proof of commercial general liability, business auto liability, and professional liability/errors and omissions insurance to the City in amounts and with policies, endorsements and conditions required by the City for the Services. The City, its elected officials, officers, employees, agents and authorized volunteers shall be named as Additional Insureds on Consultant's policies of commercial general liability and automobile liability insurance. If Consultant is an employer or otherwise hires one or more employees during the term of this Project, Consultant shall also provide proof of workers compensation coverage for such employees, which meets all requirements of State law, with endorsements and conditions required by the City. The City may terminate this Letter Agreement at any time with or without cause. If the City finds it necessary to terminate this Letter Agreement without cause before Project completion, Consultant shall be entitled to be paid in full for those Services adequately completed prior to the notification of termination. Consultant may terminate this Letter Agreement only upon 30 San Juan CaCristrano: Preserving the Past to Enhance the 1,11tiov The Compliance Guys, LLC July 1, 2021 Page 3 of 6 calendar days' written notice to the City only in the event of City's failure to perform in accordance with the terms of this Letter Agreement through no fault of Consultant. To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions of Consultant, its officials, officers, employees, subconsultants, consultants or agents in connection with the performance of the Consultant's Services, the Project or this Letter Agreement, including without limitation the payment of all consequential damages, expert witness fees and attorneys' fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant's obligation to indemnify shall survive expiration or termination of this Letter Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials, officers, employees, agents, or volunteers. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including all Cal/OSHA requirements; all emissions limits and permitting requirements imposed by the California Air Resources Board (CARB) or other governmental agencies; and all water quality laws, rules and regulations of the Environmental Protection Agency, the State Water Resources Control Board and the City. By executing this Letter Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time. Consultant shall maintain records of its compliance, including its verification of each employee, and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Consultant's compliance with the requirements. To the same extent and under the same conditions as Consultant, Consultant shall require all of its subcontractors, sub - subcontractors and consultants performing any work relating to the Project or this Letter Agreement to make the same verifications and comply with all requirements and restrictions provided herein. Consultant's failure to comply or any material misrepresentations or omissions relating thereto shall be grounds for terminating this Letter Agreement for cause. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. Finally, Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment in violation of state or federal law. As provided for in the indemnity obligations of this Letter Agreement, Consultant San Jnan Capistrano: Presem,ing the Past to Enhance the F'trttrre The Compliance Guys, LLC July 1, 2021 Page 4 of 6 shall indemnify City against any alleged violations of this paragraph, including, but not limited to, any fines or penalties imposed by any governmental agency. This Letter Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Letter Agreement, the action shall be brought in a state or federal court situated in Orange County, State of California. In addition to _ any and all wliila�i 1GliULG111G11W pciidiiliil� iv ii0iiCcS Vl ailu iLyu��w 1V1 NV11LfJV1130.UV11 vi payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City. Consultant shall not assign, sublet, or transfer this Letter Agreement or any rights under or interest in this Letter Agreement without the written consent of the City, which may be withheld for any reason. This Letter Agreement may not be modified or altered except in writing signed by both parties. Except to the extent expressly provided for in the termination paragraph, there are no intended third party beneficiaries of any right or obligation of the Parties. This is an integrated Letter Agreement representing the entire understanding of the parties as to those matters contained herein, and supersedes and cancels any prior oral or written understanding or representations with respect to matters covered hereunder. Since the Parties or their agents have participated fully in the preparation of this Letter Agreement, the language of this Letter Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. The captions of the various paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this LCtter Agreement. Consultant warrants that the individual who has signed this Letter Agreement has the legal power, right and authority to make this Letter Agreement and bind the Consultant hereto. If you agree with the terms of this Letter Agreement, please indicate by signing and dating where indicated below. San Jaren Cajfistrano: Preserving the Past to Enhance the Future The Compliance Guys, LLC July 1, 2021 Page 5 of 6 CITY OF SAN JUAN CAPISTRANO Ap pro B Charles View Assistant ity Manager Date THE COMPLIANCE GUYS, LLC Signatur v-. "i P M7�� Name Title 6 Ito (� _ Date Sun Jifufz capis#runo: Preserving Me Pact to Ei7haw e the Fittw-,,, The Compliance Guys, LLC July 1, 2021 Page 6 of 6 IW4IIIt11W.1 SCOPE OF SERVICES Consultant is to provide services to maintain compliance with the following three regulatory agencies: Orange County Department of Environmental Health Hazardous Materials Division, South Coast Air Quality Management District, and California Air Resources Board. Consultant shall provide Aboveground Petroleum Storage Act (APSA) and Spill Prevention Control and Countermeasure (SPCC) Plan compliance along with monthly monitoring and inspections. Annual Reporting will also be completed as well as training for facility staff. Consultant shall develop and maintain Spill Prevention Control and Countermeasure Plan, review plan regularly to ensure plan reflects current facility status, conduct monthly inspection of site to ensure compliance with plan, and provide the City with a copy of the inspection reports. The City will provide access for inspections to establish compliance and will also furnish drawings, plans, manuals, receipts, manifests, or other documents as necessary for the Consultant to complete the described scope of work. SCHEDULE OF RATES Service Monthly Cost Months Total Cost Utilities Department: Above Ground Petroleum Storage Act Inspection $75 7 $525 Travel Fee Monthl $45 7 $315 Total Utilities Department $840 Hourly Rate for Extra Work $120 Public Works Department: Hazardous Materials/Waste Inspection $120 7 $840 Above Ground Petroleum Storage Act Inspection $75 7 $525 Travel Fee(Monthly) $45 7 $315 Total Public Works Department $1,680 Hourly Rate for Extra Work $120 San Juan Capistrano: Preserving the Past to Enhance the Future C� � �I�n�n to[;"_eryr,IcdnaPer r(k,