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10-0629_TRUSSELL TECHNOLOGIES, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT THISAGREEMENT is made, entered into, and shall become effective this day of 2010, by and between the City of San Juan Capistrano (hereinafter referred to as t e "city") and Trussell Technologies, Inc. (hereinafter referred to as the "Consultant"). 4.. RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide Desalination Process Assessment and Desalination Technical Su ort for the Groundwater Recovery Plant, 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 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. Section 2. Term. This Agreement shall commence on the effective date of this Agreement and services required hereunder shall continue until notified that said services are no longer required, subject to 15 days notice of termination. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $20,000 total contract amount, total compensation including expenses, etc. as 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. 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 City. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of City, and shall obtain no rights to any benefits which accrue to City's employees. Section 5. Limitations Upon Subcontracting and Ansi nrnent. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for 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 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 worn 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 Worm 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 () 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. Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law, E -Verify. 2 9.1. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 9.2. E -Verify. If Consultant is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Consultant shall enroll in the E -Verify program within fifteen days of the effective date of this Agreement to verify the employment authorization of new employees assigned to perform work hereunder. Consultant shall verify employment authorization within three days of hiring a new employee to perform work under this Agreement. Information pertaining to the E -Verify program can be found at hof%W. 'g, oo , or access the registration page at ht�tp s,1/v- ,v . Consultant shall certify its registration with E -Verify and provide its registration number within sixteen days of the effective date of this Agreement. Failure to provide certification will result in withholding payment until full compliance is demonstrated. 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. 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. 3 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 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. 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). M 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 naming City, its officers, employees, agents, and volunteers as additional insureds 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 PROFESSIONSIWORK EXCLUDED R OM 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, 5 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 additim. 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. 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 92676 Attn: West Curry To Consultant: Trussell Technologies, Inc. 232 N. Lake Ave. Suite 300 Pasadena, CA 01101 Attn: R. Shane Trussell, PhD 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. 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. APPROVED AS TO FORM- i" i v�a City Attorn6y CITY OF SAN JUAN CAPISTRANO By: 4oe TA, City Manager CONSULTANT By. 7 'FCHNIOLOUE' .May 18, 2010 City of Sall Juan Capistrano Utilities Department 32400 Pasco Adelanto Sail Juan Capistrano, CA 92675 Attention: Mr. William Curry Subject: Proposal for Desalination Process Advisor on Groundwater Recovery Plant Deal- Mr. Curry, Trussell Technologies, hic. has prepared this proposal in response to a request by the City of San Juan Capistrano for process and technical direction to operations at the Groundwater Recovery Plant (GWRP). Scope of Work To ensure that the GWRII continues to serve as a reliable water supply for. the City of Sail Juan Capistrano, (lie following activities will be performed: DOCUMENT HISTORIC OPERATIONS - Trussed) Technologies,, Inc. will review the historic documents that are available about the facility and document a summary that will highlight key factual observations to date. This inform.ation will be presented to operations staffand documented in Task 4. 2, MODELING TO DETERMINE SCALANTS - The GWRPs desalination process is impacted by the water quality from the vaHous possible combinations of wells that the Cily can put into service, In this task., the various combination,", of on-line well water quality will be assessed. This task will include discussions with the City about the most likely combination of wells currently utilized and possible for future GWRP operations. Based upon these discussions, all appropriate water quality will be selected for modeling. Due to variations in manufacturer software, a geochemical CODIJILIter model will be used in addition to the RO manu.-facturei's software to determine most likely fbulants of concern at the GWRP. This modeling will determine the appropriate RO recovery at the design capacity for the GWRP facility. PERFORNIRO SKID CAPACITY ASSESSMENT AND REQUIRED MODIFICATIONS -- Thi -s, task will assess the ultimate capacity of (lie existing RO skids. 'I"his Nvill include an analysis ol'the RO skid's hydraulic capacity. Exhibit A c piping hydraulics-, identify any flaw restriction points or inadequately sized equipment and relevant equipment that may i.mpaet future capacity, Any recommended equipment or piping modifications will be provided in Task 5, 4. OPERATIONS SUPPORT — This task will provide time for discussion with GWRP operations staff to discuss the development of trending reports to evaluate and track facility perfionnance. After meeting with operations staff, recommendations for tracking the desalination systems perforn3ance will be provided in Task 5- 5. TECHNICAL MEMORANDLJM - A draft technical memorandum will be prepared to summarize the findings froin Tasks I to 4 Im the City's review. After receiving the City's coinnients, the technical memorandum will be finalized. Schedule Trussell Teclinologies, Inc. anticipates completion of this scope of work within 45 days Gaff written authorization and Notice -to -Proceed. Budget Estimate The estimate(] budget to complete the above scope of work is $20,000. We understand that this budget cannot be exceeded without prior written authorization by the City. Tile City will be invoiced monthly on a timeand materials basis. We are really looking forward to this opportunity to work with the City and would be pleased to address away questions. Sincerely, R. Shane Trussell, Ph,D., P.E, Vice -President MEMORANDUM June 10, 2010 TO: Joe Tait, City Manager FROM: West Curry, Assistant Utilities Director Joe Mankawich, Associate Engineer SUBJECT: Proposal for Technical Support — GWRP (Trussell Technologies, Inc.) The Utilities Department and is looking forward to the introduction of the two new Eastern Wells into the GWRP system and expansion to the plant. To insure that these two major additions to the system are integrated properly staff desires to consult with a premier expert in the field of desalination technologies. Trussell Technologies, Inc. is an industry leader in the understanding and selection of these systems. It was with their guidance that the City took over control of the GWRP and was able to cure the colored water issue. No firm knows the City's GWRP better than Trussell and their oversight is much valued and trusted. In order that the wells are integrated into the existing system properly, computer modeling of the combined well water quality must be performed. This software will forecast the most likely concerns for fouling of the system membranes and determine appropriate actions to insure the best performance of the plant. In addition Trussell will develop an analysis of the Reverse Osmosis skid's hydraulic capacity and identify constriction points and inadequately sized equipment that may impact the final ultimate capacity of the plant. Trussell will recommend improvements based on their studies that will maximize the performance of the system for the lowest cost. Trussell will meet with Operations staff to show how to develop trending reports that will track the facilities performance. Staff recommends entering into a consulting services agreement with Trussell Technologies, inc. in the amount of $20,000 to perform these tasks. Please sign the attached Personal Services Agreement. 32400 PASEO AOEL.ANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAX www.sanjuancapistraiio.org U 11 l TO: Trussell Technologies, Inc Attn: R, Shane Trussell, PhD 232 N. Lake Ave, Suite 300 Pasadena, CA 91101 DATE: June 29, 2010 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 MEMBERS OP THE CITY COUNCIL SAM ALLEVATO LAURA FREESE THOMAS W. HRIBAR MARK NIELSEN ® QR. LONDRES USO RE: Personal Services Agreement — Provide Desalination Process Assessment and Desalination Technical Support for the Groundwater Recovery Plant 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 this agreement. If you have questions related to insurance requirements, please call me at (949) 443-6310. If you have questions concerning the agreement, please contact Joe Mankawich, Associate Engineer at (949) 4$7-4313. An original Agreement is enclosed for your records. Cc: Joe Mankawich, Associate Engineer San Juan Capistrano: Preserving the Past to Enhance the Future Printed on 100% recycled paper