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10-0216_LINC MECHANICAL SERVICE LOS ANGELES_Personal Services AgreementPERSONAL SERVICES AGREEMENT 1� � of PTH AGREEMENT is made, entered into, and shall become effective this day DA- ! 0, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Linc Mechanical Service Los Angeles (hereinafter referred to as the "Contractor"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to; Provide Maintenance for Building Environmental Systems. See Exhibit A) WHEREAS, Contractor is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Contractor mutually agree as follows: Section I. Scope of Work. The scope of work to be performed by Contractor 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 and shall terminate, and all services required hereunder shall be completed, no later than One Year from the date of the agreement. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $48,840 as set forth in Exhibit "A," attached. 3.2 Method of Payment. . Subject to Section 3.1, Contractor 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. Invoices shall be addressed as provided for in Section 16 below. 3.3 Records of Expenses. Contractor 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 Contractor 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 Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for City to enter into this Agreement. Contractor 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 Contractor is permitted to subcontract any part of this Agreement by City, Contractor 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 work will be considered employees of Contractor. 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 Contractor 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 Contractor's fees. Section 7. Familiarity with Work and/or Construction Site. By executing this Agreement, Contractor 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 (3) it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Contractor 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. iJ Section 9. Compliance with Law; E -Verity. 9.1. Compliance with Law. Contractor shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 9.2. E -Verify. If Contractor is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Contractor 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. Contractor 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 lit p://www.uscis. ov, or access the registration page at http_s:f/emverif�.usci_ s.gc�vler�rc�Ill. Contractor 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. 9.3 GENERAL PREVAILING RATE OF PER DIEM WAGES. Pursuant to the Labor Code of the State of California, copies of the prevailing rate of per_diem wages, as determined by the Director of the State Department of Industrial Relations, are on file in the Office of the City Clerk, 32400 Paseo Adelanto, San Juan Capistrano, California, and are hereby incorporated and made a part hereof. CONTRACTOR agrees that he, or any SUB -CONTRACTOR under him, shall pay not less than the foregoing specified prevailing rates of wages to all workmen employed in the execution of the contract. Section 10. Conflicts of Interest. Contractor 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 Contractor. Section 11. Copies of Work Product. At the completion of the work, Contractor shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Contractor'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. 3 Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Contractor 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 Contractor's professional services. Section 13. Indemnity. To the fullest extent permitted by law, Contractor 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 Contractor, Contractor's agents, officers, employees, subcontractors, or independent contractors hired by Contractor in the performance of the Agreement. The only exception to Contractor'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 Contractor. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Contractor, 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. Contractor shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Contractor 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, Contractor 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 0 Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit small 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. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Contractor 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). 14.3 Worker's Compensation. If Contractor intends to employ employees to perform services under this Agreement, Contractor 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 aywork under this Agreement, Contractor 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 Contractor, including the insured's general supervision of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired, or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 14.6 Errors and Omissions Coverage [FOR PROFESSIONS/WORK EXCLUDED FROM GENERAL LIABILITY] Throughout the term of this Agreement, Contractor 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. w7 14.7 Terms of Compensation. Contractor shall not receive any compensation until all insurance provisions have been satisfied. 14.8 Notice to Proceed. Contractor shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Contractor has complied with all insurance requirements of this Agreement. 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 Contractor. 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. Section 16. Notice. All notices shall be personally delivered or mailed to the below fisted 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: West Curry To Contractor: Linc Mechanical Service Los Angeles 152 Technology Irvine, CA 92618 Attn. Tony Dyer 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. APPROVED AS TO FORM: LC City Attorne� CITY OF SAN JUAN CAPISTRANO 0 By: Joe T it, City Manager CO CT R s Today's ©ate: C)i � l#N ► III d :' 1 It S d : ' ► '-NIIII i%i111111 Transmittal Routing (Check All That Apply) ❑ City Attorney ®' City Manager ❑ City Clerk CIP No. (if any): C 3 S Project Manager's fast Name: Phone Extension: Council or CRA Meeting ©ate (if applicable): t I I-,? ((o APPROVING AUTHORITY: (Check One) J Mayor ❑ CRA Chair City Manager Provide (1) executed original contract for each signing party, including the City. If the agreement is to be recorded — only (1) original will be recorded with certified copies going to other parties. Please provide the mailing address of any party to receive an agreement — unless the mailing address is included within the body of the agreement: Names Street Cit St Zi is cc. i, 2 1 e OTHER INSTRUCTIONS: PES � 4, C� A -y C Ier-IL Form Date: €11-2€104 D - 7 32400 PASEO AF?ELANTO MEMBERS OF THE CITY COUNCIL SAN JUAN CAPISTRANO, CA 92675 (9469) 493-1171 / o � 14COkPaa�lE¢ RA rEVATO LAURA FREES( 46 (993 493 1053 FAX ® f � E9� www sanjuancapistrana org Est&BElS E0 1776 LARRYKRAMER DEREK REEVE J®A a JOHN TAYLOR TRANSMITTAL Im Linc Mechanical Service Los Angeles Attm Tony Dyer 152 Technology Irvine, CA 92618 DATE: December 13, 2010 FROM: Kristen Lewis, Administrative Specialist (949) 443-8308 RE: Personal Services Agreement — Maintenance for Building Environmental Systems Thank you for maintaining 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, Tease call me at (949) 443-6308. If you have questions concerning the agreement, please contact West Curry, Assistant Utilities Director at (949) 487-4307. An original agreement is enclosed for your records. Cc: West Curry, Assistant Utilities Director Seen ,duan Capistrano. reserving the Past to Enhance the Future �q� Pbn[ed on 1001 recycled paper 11/2/2010 TO: ,toe Tait, City Manager FROM: West Curry, Assistant Utilities Director SUBJECT: Consideration of a Personal Service Agreement for Routine Maintenance of Fourteen (14) Pump Station/Reservoir Sites and Four (4) Wells. (Linc Mechanical System Los Angeles) RECOMMENDATION: By motion, approve and authorize the City Manager to execute an agreement in the amount of $48,070 with Linc Mechanical Service Los Angeles for the maintenance of fourteen (14) pump station/reservoir sites and four (4) wells. SITUATION: In order to provide the most efficient use of existing resources the Utility Department has sought a professional firm to perform the routine maintenance of fourteen (14) pump station/reservoir sites and four (4) well sites. Through the use of a professional firm to perform the routine maintenance of these sites, it would free existing staff to perform critical repairs to the City's water system. T611] L11 7I The routine maintenance of facilities has been identified .as an opportunity to seek an alternative delivery of service. This opportunity is both a cost savings to the City as well as an improvement of the existing delivery of service as it frees existing staff to perform critical repairs and the integration of a service provider with a track record of excellent service. The proposed service provider Linc Mechanical Service has worked with staff to establishe a scope of work that meets the maintenance needs of the City and integrates with the Computer Maintenance Monitoring System. This service is provided at a cost that is significantly less than if this service was provided by City Staff, without a reduction in quality of service. SUMMARY AND RECOMMENDATION: Linc Maintenance System has been identified as a service provider that would meet the service needs of the City, at a reduced cost and without a detriment to the existing quality of service. Because the service needs are met, the associated cost of the service is less than the use of City Staff, there is no reduction in the quality of service, Agenda Report Page 2 November 2, 2010 no interaction with the public and it more efficiently uses existing resources, staff would recommend approval of the proposed Personal Services Agreement. FINANCIAL CONSIDERATIONS: Previously the City had solicited bids from three firms, one firm did not respond to the request, one firm's scope did not meet the service needs of the City, and, the third was Linc Mechanical Service. Due to the provided service, being a maintenance service the traditional bid selection process was therefore not required. The established cost of the proposed service is 48,840.00 for a full year, and will be paid by the existing Operation and Maintenance fund. NOTIFICATION: Linc Maintenance Service Los Angeles RECOMMENDATION: By motion, approve and authorize the City Manager to execute an agreement in the amount of $48,070 with Linc Mechanical Service Los Angeles for the maintenance of fourteen (14) pump station/reservoir sites and four (4) wells. Respectf II subml#ted, West Curry) Assistant Utilities Director Attachments: 1. Personal Service Agreement Prep re by, J st n Kir , en or Management Analyst PERSONAL SERVICES AGREEMENT THIS AGREEMENT 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 the "City") and Linc Mechanical Service Loa Angeles (hereinafter referred to as the "Contractor"). RFCITAI S - WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to, Provide Maintenance for Building Environmental Systems. See Exhibit A) WHEREAS, Contractor is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Contractor mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by Contractor 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 and shall terminate, and all services required hereunder shall be completed, no later than One Year from the date of the aareement. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $48,840 as set forth in Exhibit "A," attached. 3.2 Method of Payment. Subject to Section 3.1, Contractor 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. Invoices shall be addressed as provided for in Section 16 below. ATTACHMENT 1 3.3 Records of Expenses. Contractor 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 Contractor 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 Assi nment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for City to enter into this Agreement. Contractor 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 Contractor is permitted to subcontract any part of this Agreement by City, Contractor 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 work will be considered employees of Contractor. 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 Contractor 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 Contractor's fees. Section 7. Familiarity with Work and/or Construction Site. By executing this Agreement, Contractor 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 (3) it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Contractor 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, 9.1. Compliance with Law. Contractor shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 9.2. E -Verify. If Contractor is not already enrolled in the U.S. Department of Homeland Security's E -Verify program, Contractor 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. Contractor 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 http://www.uscis.gov, or access the registration page at https-//e-verify.uscis.gov/enroll/. Contractor 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. 9.3 GENERAL PREVAILING RATE OF PER DIEM WAGES. Pursuant to the Labor Code of the State of California, copies of the prevailing rate of per diem wages, as determined by the Director of the State Department of Industrial Relations, are on file in the Office of the City Clerk, 32400 Paseo Adelanto, San Juan Capistrano, California, and are hereby incorporated and made a part hereof. CONTRACTOR agrees that he, or any SUB -CONTRACTOR under him, shall pay not less than the foregoing specified prevailing rates of wages to all workmen employed in the execution of the contract. Section 10. Conflicts of Interest. Contractor 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 Contractor. Section 11. Copies of Work Product. At the completion of the work, Contractor shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Contractor'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. 3 Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Contractor 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 Contractor's professional services. Section 13. Indemnity. To the fullest extent permitted by law, Contractor 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 Contractor, Contractor's agents, officers, employees, subcontractors, or independent contractors fired by Contractor in the performance of the Agreement. The only exception to Contractor'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 Contractor. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Contractor, 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. Contractor shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Contractor 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, Contractor 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 CI 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. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Contractor 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). 14.3 Worker's Compensation. If Contractor intends to employ employees to perform services under this Agreement, Contractor 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, Contractor 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 Contractor, including the insured's general supervision. of Contractor; products and completed operations of Contractor; premises owned, occupied or used by Contractor; or automobiles owned, leased, hired, or borrowed by Contractor. 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 PROFESSIONS/WORK EXCLUDED FROM GENERAL LIABILITY] Throughout the term of this Agreement, Contractor 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. 5 14.7 Terms of Compensation. Contractor shall not receive any compensation until all insurance provisions have been satisfied. 14.8 Notice to Proceed. Contractor shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Contractor has complied with all insurance requirements of this Agreement. 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 Contractor. 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. 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: West Curry To Contractor: Linc Mechanical Service Los Angeles 152 Technology Irvine, CA 92618 Attn. Tony Dyer 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. no 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. ATTEST: City Clerk APPROVED AS TO FORM: City Attorney CITY OF SAN JUAN CAPISTRANO 13 Joe Tait, City Manager CONTRACTOR la 7 3240:0 PASEO #+DELAN"f MFMB M OF T. WY CCNU; hof"(;,, NOTIFICATION OF MEETING OF POTENTIAL INTEREST OF THE SAN ,JUAN CAPISTRANO CITY COUNCIL LAV W- FRUCE LDKD U so The City Council of San Juan Capistrano will meet at 7:00 p.m. on Tuesday, November 2, 2010, in the City Council Chamber in City Hal[, to consider: "Consideration of a Personal Services Agreement for Routine Maintenance of Fourteen (14) Pump Station/Reservoir Sites and Four (4) Wells. (Linc Mechanical System Los Angeles)" - Item No. D9. If you have specific thoughts or concerns regarding this item, you are encouraged to participate in this decision making process. You can communicate with the City Council through correspondence addressed to the Council and/or by attending the meeting and speaking to the Council during the public meeting. Correspondence related to this item must be received at the City Clerk's office by 5:00 p.m. on Monday, November 1, 2010, to allow time for the Council to consider its content. If you would like to speak at the meeting, please complete a yellow "Request to Speak" form found inside the entrance to the Council Chamber. This form is turned in at the staff table, just in front of the Council dais. You will be called to speak by the Mayor when the item is considered. You have received this notice at the request of the City staff member Justin Kirk, Senior Management Analyst. You may contact that staff member at (949) 443-0381 with any questions. The agenda, including . agenda reports, is available to you on our web site: www.sanjuancapistrano.org. If you would like to subscribe to receive a notice when agendas are posted to the web site, please make that request by sending an e-mail to: cit clerk sanouanca istrano.or . Maria Morris, CMC City Clerk cc: Linc Mechanical Service Los Angeles T y' 1. .A .. 3r•INC �, ..., .. . ^ 'r ®R::!. �.• �..:® '.. ¢:: SII.: ®. P 4 0 ! sat $ ll�� 1 1 f ,,.. Linc Mechanical Service Los Angeles 152 Technology Irvine, CA 92618 hereinafter CONTRACTOR SERVICESPROVIDED .. City of San Juan Capistrano AND 32400 Paseo Adelanto San Juan Capistrano, CA 92675 hereinafter CUSTOMER Contractor wi#I provide the services described in them a intertance program indicated below, which are attached hereto and made apart of this Agreement, in accordance with the terms and conditions set forth on the following maintenance program pages. MAINTENANCE 2110GRAM, Customized Professional Maintenance IV and associated Terms and Conditlons AGREEMENT coverage will commence on (date). The AGREEMENT price is 48,840.00 per year, payable $4, ZQAL( `_ per f oaath in advance beginning on the effective date of This AGREEMENT price will be $4,07Q.Ug per MQnth from (date). (date) through IN WARRANTY ONLY: During the warranty, the AGREEMENT price will be per It is understood that the warranty expires on (date). SCHE I -Inventory Of Equipment 5 -Special Services/Provisions is :i , F—p—Y — v—L'G ut- -mi 1z, Ni uurueu fur a.ustorner s use only. uon€ractor guarantees the price stated in this Agreement forthirty (30) days from proposal date above. This proposal will become a binding Agreement only atter acceptance by Customer and approved by an officer of Contractor as evidenced b their signatures below. This Agreement sets fortis all of the terms and conditions binding upon the parties hereto; and no person has ority o make any claim, representation, promise or condition on behalf of Contractor which is not expressed herein. This annual Agr ent hail ontinue in effect from year to year unless either party gives written notice to the other of intention not to renew thirty (30) days or to y nniversary date, -- Signature(Sales Representative) Loren W. Smith Signature (Authorized Representative} Approved For Contractor Signature Name (Print/Type) Name & Title Title Date Date Confidential and Proprietary. No Unauthorized Reproduction or Use. EXHIBIT A - CONTRACTOR WILL PROVIDE THE FOLLOWING PROFESSIONAL MAINTENANCE SERVICES FOR THE BUILDING ENVIRONMENTAL MECHANICAL SYSTEM(S) COMPRISED OF THE EQUIPMEENT LISTED ON SCHEDULE i (IINVENTORY OF EQUIPMENT). Contractor will provide the following scope of work on fourteen (14) Pump Station / Reservoir sites and four (4) well sites: - Visually inspect all equipment (pumps, valves, fans, controls, thermostats, timers, and lights to ensure that all are properly functioning. - Visually inspect each facility for any possible problems such as but not limited to leaks and equipment failure. - Audible inspect all equipment and note any abnormal sounds. - Complete SJC facility inspection checklist located at each pump station, Visually inspect facility for any graffiti or vandalism and report if any is found. -S weep Pump Station floors. Clean pumps and valves of excess dirt and cobwebs. (Clear cobwebs inside pump station structure). Pick up any obvious trash if possible. Notify SJC if excessive "trash is present. - Walk perimeter of entire pump station and/or reservoir and check facilities for any structural problems and report immediately. Inspect all doors, hatches, gates, fences, windows, and locks to ensure that they are working properly and secured. - Contractor will provide job labor, travel, required to service each piece of equipment and determine its operating condition and efficiency. Contractor is required to document all activities listed below. Inspect for excessive vibration. Inspection for worn, failed, or doubtful parts; mountings; drive couplings; oil level; rotation; water, and/or oil leaks. - Technician will check in on scheduled service day at lam to obtain access keys from SJC. Any special instructions by SJC will be provided to technician at that time. Upon completion of the service the technician will release keys to POC at SJC and report any major findings/issues at that time. Non critical service issues will be generated by the Linc Service Operations department and furnished to SJC within three days of service. Confidential and Proprietary. No Unauthorized Reproduction or Use. ',` CONTRACTOR WILL PROVIDE THE FOLLOWING PROFESSIONAL MAINTENANCE SERVICES FOR THE BUILDING ENVIRONMENTAL MECHANICAL SYSTEM(S) COMPRISED OF THE EQUIPMEENT LISTED ON SCHEDULE i (IINVENTORY OF EQUIPMENT). Contractor will provide the following scope of work on fourteen (14) Pump Station / Reservoir sites and four (4) well sites: - Visually inspect all equipment (pumps, valves, fans, controls, thermostats, timers, and lights to ensure that all are properly functioning. - Visually inspect each facility for any possible problems such as but not limited to leaks and equipment failure. - Audible inspect all equipment and note any abnormal sounds. - Complete SJC facility inspection checklist located at each pump station, Visually inspect facility for any graffiti or vandalism and report if any is found. -S weep Pump Station floors. Clean pumps and valves of excess dirt and cobwebs. (Clear cobwebs inside pump station structure). Pick up any obvious trash if possible. Notify SJC if excessive "trash is present. - Walk perimeter of entire pump station and/or reservoir and check facilities for any structural problems and report immediately. Inspect all doors, hatches, gates, fences, windows, and locks to ensure that they are working properly and secured. - Contractor will provide job labor, travel, required to service each piece of equipment and determine its operating condition and efficiency. Contractor is required to document all activities listed below. Inspect for excessive vibration. Inspection for worn, failed, or doubtful parts; mountings; drive couplings; oil level; rotation; water, and/or oil leaks. - Technician will check in on scheduled service day at lam to obtain access keys from SJC. Any special instructions by SJC will be provided to technician at that time. Upon completion of the service the technician will release keys to POC at SJC and report any major findings/issues at that time. Non critical service issues will be generated by the Linc Service Operations department and furnished to SJC within three days of service. Confidential and Proprietary. No Unauthorized Reproduction or Use. Proposl Lat Pp®aft Number /�greetneirt Icy 10/1812010 PC - 14644 - Program Administration: Provide work orders via the internet, provide inventory control for parts and materials, and supply performance feedback through local supervision. Computerized Maintenance Scheduling: Technicians are to document their work and results and provide access to view work order tickets via the internet 24x7. - Customer Assurance Review and Evaluation: At 90 days, and subsequently every six months after, a review and evaluation meeting will take place to discuss concerns, issues, changes and needs. - Evaluation of condition of each piece of equipment and recommendations of any work that may be needed to bring that piece of equipment up to fully operational and efficient working order. Guaranteed response time of 4 hours. I- Trip charges for ALL scheduled preventative maintenance are included. E -Service web site which allows you to request service online, track the status of outstanding :rvice requests and research archived work orders. Confidential and Proprietary. No Unauthorized Reproduction or Use. Schedule I Page 4 o �.nventory Of Equipment .......... 741 ii i October 18,2010 PC - 14644 Qty Detcnpyon ��Piufactdrer Mode : SBria[ # IFiattt'�:g L 1 Pump # 1 under ground n/a / Baldor 07-1600571 n/a 15hp / 1150 Aquagate motor rpm 11000 underground gpm 1 Exhaust Fan # 1 n/a n/a n/a n/a Aquagate underground (manhole) 1 Altitude Valve Aquagate underground ,: (manhole) 1 Above Ground Tank # 1 HighWest Side":,. Reservoir 1 Above Ground Tank # 2 High West Side Reservoir 2 Altitude Valves High West Side" .. Reservoir, 1 Pump # 3 Split Case M2534T 39L035X45 30hp 13510 Bear Brand Pump Pump 33HZ rpm / 284 TS Station 1 Pump # 1 US Motor BF'54A H050S2BL 50hp 1 1770 Bear Brand Pump G rpm 1326 TP Station 1 Hydro pneumatic tank Bear Brand Pump " Station 1 Relief Valve Bear Brand Pump Station 1 Exhaust Fan # 1 n/a n/a n/a Bear Brand Pump Station 1 Air Compressor # 1 n/a n/a n/a Bear Brand Pump Station 1 Above Ground Reservoir Cooks Reservoir Building 1 Altitude Valve Cooks Reservoir : 1 Pump # 1 Baldor Motor M2534T 39L035X45 3Ohp 13510 ` Captains Hill 3HZ rpm 1284 TS 1 Pump # 2 Peerless Pump ! n/a 753229 60hp 1 1775 ;;; Captains Hill US Motor rpm 1364 TS 1 Pump # 1 Johnston Pump 98JG5159 96JAZ1480 125hp 1 1800 :" Zone 2 Pump Co. C rpm 1750gpm Station Confidential and Proprietary. No Unauthorized Reproduction or Use. Schedule 1 Page 5 of Inventory e r POS W -.:;- IYIo. O Qty ..- iJe.rici ,p0 man, a14.0.i.�or IYIo. O 1 Pump # 2 Johnston Pump 98JG5159 96JAZ1480 125hp 1 1800 Zone 2 Pump Co. B rpm 1750 Station Spm 1 Pump # 3 Jonston Pump 98JG5159 96JAZ1480 125hp / 1800 :Zone 2 Pump Co. A rpm 1750 'Station gpm 1 Exhaust Pan # 1 n/a n/a n/a Zone 2 Pump `Station . 1 Relief Valves Zone 2 pump Station 2 In Ground Reservoir Re d`Reserv'oi Buildings 1 Valve shaft Reed Reservoir 1 Flow Control # 1 In Mountain Flow ... Station 1 In Ground Reservoir Tank Hunt Club30681 Steeplechase Dr 1 Pump # 1 US Motor BF33 H02052ELF 20hp11765 Zone 3 Pump rpm Station 1 Pump # 2 GE Motor 5K256DP600 N/A 20hp 1 1755 Zone 3 Pump 8 rpm Station 1 Relief Valve Zone 3 Pump Station 1 Exhaust Fan # 1 n/a nla n/a Zone 3 Pump Station 1 In Ground Reservoir Tank Zone_3 Reservoir . 1 Pump # 1 Floway Pump Type VTP 55874-1-1 40hp 1 1780 berryHill rpm 1 1100 Pump Station gpm 1 Pump # 2 Floway Pump Type VTP 55874-1-1 40hp 11780 Strawberry Mill rpm/ 1100 Pump Station gpm 1 Relief Valves Strawberry Fulls Pump Station 1 Exhaust Fan # 1 n/a n/a n/a Strawberry Hills Pump Station Confidential and Proprietary. No Unauthorized Reproduction or Use. Schedule I Page 6 of ; Inventory i 11� Proposal. "' s :e; s ,' . _..' 1 Underground Altitude Valve 1 Pump # 1 1 1 1 1 1 1 1 1 1 1 1 Pump # 2 Exhaust Fan # 1 Above Ground Reservoir Tank Altitude Valve Pump # 1 John Lisee Strawberry Hills Pumps Pump Station Pump # 2 John Lisee (manhole) - Lincoln n/a n/a 40hpI Mission mills Pump,,` Pump # 3 Diesel Engine (Fire Control 1780rpm I Station Pump Pump System) 324T G.E 5K324AK205- n/a 40hp 1324T Mission Hills Pump ` R US Motor Station nla n/a n/a Mission Hills Pump Pump # 1 John Lisee 341A -BF Pumps Mission Hills Pump # 2 John Lisee 341A -BF Pumps Mission Hills Pump # 3 Diesel Engine (Fire Control Reservoir -.�. Pump Pump System) Capo Royale Pump Well Pump # 1 Goulds Pump DWT Well Pump # 2 US Motor n/a Well Pump # 3 Missing Pump --- Well Pump # 4 Goulds Pump DWT Confidential and Proprietary. No Unauthorized Reproduction or Use. Station Mission Hills Reservoir Mission Hills Reservoir -.�. 04-2714 10hp 13450 `" Capo Royale Pump rpm 1 100 Station gpm 04-2714 10hp / 3450: Capo Royale Pump rpm 1 100 Station, gpm Capo Royale Pump Station FR482989 75 hp 1 1780 5JB11 2 rpm n/a 75hp 1 1780 SJBA 4 rpm --- --- CVWD 1 :. FR482990 75 hp 11780 Tlrado' r, rpm Confidential and Proprietary. No Unauthorized Reproduction or Use. CUSTOMIZED PROFESSIONAL MAINTENANCE PROGRAM IV TERMS AND CONDITIONS 1. Customer shall permit Contractor free and timely access to areas and equipment, and allow Contractor to start and stop the equipment as necessary to perform required services. All planned work under this Agreement will be performed during Contractor's normal working hours. 2. In case of any failure to perform its obligations under this Agreement, Contractor's liability is limited to repair or replacement at its option and such repair or replacement shall be Customer's sole remedy. This warranty is conditioned upon proper operation and maintenance by Customer and shall not apply if the failure is caused or contributed to by accident, alteration, abuse or misuse, and shall not extend beyond the term of this Agreement. 3. The annual Agreement price is conditioned upon the system(s) covered being in a maintainable condition. If the initial inspection or initial seasonal start-up indicates repairs are required, a firm quotation will be submitted for Customer's approval. Should Customer not authorize the repairs, Contractor may either remove the unacceptable system(s), component(s) or part(s) from its scope of responsibility and adjust the annual Agreement price accordingly or cancel this Agreement. 4. The annual Agreement price is subject to adjustment on each commencement anniversary to reflect increases in labor, material and other costs. 5. Customers shall be responsible for all taxes applicable to the service and/or materials hereunder. 6, Customer will promptly pay invoices within ten (10) days of receipt. Should a payment become thirty (30) days or more delinquent, Contractor may stop all work under this Agreement without notice and/or cancel this Agreement, and the entire Agreement amount shall become due and payable immediately upon demand, 7. This Agreement applies only to the maintainable portions of the system(s). Repair or replacement of non -maintainable parts such as duct work, boiler shell and tubes, cabinets, boiler refractory material, main power service and electrical wiring, piping, tube bundles, valve bodies, coils, structural supports, oil storage tanks and other similar items are excluded. 8. Any alteration to, or deviation from, this Agreement involving extra work, cost of material or labor will become an extra charge (fixed price amount to be negotiated or on a time -and -material basis at Contractor's rates then in effect) over the sum stated in this Agreement, 9. Contractor will not be required to move, replace or alter any part of the building structure in the performance of this Agreement, 10. This Agreement does not include responsibility for design of the system, obsolescence, safety test, removal and reinstallation of valve bodies and dampers, repair or replacement necessitated by freezing weather, electricaf power failure, low voltage, burned -out maul or branch fuses, low water pressure, vandalism, misuse or abuse of the system(s), negligence of others (including Customer), fa%lure of Customer to properly operate the system(s), requirements of governmental, regulatory or insurance agencies, or other causes beyond control of Contractor. 11. Customer shall permit only Contractor's personnel or agent to perform the work included in the scope of this Agreement. Should anyone other than Contractor's personnel perform such work, Contractor may, at its option, cancel this Agreement or eliminate the involved item of equipment from inclusion in this Agreement. 12. In the event Contractor must commence legal action in order to recover any amount payable under this Agreement, Customer shall pay Contractor all court costs and attorneys' fees incurred by Contractor. 13. Any legal action against the Contractor relating to this Agreement, or the breach thereof, shall be commenced within one (1) year from the date of the work. 14. Contractor shall not be liable for any delay, loss, damage or detention caused by unavailability of machinery, equipment or materials, delay of carriers, strikes, including those by Contractor's employees, lockouts, civil or military authority, priority regulations, insurrection or riot, action o€ the elements, forces of nature, or by any cause beyond its control. 15, To the fullest extent permitted by law, Customer shalt indemnify and hold harmless Contractor, its agents and employees from and against all claims, damages, losses and expenses (including but not limited to attorneys' fees) arising out of or resulting from the performance of work hereunder, provided that such claim, damage, loss or expense is caused in whole or in part by an active or passive act or omission of Customer, anyone directly or in directly employed by Customer, or anyone for whose acts Customer may be liable, regardless of whether it is caused in part by the negligence of Contractor, 16. Customer shall make available to Contractor's personnel all pertinent Material Safety Data Sheets (MSDS) pursuant to OSHA`S hazard Communication Standard Regulations. 17. Contractor expressly disclaims any and all responsibility and liability for the indoor air quality of the customer's facility, including without limitation injury or illness to occupants of the facility or third parties, arising out of or in connection with the Contractor's work under this agreement. 18. Contractor's obligation under this proposal and any subsequent contract does not include the identification, abatement or removal of asbestos or any other toxic or hazardous substances, hazardous wastes or hazardous materials. In the event such substances, wastes and materials are encountered, Contractor's sole obligation will be to notify the Owner of their existence. Contractor shall have the right thereafter to suspend its work until such substances,wastes or materials and the resultant hazards are removed. The time for completion of the work shall be extended to the extent caused by the suspension and the contract price equitably adjusted. 19. UNDER NO CIRCUMSTANCES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), EQUITY OR OTHERWISE, WILL CONTRACTOR BE RESPONSIBLE FOP, LOSS OF USE, LOSS OF PROFIT, INCREASED OPERATING OR MAINTENANCE EXPENSES, CLAIMS OF CUSTOMER'S TENANTS OR CLIENTS, OR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. Confidential and Proprietary. leo Unauthorized Reproduction or Use