11-0216_ENVIRONMENTAL COMPLIANCE INSP SVCS_Personal Services Agreement0
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PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this
day of February, 2011, by and between the City of San Juan Capistrano (hereinafter
referred to as the "City") and Environmental Compliance Inspection Services
(hereinafter referred to as the "Contractor').
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to provide commercial and industrial facilities inspections as required in the
San Diego Water Quality Control Board stormwater permit, as set forth in Exhibit "A,"
attached.
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 and shall terminate, and
all services required hereunder shall be completed, no later than June 30, 2011.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed
$18,360.00, as set forth in Exhibit "A," attached.
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. Invoices shall be addressed as provided for in Section 16 below.
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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 Assignment.
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 work 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 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
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 (3) 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.
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Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
Section 9. Compliance with Law, E-Verifv.
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
http://www.uscis.gov, or access the registration page at https://e-verify.uscis.gov/enroll/.
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.
Section 11. Copies of Work Product.
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.
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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.
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
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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.
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 an amount not less than one million dollars per occurrence
($1,000,000.00).
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 [Reserved]
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.
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14.8 Notice to Proceed.
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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.
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 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: Ziad Mazboudi
To Contractor: Environmental Compliance Inspection Services
26 Dauphin
Dana Point, CA 92629
Attn: Jon C. Kinley
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").
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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:
City Attorn
CITY OF SAN JUAN CAPISTRANO
By:
Joe Ta t, City Manager
CON AN
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By.
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Date: January 13, 2011
To: Mr. Ziad Mazboudi / NPDES Coordinator / City of San Juan Capistrano
From: Jon C. Kinley /President /ECIS
Re: FSE/Commercial-Industrial NPDES Inspections Program Proposal
Dear Ziad:
Per your recent request please find below a proposal for ECIS to implement a FSE/Commercial-
Industrial NPDES Inspections Program for the City of San Juan Capistrano (City). This program
will consist ofannual Food Service Establishment (FSE) and Commercial -Industrial Facility
NPDES inspections. ECIS is currently implementing this program for the cities of Laguna Niguel,
Mission Viejo, and Dana Point.
➢ FSE-COMMERCIAL-INDUSTRIALFACILITYNPDES INSPECTIONS I
ECISproposes to inspect approximately 250 facilities, annually, such as Food Service
Establishments- Car Washes -Auto Repair Shops -Gas Stations and other facilities per a list
supplied by City.
ECISproposes to perform these inspections in accordance with all criteria as outlined in the
existing NPDES Inspection Form. ECIS will furnish City with all yellow copies at the end of the
inspection program. This form to be supplied by City to ECIS.
ECISproposes to inform and give written notification ofall instances ofNon-Compliance to the
affected establishment, and how to obtain compliance, as described within the inspection form.
ECIS proposes to inspect each establishment a total of two times, the initial inspection and, if
required, the return inspection. If compliance is not obtained by the establishment after this
second inspection, ECIS will notify City of all such establishments, along with all relevant
information including the reason for the issuance of the NON. ECIS will not input any data into
the existing City database. All data entry will be performed by City.
ECISproposes to prioritize return inspections for those facilities deemed non-compliant after
initial inspection. All FSE's found non-compliant for two or more violations will require a return
inspection by ECIS. City will reserve the right to prioritize return inspections in any manner it
sees fit.
ECIS proposes to inform City of all establishments found to be in Non -Compliance, with all
enforcement procedures beyond the previously mentioned ECIS notification of non-compliance
procedure, to be City responsibility. All information critical to the inspection program will be
turned over to City at the end of each inspection cycle.
EXHIBIT A
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ECISproposes to distribute all applicable and relevant material related to the program to all
known and/or affected establishments within city boundaries. This may include city or county
handouts such as brochures, posters, videos or other material.
ECIS proposes to contact City Water Quality/ Code Enforcement personnel for all instances where
an immediate or imminent threat from a prohibited discharge to any part of the storm -drain, storm -
drain conveyance structure(s)-creek-watershed or other sensitive or potentially sensitive area is
occurring or is about to occur. For example, if ECIS finds an outdoor grease barrel that has tipped
over or is leaking and the discharge is entering a storm -drain, conveyance structure, creek or other
water -body, ECIS would instruct the FSE to immediately remedy the situation and ECIS would also
immediately contact City personnel. If ECIS were to find an area where there is heavy grease
staining from past spills, but there is no active or imminent discharge threat-ECIS would not contact
Citypersonnel and would issue the FSE a notice of non-compliance.
ECIS proposes that all non -emergency violations issued will be given 60 days to obtain compliance
ECIS proposes to charge City a fee of $ 60. 00per non FSE inspected. All return inspections due
to non-compliance will carry a fee of $60.00 per establishment.
ECIS proposes to charge City a fee of $30 per each FSE inspected. All return inspections due to
non-compliance will carry a fee of $30 per FSE.
RECORDS: ECIS proposes to keep all written records and all computer files/discs for a minimum
of 3 years. All records will be made available to City at all times.
EDUCATIONAL MATERIALS/DOCUMENTATION: ECIS proposes to provide facilities with
all relevant documents pertaining to City ordinance requirements. These documents shall be
drafted, approved, and supplied by City. All pictures, video, paperwork, etc., shall be made
available to City at all times.
NOTIFICATIONPROCEDURE: ECIS proposes to notify all dischargers found to be in non-
compliance, or subject to notice of violation. ECIS does not provide arty form of legal enforcement
or take part in any form of enforcement action(s). All legal enforcement and actions taken against
any discharger by City after notice of non-compliance procedures have been fulfilled by ECIS will
be the sole responsibility of City. ECIS proposes to cooperate in full with City in all matters
regarding possible enforcement action(s) and other general matters regarding City ordinance
requirements.
CONSULTING FEES: E. C.I.S. proposes to charge Seventy -Five (75) dollars per hour for all
consultation (eg. City Council meetings, etc.).
ANNUAL PROGRAM COST ESTIMATION.• Using the number of approximately 130 current
FSE's subject to inspection, and another 120 Commercial/Industrial facilities subject to
inspection, ECIS estimates the total annual cost to implement the FSE -Commercial -Industrial
NPDES Inspections Program with no return inspections to.be $11,100. (130 FSE's @ $130
each = $3,900 + 140 Commercial/Industrial facilities @ $60 each = $8,400) There is no way tc
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accurately estimate the number offacilities that may be non compliant and require an ECIS
return inspection, however, ECIS estimates that out of 250 facilities inspected, approximately
half may require this return inspection. If this is the case, the additional 125 inspections with 62
@ $30 per and 70 @ $60 per, will add an additional $6,060 to the program cost.
Total estimated annual inspections program cost = $18.360.
SUMMARY OF INSPECTIONS PROGRAM COST.
Job
Service Cost
Food Service Establishment inspection
$ 30 per inspection
Commercial/Industrial Facility inspection
$ 60 per inspection
Consulting Fees, when services are required
$75 per hour
Thanks Ziad for your interest in ECIS and our FSE -Commercial -Industrial Inspections
Programs, ifyou have any questions, please do not hesitate to contact me.
Respectfully submitted,
Jon C. Kinley
President
EC
E
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 4931171
(949) 4931053 FAX
www.sanjuancapistrano.org
TRANSMITTAL
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Environmental Compliance Inspection Services
Attn: Jon C. Kinley
26 Dauphin
Dana Point, CA 92629
DATE: February 16, 2011
FROM: Christy Jakl, Deputy City Clerk (949) 443-6310
MEMBERS OF THE CITY COUNCIL
SAM ALLEVATO
LAURA FREESE
LARRY KRAMER
DEREK REEVE
JOHN TAYLOR
RE: Personal Services Agreement — Commercial & Industrial Facilities Inspections
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, please call me at
(949) 443-6310.
If you have questions concerning the agreement, please contact Ziad Mazboudi, Senior Civil
Engineer at (949) 234-4413.
An original agreement is enclosed for your records.
Cc: Ziad Mazboudi, Senior Civil Engineer
San Juan Capistrano: Preserving the Past to Enhance the Future
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