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12-1016_FILNAC CONSTRUCTION, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this A,& day of ULt, 2012, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Filanc Construction Inc. (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to rehabilitate the greensand filters; 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 Contractor shall consist of those tasks as set forth in the City's Invitation for Bids, dated August 10, 2012, as set forth in Exhibit "B." Consultant warrants that all of its services shall be performed in a competent, professional and satisfactory manner and in accordance with the prevalent standards of its profession. Section 2. Term. This Agreement shall be valid for a term of six months from the effective date. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $139,573, payable at the rates as set forth in Exhibit "B", 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 the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 5. Limitations Upon Subcontractina and Assianment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the 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 the 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. Page 2 of 7 Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the 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. 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 Page 3 of 7 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. 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 Workers' Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Workers' Compensation Employer's Liability Insurance in the statutory amount as required by state law. 14.4 Proof of Insurance Requirements/Endorsement. Page 4 of 7 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 insured 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. 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. 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. Page 5 of 7 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: Keith Van Der Maaten, Utilities Director To Consultant: Filanc Construction 740 North Andreasen Dr. Escondido CA 92029 Attn: David Keiss 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 Aureement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. Section 20. Prevailina Wastes The CITY has been advised that the Prevailing Wages Law applies to the work. CONSULTANT shall be responsible for CONSULTANT's compliance in all respects with the prevailing wage rates to all the laborers involved, and with California Labor Code Section 1770 et seq., including the keeping of all records required by the provisions of Labor Code Section 1776 and the implementing administrative regulations. The CITY shall be a third party beneficiary of the forgoing covenant with rights to enforce the same as against the CONSULTANT. [SIGNATURE PAGE FOLLOWS) Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. APPROVED AS TO FORM: Hans Van Ligten, City Attorney CITY OF SAN JUAN CAPI RANO Larry Kra r, M or CONSULTANT %, U—� By: W w I S Vt r.+i✓ 1'i�.'r; slip �� Page 7 of 7 Exhibit A: Scope of Work Description of the Media Replacement Work The successful bidder will be required under this contract to supply all equipment, tools, supervision and labor to remove, properly dispose of all existing filter materials and install new filter materials in the three, 10 foot wide by 40 foot long Tonka Greensand filter vessels as pictured in attachment #1. The existing media configuration consists of the following; 1. The gravel base: this is 9" of support gravel constructed as follows: -Layer Depth Size Quantity Bottom 3" '/." x''/�' 100 cu. Ft. per vessel Second 3" ''/z' x Y:' 100 cu. Ft. per vessel Third 3"'/<" x 1/8" 100 cu. _Et._per vessel 2. The Torpedo Sand: the next layer on top of the support gravel is constructed of 3" of torpedo sand with an effective size of 0.8 to 1.2 mm (100 cubic feet per vessel). 3. Greensand Plus: on top of the torpedo sand there is Greensand Plus filter media that is to be removed and replaced with new materials that meet the following standards: Effective size of 0.3 to 0.35 mm. A uniformity coefficient not to exceed 1.60. The Greensand Plus filter media bed is to be installed to a horizontal bed depth of 18" (600 cubic feet per vessel). 4. Anthracite: on top of the Greensand plus filter media there is a layer of Anthracite media that is to be removed and replaced with new Anthracite media that shall have an effective size of 0.6 to 0.8 mm and a uniformity coefficient not to exceed 1.85. The Anthracite media is to be installed to a depth of 12" (400 cubic feet per vessel). The contractor shall install all new media as described here and shown in attachment #2. During the process it is required that once the installation of the Greensand has been completed a City Water Treatment Operator will perform a filter backwash on the filter at that time. Upon completion of the backwash the contractor will enter back into the filter and remove the layer of fines that has developed at the surface of the Greensand media. This fine material is to be undercut or skimmed off the top 1" or less of the Greensand media surface. These fines were forced to the surface by design as a result of the backwash and shall be disposed of along with the old media in an approved manner. After the EXHIBIT A City of San Juan Capistrano Greensand Filter Replacement RFP Page 2 of 3 undercutting process has been completed the contractor shall install the final 12" of Anthracite media. Upon completion of the Anthracite media installation a City Water Treatment Operator will perform a filter backwash on the filter at that time. Upon completion of the backwash the contractor will enter back into the filter and remove the layer of fines that has developed at the surface of the Anthracite media and remove the top V or less of fines that were forced to the surface as a result of the backwash process. These fines were forced to the surface by design as a result of the backwash and shall be disposed of along with the old media in an approved manner. Air Scour Piping and Underdrain Repairs The attachment #2 shows a system of PVC piping that exist inside of the vessels to supply air and water for the backwashing operation when the filters are in service. This system is to be protected in place at all times and upon removal of the filter media this system of PVC pipes and fittings are to be inspected for worn or damaged parts. Upon inspection of the system a report as to the system condition is to be brought to the attention of the Chief Plant Operator. Before any new media is installed this system and all of its parts shall be in good operating status and any and all repairs shall be made at that time. It is the City's intent that all work proceeds in an expeditious manner and to that end the City will provide for a Mechanical Contractor to be onsite while this work is in progress to make any necessary repairs to the air scour, water supply and/or any other lines or equipment at that time. Should repairs need to take place before the new media can be installed the contractor shall to move on to the next filter to remove materials from that vessel while the repairs are being completed. Once all repairs have been completed the contractor shall, after completing the removal of materials on the second filter, return back to the repaired filter and install the new materials. Safety Rules and Regulations The City of San Juan Capistrano believes and practices a strong Safety culture. It is the responsibility of the contractor to follow and enforce all workplace safety rules, laws and regulations while working in the City of San Juan Capistrano. All personnel shall be trained in proper safety practices and procedures applicable to the any and all duties being performed. All personnel shall dawn the proper safety clothing, gear and equipment as required to meet all rules and regulations and to maintain a safe and health work environment. Greensand Conditioning After the contractor has completed the installation of all media and all undercutting work in the filter is complete a City Water Treatment Operator shall perform a backwash and then perform a regeneration procedure of the Greensand media. Upon completion of the regeneration process the filter shall be backwashed and then disinfected by filling City of San Juan Capistrano Greensand Filter Replacement RFP Page 3 of 3 the filter with water containing 15 parts of free chlorine and allowed to set for 24 hours offline. Sanitary Installation and Bacteriological Testing It is the responsibility of the contractor to maintain a clean and sanitary working environment at all times while installing the filter media into the vessels. The materials shall be stored in onsite sealed cargo containers by the City and made available for installation upon onsite arrival of contractor. The contractor shall make all efforts to protect the filter materials from exposure to hazardous or unsanitary conditions at all time during installation. At the completion of the installation and after the filter has been disinfected and left offline for the 24 hour period the filter will be backwashed and a bacteriological test sample pulled which shall be analyzed for fecal and E. Coli bacteria, from that filter, using the presence/absence method. The sample will be pulled by the City's licensed Water Treatment Operator and send immediately to its Certified Contract Laboratory. Upon return of the test results, from the Laboratory, stating the sample is absent of fecal and E. Coli Bacteria the filter will be noted as having passed the bacteriological test and placed into service. Contractor Warranty The contractor shall warranty that all materials have been properly installed in uniform layers as indicated in the attached documents. Contractor shall guarantee that all interior line and fittings are protected in place while working inside the vessel and should any damage occur an immediate report be given to the Chief Plant Operator to allow for repairs before any additional media is installed. The City of San ,duan Capistrano )EN Request for Proposal for "Replacement of Greensand Filter Media Project" remove and replace of media in 3 Tonka Greensand Filters 1. hourly labor rates: Foreman:_ tabor: Supervisor: Operator:_ Attachment 'T' Unit Price Bid Sheet: i J M z "7 . S 4 -7e5-. oD 2. Name $ Physical address of Disposal Site: Z11 3. Cost for Proper Offsite Disposal of Spent Media: Trucking costs per read: $ 15 100. oc 01--� l`7 I Attachment 113" EXHIBIT B Number of loads: 2 C) Pounds per load: 20, DDO lbs. Dump Tipping Fees per load: $ 40/3-00 4. Contractors Bid Price to complete all work as described in the "Request for proposal to Replace Greensand and Filter Media Project" document and attached documents. t LF C)c Signed: V\ J Uvv" IL, ---- 2 Attachment E13,1 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493.1171 (949) 4931053 FAX www,sanjuancapistrano. org TRANSMITTAL TO: Filanc Construction Attn: David Keiss 740 North Andreasen Dr. Escondido, CA 92029 DATE: November 15, 2012 FROM: Christy Jakl, Deputy City Clerk (949) 443-6310 RE: Personal Services Agreement — Rehabilitate the Greensand Filters MEMBERS OF THE CITY COUNCIL SAM ALLEVATO LAURA FREESE LARRYKRAMER DEREK REEVE JOHN TAYLOR 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 the 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 Justin Kirk, Senior Management Analyst at (949) 443-6381. Enclosed is an original agreement for your records. Cc: Justin Kirk, Senior Management Analyst n San Juan Capistrano: Preserving the Past to Enhance the Future �� Printed on 100% recycled paper Christy Jakl From: Christy Jakl Sent: Thursday, November 15, 2012 5:17 PM To: West Curry; Justin Kirk Subject: Filanc & Kuno's PSA Attachments: 12-1016 Filanc PSA.pdf; 12-1106 Kuno's Grading PSA.pdf Hello, For your records, attached are the PSA's with Filanc and Kuno's Grading. Thanks! Christi JAI Deputy City Clerk City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 (949) 443-6310 ! (949) 493-1053 fax Today's Date: �( CONTRACT TRANSMITTAL Transmittal Routing (Check All That Apply) ❑ City Attorney ❑ City Manager City Clerk COUNCIL MEETING DATE (if applicable): /e (&/IZ Project Manager's Last Name: C V l` f% Phone Extension: SCJ S Q -7 CIP No. (if any): 11961 APPROVING AUTHORITY: (Check One) u 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 Citv St Zi OTHER INSTRUCTIONS: s -N J �� i f 4itG—G Form Date: 01-2004 D-7