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13-1126_FYDAQ COMPANY, INC._Construction AgreementCONSTRUCTION AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this 26th day of November, 2013, by and between the City of City of San Juan Capistrano (hereinafter referred to as the "City") and Fydaq Companies, Inc. (hereinafter referred to as the "Contractor"). RECITALS: WHEREAS, City desires to retain the services of Contractor regarding the City's proposal to construct tank fill piping for the Marbella Reservoir in order to provide separation between the domestic water supply and recycled water supply; and 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 December 31, 2013. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $23,818.59, as set forth in Exhibit "B," attached and incorporated herein by reference. 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. 3.3 Records of Expenses. 1 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 Contractor. 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) 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. 2 Section 9. Compliance with Law. Contractor shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. 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. [RESERVED]. Section 12. [RESERVED]. 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 Admitted Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A-Class VII or better. 3 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 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 Workers' Compensation. If Contractor intends to employ employees to perform services under this Agreement, Contractor 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. 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 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 (1 0) days' notice shall be given if there is a cancellation due to failure to pay a premium. 4 14.6 Terms of Compensation. Contractor shall not receive any compensation until all insurance provisions have been satisfied. 14.7 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 (1 0) 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: To Contractor: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Michael Marquis Fydaq Companies, Inc. 301 ~ Richman Avenue Fullerton, California 92832 Section 17. Prevailing Wages. The CITY has been advised that the Prevailing Wages Law applies to the work. CONTRACTOR shall be responsible for CONTRACTOR'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 rightsto enforce the same as against the CONTRACTOR. 5 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. Section 20. Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures. [SIGNATURE PAGE FOLLOWS] 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: CJ<;}011l--~--/:wtn g,Hsl- cdr Mln_PDI/L- coNTRAcToR By: ______________________ __ Mike Craft, President AS TO FORM: 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. AITEST: City Clerk APPROVED AS TO FORM: City Attorney CITY OF SAN JUAN CAPISTRANO By=------------------~~-­ ----------• Mayor By/~ MikeC 7 Marbella Golf Course Irrigation Reservoir Tank Fill Piping Exhibit A-Scope of Work The Marbella Golf Course irrigation reservoir tank fill piping needs to be modified to provide separation between the well water feed line (soon to be converted to recycled water) and the non-domestic water feed line. This project is being undertaken to ensure compliance with the California State Department of Public Health requirements. Piping modifications will be necessary as depicted on construction drawing included herewith prepared by Dudek entitled "Proposed NPW Air Gap Supply Line Design" and further described as follows: Provide all labor, materials and equipment required to: 1. Furnish and install all 8 inch and 6 inch ductile iron pipe, fittings and appurtenances to connect existing 8 inch non domestic water piping to new 6 inch non domestic water piping as discussed during field meeting dated November 20, 2013, including backfill and compaction; 2. Furnish and install 6 inch flanged gate valve with valve box and cover; 3. Furnish and install 6 inch ductile iron 90 degree elbow and concrete saddle; 4. Furnish and install 6 inch ductile iron riser pipe alongside of tank; 5. Furnish and install 6 inch ductile iron pipe, fittings and appurtenances to extend piping along and above the top of reservoir to complete air gap connection as shown; 6. Furnish and install 3 magnetic stabilization brackets along riser pipe and magnetic pipe mounts and supports at top of tank as shown 7. Furnish all other pipe, fittings and appurtenances as required to provide tank fill piping, complete in place and fully operational. EXHIBIT A "' ~ 0 "0 Q) "' 0 cc 0 ii / L? ;;: 0 / <D 0 ro " 0 "' u / L u 0 Q) "' w "' '" c .2 0 ci 2 0 z .s 0 0 c .9." T 12" MIN. UNISTRUT PIPE CLAMP P1121 UNISTRUT P4100T 12" LENGTH 3/8" 316 SST THREADED ROD EX MARSELLA WATER TANK INSTALL TWO MAGNETIC PIPE MOUNT ON ROOF OF TANK PER DETAIL AT RIGHT PIPE SUPPORT DETAIL ! EX 6" RW ,.I SUPPLy LINE ___/' I CUT & CAP, INSTALL THRUST BLOCK ABANDON EXISTING 8" PIPING IN PLACE EX 10" TANK I NEW 6• NOW STEEL SUPPLY LINE -POUR 2'x 2'x 2' CONCRETE SADDLE AT ELBOW INSTALL 6• GATE VALVE W/ MANUAL OPERATOR ~~~ ~S~~~L& ~ EX 8" PVC NOW THRUST BLOCK NEW 6" PVC NOW LEGEND Q THRUST BLOCK ~ MAGNETIC PIPE SUPPORT PROPOSED NPW AIR GAP SUPPLY LINE DESIGN .,2 w<r "0 6~ DUDE f< ~;L---------------------------------------------------------------------------~ To: City of San Juan Capistrano "For Years of Depe11dability And Quality" Lie. #665409 Date: 11/22/13 Tract: Water Tank line R+R Proposal#: 098126 GENERAL: • Proposal valid through <<Validdate». • Proposal based on attached notes being inclusive to contract. Excludes: Engineering, Traffic Control plan, permits, bonds, compaction tests and inspection fees, unless otherwise specified. • Proposal based on unsigned plans • Water for flooding and compaction to be furnished and paid for by owner at tract boundary. • Payment to be made on unit progress with field measirrements. • Excess dirt to be left onjobsite and spread throughout street. • Proposal based on installation before curb & gutter, foundation, slab or building begins. • Rock bedding, if required to maintain ground water, shall be installed at current market placed rate per ton. • Sand backfill, where required to facilitate compaction above shading, shall be installed at current market placed rate per ton. • Scope of work to include items on proposal only. • Excludes all asphalt removal and replacement unless otherwise specified. • Proposal based on depth from finish grade unless otherwise specified. • If bedrock is encountered, that cannot be excavated at a rate of 50 If per hour with a 70,000 lb. excavator, the work will be accomplished on a TIM basis. • Dust contr.ol not included in proposal. Service provided based upon availability@ $75.00 per day (per water truck). " Rumble plates not included in bid. Plates are available@ $8.00 per day plus delivery (per plate). SEWER: • Sewer lines to be balled one (I) time only per contract. ., Excludes, wyes, and or clean-outs at end oflaterals, unless otherwise specified. " Clean-outs to be left 2' above grade until final adjustment. Not responsible for damage to same. • Clean-outs are to be raised and paved one (1) time only. • Manholes are to be raised and paved one (1) time only. • Five (5) day notice for raising manholes and clean-outs is required. STORM DRAIN: o Excludes transition to local depression. o Grates to be set one (1) time only. • Manholes are to be raised and paved one (1) time only o Five (5) day notice for raising manholes and clean-outs is required. o Proposal based on accessibility by concrete truck (pumping excluded). WATER: o Two (2) week notice for setting meter boxes is required. o AMS is to be left high and adjusted to grade at the completion of curb & gutter installation. 301 Yz South Richmnn, Fullerton, Cn. 92832/ P. (714) 447-9760 I F. (714) 441-2418 EXHIBIT 8 Developer:San Juan Capistrano Date: 11/22/13 Tract: Water Tank line R+R Proposal#:098126 We propose to furnish all labor, material and equipment necessary to complete the following scope of work. All work to be done in accordance with the <<speccity» specs. DESCRIPTION Q1Y UNITS UNIT PRICE AMOUNT Tank Line R+R Remove and replace mainline pipe vale and fittings per 8.Sxll' JLS 23,818.59 23,818.59 dmwing. Includes Labor ,equipment and material to R+R underground pipe and run new line up tank with stand offi and prevaling wage. Excludes: permits ,inspection fees and paving TOTAL DOMESTIC WATER Respectfully Submitted by: Robert Scherer FYDAQ COMPANY, INC Accepted by: (Signature) (Title) Signature above serves as notice of intent and acceptance of all tenns to be inclusive to contract 301 Y, South Richmnn, Fullerton, Cn. 92832/ P. (714) 447-9760 I F. (714) 441-2418 (Date) 23,818.59 - 32400 PASEO ADELANTO SAN JUAN CAPISTRANO, CA 92675 (949) 493-1171 (949) 493-1053 FAX wwl4:sanjuancapistrano.org TRANSMITTAL TO: Fydaq Companies, Inc. 301 % Richman Avenue Fullerton, CA 92832 DATE: December 10, 2013 FROM: Manny Ruelas, Office Assistant (949) 443-6308 MEMBERS OF THE CITY COUNCIL SAM ALLEVA TO ROY L. BYRNES, M.D. LARRY KRAMER DEREK REEVE JOHN TAYLOR RE: Personal Services Agreement-Construct tank fill piping for the Marbella Reservoir in order to provide separation between the domestic water supply and recycled water supply. 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 Christy Jakl, Deputy City Clerk at (949) 443-6310. If you have questions concerning the agreement, please contact Mike Marquis, Contract Utilities Engineer at (949) 234-4414. Enclosed is an Original Agreement for your records. Cc: Mike Marquis, Contract Utilities Engineer San Juan Capistrano: Preserving the Past to Enhance the Future " fW1 Pnnted on 100% recycled paper