15-0731_ENVIRONMENTAL COMPLIANCE INSPECTION SERVICES_Personal Services Agreement PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this ' ``day
of July, 2015, 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 "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal to provide Fat's Oils and Grease (FOG) Program Inspections; 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 the 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 all services required
hereunder shall be completed, no later than June 30, 2015. The City will consider
extending the agreement for up to two additional one year extensions based upon mutual
agreement of the parties.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $19,000,
including all expenses, as set forth in Exhibit "A," attached and incorporated herein by
reference.
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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 Subcontracting and Assi nment.
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
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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.
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,
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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 anyway 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 Fold 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,
4n 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 viability 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 viability 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
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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.
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 Not applicable.
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 Teras 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.
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Section 16. Prevailing Wages.
Contractor hereby expressly acknowledges and agrees that the City has not
previously affirmatively represented to the Contractor in writing or otherwise, in a call for
bids or otherwise, that the work to be covered by this Agreement is not a "public work,"as
defined in Section 1720 of the Labor Code. Contractor shall indemnify, protect, defend
and hold harmless the City and its officers, employees, contractors and agents, with
counsel reasonably acceptable to City, from and against any and all loss, liability, damage,
claim, cost, expense and/or"increased costs" (including reasonable attorneys'fees, court
and litigation costs, and fees of expert witnesses) which, in connection with the work
contemplated by this Agreement, including, without limitation, any and all public works (as
defined by applicable law), results or arises in any way from any of the following: (1) the
noncompliance by Contractor of any applicable local, state and/or federal law, including,
without limitation, any applicable federal and/or state labor laws (including, without
limitation, if applicable, the requirement to pay state prevailing wages and hire
apprentices); (2)the implementation of Section 1781 of the Labor Code, as the same may
be amended from time to time, or any other similar law; and/or(3) failure by Contractor to
provide any required disclosure or identification as required by Labor Code Section 1781,
as the same may be amended from time to time, or any other similar law. It is agreed by
the parties that, in connection with the work contemplated by this Agreement, including,
without limitation, any and all public works (as defined by applicable law), Contractor shall
bear all risks of payment or non-payment of prevailing wages under California law and/or
the implementation of Labor Code Section 1781, as the same may be amended from time
to time, and/or any other similar law. "Increased costs," as used in this paragraph, shall
have the meaning ascribed to it in Labor Code Section 1781, as the same may be
amended from time to time. The foregoing indemnity shall survive termination of this
Agreement and shall continue after completion of the work by Contractor.
Section 17. 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, Director of Public Works and Utilities
To Consultant: Environmental Compliance Inspection Services
26 Dauphin
Dana Point, CA 92629
Attn: Jon Kinley
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Section 18. 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 19. 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 20. 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 21. Counterparts and Facsimile signatures.
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]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY O7SA JUAN CAPISTRANO
By:
Keith Till, Assistant City Manager
ENVIRONMENTALCOMPLIANCE
INSPECTION SERVICES
By: e,--
Xi n I e y
."XinIeyPresident_ _.
ATTEST:
M ia-Morris, C Cle k
APPROVED AS TO FORM:
Jeallinger, City Atto
s ney
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EXHIBIT A- SCOPE OF WORK
EXHIBIT B - PRICING PROPOSAL
9
c
ECIS
ENVIROMMENTAL COMICLMNCE INSPECTIOe SERVICES
SOURCE CONTROL SOLUTYONS
Date: 5-28-15
To:Mr. Joe t ank awich/Associate Engineer/City of San Tan Capistrano
From Jon C. Kinl ey/President/ECIS
.Re: 1YP for FOG Inspection Services
Dear Mr. Mankawich,
Per City of San Juan Capistrano RFI', SCIS is pleased to present this proposal regarding ECIS
performing FOG Inspection Services for the City of San Tuan Capistrano. Proposed services as
outlined in the RFP include annual FSE(Food aService Establishment)-AIPDE,S inspections and bi-
annual FSE-Grease Control Device Inspections, catfacilities within the City gf'Scan Juan Capistrano
(The City),for 2015-16.
ANNUAL FSE/NPDE3S'INSPECTIONS
INSPECTION EKLQjLE�I�'•�� SCIS proposes to perform an annual on-site, Food Sen ice Establishment
5 i .i nrreeu.®ae
(FSE)NpDES inspection at call 1~V s listed currently, or in the future, within the FOG Program database.
ECISproposes to inspect each ESE a total of t wo titres, the initial inspection and then the return inspecdon.
If compliance is not obtained by the FSE rafter this second inspection, SCIS will notes City of'call such FS, 's,
along with all relevant information including the reason(s)for the issuance of the NON.
INSPECTION S.O P ; ECIS proposes to perform these inspections in accordance with all criteria as
outlined in the City supplied FSE-Stomas-water°Inspection I orm.
NOTIFICATIONPROCEDURE. ECIS proposes to informs and give written notification of all instances of
Non-Compliance to the affected SSE, and how to obtain compliance, as described within the city supplied
FSE-Storm-water Inspection-Form.
ECIS proposes to inform City of all FSE's•found to be in.Mon-Compliance, with all enforcement proeedums
beyond the established notification ofnon-compliance procedur°e(s) by FCIS, to be City responsibility.
COMPLIANCE OBTAINMENT. All FSEs in non-compliance will be given 14 days to obtain compliance
for any/call inslance(s) of non-compliance.
FSE-1lTPDES INSPECT'ION `EE; SCIS proposes to charge City ca fee of$ 70.00 per FSE inspected All
return inspections dace to non-compliance will carry ca fee qf x'70.(10 per FSE,per visit.
EXHIBIT A
26 DAUPHIN®DANA PONT,CA,92629*PH0_VE/FAX:• (9491 481-8826*EWAIG.j1cin1ey0)eciegdobal. ...
ECIS
HIMRONMENTAL COMPLIANCE INSPECTION SHR VICES
ADDITIONAL SER HOES FEE: ECIS proposes to charge City a fee of seventy Five (75) dollars per hour
for additional services such as council/committee meetings etc..
EDUC'AT'IONAL 1Y1ATERMLSIDOC MENTATION SCIS proposes to distribute all applicable and
relevanI material related to the program to all known aad,or affected FSE's at the time of the inspections.
DATABASE. ECIS'proposes to include all information relevant to the program on the same Excel database
as the Grease Interceptor7lrap inspections. This information will be located within a.separate worksheet
labeled "FSE-NI'DES"
SCIS proposes to supply electronically, an updated copy of'the Excel database to City within two weeks of the
end date of eack inspection cycle.
FSE-1VPD aS'PROGRAM COST ESTIMATION. Using the estimated number of 130 FS1a"s subject to
inspection, the estimated annual cost of the FSE-NPDE,S Inspection Program w thout_returnz inspeedon
elate is uS 9,100.00 (130 x x'70). Because the level of non-compliance is so dif icull to estimate, SCIS
estimates that out of 130 FSE's, haU'(65), may be found to be noxa-compliant and subfect to return inspection,
thus increasing the cost of the estimated yearly programa by an additional S 4,550-(65 X S70). Estimated
annual cast of FSE NPDES Inspection Far® am, with all return aispectlon cha es cts outlined above
isS 13,650. (S9,100 + $4,550).
C�3 'S B-1-ANNUAL GREASE CONTROL I1�SPECT'IONS
INSPECTION FREQUENCY. ECISproposes to inspect all Grease Control Devices(Gravity Grease
Interceptors and Hydro-Mechanical Grease.1nierceptors) within City sewer service area every six months.
INSPECTION S.0,R o ECIS proposes to perforin the following minimum at all inspections.-
1.
nspections.1. Contact customer.
2. Determine capacity and condition ofgrease interceptor/trap and record results.
3. Observe recent pumping manifests and or receipts-record on database.
4. Inform customer of all results and/or actions.
5. Issuance and follow up of notice of'non-comphance(NON) if necessary.
DATA.IBASE. FCISproposes to gather, maintain, and provide a complete Excel database ofall FS'E's which
do anchor do not discharge wastewater containing fats, oil or grease (OG) into the sewer collection.system.
!'his database will include, but is not limited to, the following information:
26DAUPHIN 9DANAPOINT,CA,92629 9PHOXF,/FA .• (949)481-8826 aEiWAII-.jkinley@ecisglobal.com
ECIS
ENWROMMENrAL COMPL1 CF I.lVSPECTION SER WCES
SOURCE CONTROL SOLUTIONS
1. Name-location ofestablishmenL
2. Property owned, manager, contacts person ncame(s), and phone nurnber(s).
3. Grease interceptor/trap location, number of inspection points, and volume in gallons.
4. Date of inspection, most recent pumping date, and condition of device.
.5. NON issuance date(s), recheck dates, and results as well as any/all relevant information.
GCD1 FEE. ECISproposes to charge City at ca reale of Seventeen (17) dollars per inspection point. An
inspection poiW is dq fined as any opening into the g?--ase control device, designed for providing access to or
obtaining;a sample(,$).
PROGRAM COST ESTIMATION. he following estzmated cost breakdown is for the tactual inspections of
the known GCD's within City. Currently, (September 2014) there are approximately 12.5 FSE's in the City
sewer service area. There are currently 138 inspection points (lids) between 53 Gravity Grease Interceptors
and 6 Hydro-Allechanical Grease Interceptors. Inspecting .138 lids on a bi-annual basis will test$4,692
(138X$17X2 =$4,692).
The least ECIS inspection for City occurred in 201],and the above 125 FSE's and 138 inspection points were
taken from this 2011 database, therefore additional ESE's and Grease Control Devices may have been put in
operation. EC'IS proposes to include any/all new FSE's with all the relevant information on the FOG
Program database. This will cause the overall annual cost to increase based on the new FSE's and their
Grease Control Devices.
EC'ISproposes to supply electronically, an updated copy of the Excel database to City within two weeks of the
egad date of each inspection cycle-
ECI
s ti t ecce--d amount.of$19,000Jr l M. MS-
ECIS E A VICE
GCDI inspection Per lid,fee _ _ � �17 er lid_
Annual FSENPDE $7€1 per inspectiovalper ELLE -
Return FSE-jVPDES inspectionPeeper FSE ; $70 per inspection/per FSE
Consultation (Board rneetings etc.) [ S75 per hour,
EXHIBIT B
26 DAUPHIN oDAVAPOINT,CA, 92629 d'PHONL%FAX: (949)48.1-8826®F'vL41L.jlcinley@ecisgiobal.com
EC IS
H"WOMME TAA COMPLMNCH INSPECTION SER WC. 'S
SOURC)F COJVM04 Sol-U IONS
Thank-you Mr. Mankawich,please contract me with any questions'
Respee ffully submitted,
Jon C Finley
President ECIS
26 DAUPHIN oDAA1A POINT,CA,92629®PHOAE/PAA (949)481-8826�L L9IL.11cinley ecisglnbc�l.com