Loading...
HomeMy WebLinkAboutContracts & Agreements_113-2017 AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES This agreement for the provision of supply and delivery of Renewable Liquid Natural Gas (RLNG) ("Agreement") is made and entered on the 61'day of June, 2017 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and Applied LNG Technologies, LLC ("Contractor") City and Contractor are sometimes individually referred to herein as a"Party" and, together, as "Parties" In consideration of the mutual promises contained herein, City and Contractor agree as follows ARTICLE 1 —ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to supply and deliver Renewable Liquid Natural Gas (RLNG) and associated services for City(the"Services") 12 The Services shall be performed by Contractor in a professional manner, and Contractor represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional Contractors in the industry providing like and similar types of Services ARTICLE 2—SERVICES OF CONTRACTOR 21 The Services that Contractor shall perform are more particularly described in Exhibit "A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference 22 Contractor shall comply with applicable federal, state and local laws and regulations in the performance of this agreement including, but not limited to State prevailing wage laws ARTICLE 3 —RESPONSIBILITIES OF CITY 3 1 City shall make available to Contractoi information in its possession that may assist Contractoi in performing the Services 32 City designates City's Quality of Life Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services ARTICLE 4—PERFORMANCE OF SERVICES 41 Contractor shall perform and complete the Services in a prompt and diligent manner as reasonably requested from time to time by City The Services shall commence within twenty five(25) days of the Effective Date of this Agreement 1 [IcaldjmlAgreements\Agreement with Applied LNG Technologies.doc 42 The term of the Agreement shall be for a period of one (1) year from the Effective Date of this Agreement (the"Initial Term") The City shall have the option to extend the Initial Term of this Agreement up to foui (4) additional one-year terms (an "Extended Term"), on the same terms and conditions, by providing written notice to Contractor at least thirty (30) days pnoi to the expiration of the Initial Tenn or any Extended Term ARTICLE 5—PAYMENTS TO CONTRACTOR 5 1 The annual compensation for Contractor's performance of the Services shall not exceed the amount of Four Hundred Twenty Thousand Dollars ($420,000) and total compensation shall not exceed the amount of Two Million One Hundred Thousand Dollars ($2,100,000) throughout the term of this Agreement City shall pay Contractor on a total—price per RLNG gallon(fixed price including commodity and taxes) basis up to the not to exceed amount based upon the unit prices shown in Exhibit"A" 52 Contractor shall submit invoices to City on a weekly basis, describing the Services performed Contractor's invoices shall include a brief description of the Services performed, before and after pressure and fuel gauge reading taken from the delivery truck and Redlands Fleet storage tanks, weighing ticket for the date the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the project Contractor shall weigh deliveries at the nearest approved weighing location to the property and use the weight ticket as a means to calculate the amount of LNG/RLNG delivered City shall pay Contractor no later than thirty(30) days after receipt and approval by City of Contractor's invoice 54 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date of delivery in person, (u) five (5) days after deposit in first class registered mail, with return receipt requested, (ii) on the actual delivery date if deposited with an overnight courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail, in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section City Contractor Chris Boatman Edward McKenna Quality of Life Director CEO and President City of Redlands Applied LNG Technologies, LLC 35 Cajon Street, Suite 222 5716 Corsa Avenue, Suite 200 P O Box 3005 (mailing) Westlake, CA 91362 Redlands, CA 92373 Such addresses may be changed by notice to the other Parry given in the same mannei as provided above 2 t ka1djtn\AgreementslAgreement with Applied LNG Technologies.doe ed ARTICLE 6—INSURANCE AND INDEMNIFICATION 61 Insurance required by this Agreement shall be maintained by Contractor for the duration of its performance of the Services Contractor shall not perform any Services unless and until the required insurance listed below is obtained by Contractor Contractor shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City 62 Workers' Compensation and Employee's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self-insured or exempt from the workers' compensation laws of the State of California Consultant shall provide City with Exhibit "C," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference 63 Contractor shall secure and maintain comprehensive general liability insurance with carriers acceptable to City Minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City 64 Contractor shall secure and maintain business auto liability coverage, with mimmum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability This coverage shall include all Contractor owned vehicles used in connection with Contractor's provision of the Services, hired and non-owned vehicles, and employee non-ownership vehicles City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self insurance maintained by City 65 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services ARTICLE 7—CONFLICTS OF INTEREST 71 Contractor covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Contractor's Services Contractor further covenants and represents that in the performance of its duties hereunder, no person having any such interest shall perform any Services under this Agreement 3 11ca1djm\Agn:ementslAgreement with Applied LNG Technologies.doc 72 Contractor agrees it is not a designated employee within the meaning of the Political Reform Act because Contractor A Does not make a governmental decision whether to (i) approve a rate, rule or regulation, or adopt or enforce a City law, (ii) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (in) authorize the City to enter into,modify or renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract, (v) grant City approval to a plan, design, report, study or similar item, (vi) adopt or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof B Does not serve in a staff capacity with City and, in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302 73 In the event City officially determines that Contractor must disclose its financial interests, Contractor shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk ARTICLE 8—GENERAL CONSIDERATIONS 8 1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party 82 Contractor shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement 83 Records, drawings, designs, cost estimates, electronic data files, databases and any other documents developed by Contractor in connection with its performance of the Services, and any copyright interest in such documents, shall become the property of City and shall be delivered to City upon completion of the Services, or upon the request of City Any reuse of such documents, and any use of incomplete documents, shall be at City's sole risk 84 Contractor is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nor of its agents shall 4 1%caldjm\Agnzeinents\Agreement with Applied LNG Technologies.doc have control over the conduct of Contractor or Contractor's employees, except as herein set forth Contractor shall supply all necessary tools and instrumentalities required to perform the Services Assigned personnel employed by Contractor are for its account only, and in no event shall Contractor or personnel retained by it be deemed to have been employed by City of engaged by City for the account of, of on behalf of City Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind City to any obligation 85 Unless earlier terminated as provided for below, this Agreement shall terminate upon completion and acceptance of the Services by City, provided, however, this Agreement may be terminated by City, in its sole discretion, by providing not less than ten (10) days prior written notice to Contractor of City's intent to terminate If this Agreement is terminated by City, an adjustment to Contractor's compensation shall be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services, and (2) any payment due Contractor at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractor Upon receipt of a termination notice, Contractor shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City, copies (in both hard copy and electronic form, where applicable) of project related data, drawings, specifications, reports, summaries and such other information and materials as may have been accumulated by Contractor in performing the Services Contractor shall be compensated on a pro-rata basis for Services completed up to the date of termination 86 Contractoi shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor pursuant to this Agreement Such books shall be available at reasonable times for examination by City at the office of Contractor 87 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations, written proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Contractor 88 This Agreement shall be governed by and construed in accordance with the laws of the State of California 5 I 1ca1djmlAgreements\Agreeinent with Applied LNG Technologtes.doc IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS APPLIED LNG TECHNOLOGIES By' o-D Vii B (7 / Paul W. Foster, Mayor Edward McKenna,�EO and Pre nt ATTEST Je e Donaldson, City Clerk 6 I-IcaldjmlAgree:nents'Agreement with Applied LNG Technologtes.doe Exhibit "A" Scope of Services RFS#201703270AD for Supply and Delivery of Liquefied Natural Gas and Renewable Liquefied Natural Gas CLASS 2--Renewable Liciuefied Natural Gas (RLNG1 Please include breakdown of pricing for RLNG, including all taxes,charges and fees The City of Redlands Fleet pays the CA Excise Tax directly to the state and is exempt from Federal Excise Tax Do not include in your breakdown Cost/Factor NO Description Base .; Option'-: Option Option 'Option' 41At ,;Year,: wYear 2 :Year 3 s` .:Year 4 = j 1 So Cal Gas Monthly v Index $USIMMStu CU (Fixed as of April 2017) $2.74 $244 $244 $244 $244 2 �' Conversion From r �r 4 { OMMBt 'a ,1 u to i3LNG Gal 61 . E .12'1 . ` �,92:'f ro 3 Sub-Total—Price of RLNG Gallon {Line 1!Line 2 $02264 $02264 $02264 $02264 $02264 4 Liquefactior�,(fxed)Peri ` 8�a k r %� �r "� e� ATX �! xti F4 .%$ 0 4500 ,;.0 4600' , .;•fl 46QQ;x={`.` . 0 4800; :0'4800,» s) 5 Markup/Discount(fixed) Per RLNG Gallon S(0 225 S (0 2250) $ (02250) S (0 2250) 1 (0.22501 m 16rDelivery Fee'Per RLNG A r' ; „ ., c r t rr 0 o Gallon .. :'f`. y= 3 w. c 7 Sales Tax 7 75% _(apOlcable) $ 00350 $ 00358 S 00358 S 0 0373 S 00373 8 Total Gallon t Fixed Pr[ct3 p 4864 ' O 4��2 E Oi4972 ' s !I x05187 r fsQ 5187 't `' Including Commodity i , �r 4`, x l 7 h ,4 '?. i,t 5 r} i• z E i s p 3f f 1 c r` Payment discounts of twenty(20)or more days will be considered in award of bid Payment Terms Enter payment discount terms otherwise net thirty(30)days will apply Page 22 of 23 RFB#201703270AD for Supply and Deliver/of Liquefied Natural Gas and Reneivable Uquer€ed NatLraf Gas RENEWAL OPTIONS RLNG The City desires the right and option to extend any contract hereunder for additional one-year renewal periods from date of expiration at the same price, terms and conditions,as specified below from date of expiration at the same price,terms and conditions PERIOD 2(First Annual Renewal Option) No renewal option offered X Same pace, terms and conditions offered Specify alternate terms and conditions if applicable PERIOD 3 (Second Annual Renewal Optionl No renewal option offered X Same price terms and conditions offered Specify alternate terms and conditions if applicable PERIOD 4(Third Annual Renewal Option) No renewal option offered x Same price, terms and conditions offered Specify alternate terms and condi0ons if applicable PERIOD 5 (Fourth Annual Renewal Oationl No renewal option offered x Same price,terms and conditions offered Specify alternate terms and conditions if applicable Page 23 o£23 EXHIBIT "B" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being Insured against liability to pay compensation by one or more insurers duly authorized to write compensation Insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self-Insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his or her employees CHECK ONE am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be Insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement (Labor Code §IS 6 1) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any trine, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self-insure, or a certification of workers' compensation insurance I certify under penalty of penury under the laws of the State of California that the Information and representations made in this certificate are true and correct Company Date Name / 7 I.1caAmlAgreementslAgreement with Applied LNG Technologies.doc