HomeMy WebLinkAboutContracts & Agreements_185-2017 AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
This agreement for the provision of supply and delivery of automated refuse bin containers
("Agreement") is made and entered on the 5th day of September, 2017 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City)" and Otto Environmental Systems,
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 I City hereby engages Contractor to supply and deliver automated refuse bin containers 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
2 1 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 Contractor information in its possession that may assist
Contractor in performing the Services
32 City designates Chris Boatman, 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 ten
(10) days of the Effective Date of this Agreement
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 two (2) additional one (1) year terms (each, an "Extended
1
I 1caldjmWgreements\0tto Environmental systems LLC 9 5 17 docx
Term"), on the same terms and conditions, by providing written notice to Contractor at
least thirty(30)days prior to the expiration of the Initial Term or any Extended Term The
Initial Term and the Extended Terms are collectively referred to herein as the "Term" of
the Agreement
ARTICLE 5 —PAYMENTS TO CONTRACTOR
5 1 The annual compensation for Contractor's performance of the Services shall not exceed
the amount of Two Hundred Thirteen Thousand Nine Hundred Ninety One Dollars and
Sixty Eight Cents ($213,991 68) for the Initial Term and each Extended Term Total
compensation shall not exceed the amount of Six Hundred Forty One Thousand Nine
Hundred Seventy Five Dollars and Four Cents ($641975 04) throughout the Initial and
Extended Terms of this Agreement City shall pay Contractor 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 monthly basis, describing the Services
performed Contractor's invoices shall include a brief description of the Services
performed, including type and number of automated refuse containers delivered City shall
pay Contractor no later than thirty (30) days after receipt and approval by City of
Contractor's invoice
5 3 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, (iii) on the actual delivery date if deposited with an overnight courier, of
(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*
Qu Contractor
Chris Boatman, Quality of Life Director David Piejak, CEO
City of Redlands Otto Environmental Systems
35 Cajon Street, Suite 222 12700 General Drive
P O Box 3005 (mailing) Charlotte,NC 28273
Redlands, CA 92373
ARTICLE 6—INSURANCE AND INDEMNIFICATION
6.1 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
2
1 ka\djm\AgreementslOtto Environmental systems LLC 9 5 17 doex
62 Workers' Compensation and Employer'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 `B," 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 minimum 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
6.5 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, aiising 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
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, of adopt of enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement,
3
1 Icaldjm\AgreementslOtto Environmental Systems LLC 9 5 17 docx
(iii) 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, of to thb 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 Parry 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 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 or engaged by City for the account of, or 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
4
1 IcaldjmlAgreementslotto Environmental Systems LLC 9 5 17 docx
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, spOcifications, 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
11ca1dim\Agreementsl0tto Environmental Systems LLC 9 5 17 docx
IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in
confirmation of this Agreement
CITY OF REDLANDS OTTO ENVIRONMENTAL SYSTEMS
B y.rr _�� By --53
Paul W Foster, Mayor David Ptejak, CEO
ATTEST
J e Donaldson, City Clerk
6
I 1ca1djmlAgreements\Otto Environmental Systems LLC 9 5 17 docx
EXHIBIT "A"
Scope of Services
Scope of services is to provide automated refuse containers on a per unit need-by-need basis
Delivery
■ All refuse,yard waste and recyclables containers shall be delivered complete and ready to
assemble, and shall be shipped and delivered in a new unused state Containers shall be molded
from a fully recyclable material supplied from a national petrochemical manufacturer,
certifications by manufacturer and prior approval of said material by the City is required
Assemblies, sub-assemblies, and component parts shall be standard and interchangeable
throughout the entire quantity of containers delineated in the bid
■ Containers shall be delivered to the City of Redlands within 30 days after issuance of order Each
order will be in increments of 456 units
■ For all containers not delivered to the City of Redlands within the time schedule specified,the
City will assess liquidated damages against the seller in the amount of fifty cents($0 50)pei
undelivered container each day,excluding Saturdays, Sundays and Federal Holidays Liquidated
damages, if any,will be assessed in accordance with the specified minimum delivery rates
Repurchase Plan:
■ Contractor will pay a buyback rate based off CDI CDI publishes a monthly report Payment will
be based off of the previous months CDI price The date will be from the date the load was picked
up The price is based off the CDI for INJ MLDG HDPE pricing Contractor's offer will be paid
as a credit to City Once the net weight is confirmed, Contractor will pay 22 5%of CDI from the
previous months pricing
• Payment is based solely off the net weight of the plastic which is reported back to Contractor
from its processor Contractor does not pay for any weight that results from water,metal,trash,
etc The payment is based on plastic HDPE weight
■ Contractor will also offer this same rate for other scrap carts you may have as well Contractor
will not pay for any crosslink carts(although these are not very common there are some still in
circulation and they were made in a way that makes them unable to be recycled)
Per Unit Bid Price
Product Description Unit price
90-95 gal Automated containers 4324
(grey-refuse)
90-95 gal Automated containers 4324
(green-green waste)
90-95 gal Automated containers 4324
(blue-recyclable)
65 gal Automated containers 4006
(grey-refuse)
7
11ca\djOAgreements\Otto Environmental Systems LLC 9 5 17 docx
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
x I 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 §1861)
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 time, 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 perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct
Company Otto Environmental Systems(AZ),LLC Date Semember S, 2017
By
David Piejak, CEO
8
I lea%dj0Agreements\0tto Environmental Systems LLC 9 5 17 doex