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HomeMy WebLinkAboutContracts & Agreements_68-2018NPS -2 1 (4/18) AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of the supply and delivery of renewable liquid natural gas ("RLNG") ("Agreement") is made and entered in this I" day of May, 2018 ("Effective Date"), by and between the City of Redlands, a municipal co>poration ("City)" and Clean Ener gy ("Contractor") City and Contractoi are sometimes individually referred to herein as a "Party" and, together, as "Parties " In consideration of the mutual promises contained herein, City and Contractoi agree as follows ARTICLE 1 -- ENGAGEMENT OF CONTRACTOR I I City hereby engages Contractor to supply and deliver RLNG and associated services for City (the "Services") 12 The Services shall be performed by Contractor in a professional manner, and Contractoi 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 Contractoi shall comply with applicable federal, state and local laws and regulations in the perforinance 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 3 2 City designates Chris Boatsman, 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 SERVI 41 Contractoi shall perform and complete the Services in a prompt and diligent mannei The Services shall commence within twenty five (25) days of the Effective Date of this Agreement 1 I Ic11djm1Agreemen1s%CJean Energy NP5 2 1 doc NPS 21 (4n8) ARTICLE 5 — PAYMENTS TO CONTRA 5 1 Total compensation foi Contractor's performance of the Services shall not exceed the amount of Foul Hundred Seventy Five Thousand Dollars ($475,000) City shall pay Contractor on a total price pet RLNG gallon (fixed pt ice excluding commodity and tax fluctuations on a monthly bass as further described in this sentence) delivered calculated using the monthly adjusted Natural Gas Price Index based upon the Southern California Bordet pi ice in accordance with Exhibit "A" entitled "Scope of Services" attached hereto and incorporated het ern by t eference 52 Contractor shall submit weekly invoices to City describing the Services performed during the preceding week 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 City fleet storage tanks, weighing ticket for the date the Services were performed, the number of hours spent and by whom related to the Services 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 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 of other communication required, of 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, (ii) 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, or (iv) on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express marl, 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 C gy City Clerk City of Redlands 35 Cajon Street P O Box 3005 (marling) Redlands, CA 92373 Contractor Mitchell W Pratt, COO & Corporate Secretary Clean Energy 4675 MacArthur Court, Suite 800 Newport Beach, CA 92660 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6 1 The following insurance coverage 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 Contractoi 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 of modification of the policy except upon thirty (30) days prioi written notice to City A Workers' Compensation and Employer's Liability insurance in the amount that meets 2 11ca1damlAgreements\C1ean Energy NPS 2 1 doc NPS 2 1 (4118) statutory requirements with an insurance carrici acceptable to City, of certification to City that Contractor is self-insured or exempt fiom the workers' compensation laws of the State of California Contractor shall execute and provide City with Exhibit "0' entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services B Cornpi ehensive General Liability insurance with carriers acceptable to City in the minimum amount 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 -conte ibuting to any insurance or self-insurance maintained by City C Business Auto Liability coverage, with minimum hmits 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 narned as all additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City 62 Contractor shall defend, indemnify, and hold harmless City, and its elected officials, employees and agents, from and against any and all claims, losses of liability, including attorneys' fees, arising from injury of death to persons or damage to property occasioned by any negligent act or omission by, of the willful misconduct of, Contractor, or its officers, employees and agents in performing the Services ARTICLE 7 — CONFLICTS OF INTEREST 7 1 Contractor covenants and represents that it does not have any investment of 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 (r) approve a rate, rule of regulation, of adopt of enforce a City law, (ii) issue, deny, suspend of revoke any City pennit, license, application, certification, approval, of der of similar authorization or entitlement, 3 I1ca1djmlAgreements\C1ean Energ} NPS 2 1 doc NPS -2 1 (4118) (iii) authorize City to enter into, modify of renew a contract, (iv) grant City approval to a contract that requires City apps oval and to which City is a party, of to the specifications fol such a contract, (v) grant City approval to a plan, design, report, study of similar item, (vi) adopt, of grant City approval of, policies, standards or guidelines For City of foi any subdivision thereof B Does not serve in a staff capacity with City and, in that capacity, participate in malting a governmental decision of otherwise perform the same or substantially the saine 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 Farr Political Practices Commission Fonn 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 of interpret any of the terms of 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 foi 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, of upon the request of City Any reuse of such documents, and any use of incomplete documents, shall be at City's sole i isk 84 Contractot is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City not of its agents shall have control over the conduct of Contractor of 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 Contiactoi or personnel retained by it be deemed to have been employed by City of engaged by City foi the account of, of on behalf of City Contractor shall have no authority, express of 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 twelve (12) months from its Effective Date, provided, however, this Agreement may be 4 I 1ca1dpTAAgreementslC1ean Energy NPS 2 1 doc NPS 2 1 (4/18) terminated by City, in its sole discretion, by providing not less than ten (10) days prior written notice to Conti actor 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 foi anticipated profit of unperformed Services, and (2) any payment due Contractor at the tune of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Contractoi 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 Contractoi in performing the Services Contractor shall be compensated on a pro -rata basis for Services completed up to the date of tennination 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 foi any longei period required by law, from the date of final payment to Contractor pursuant to this Agreement Such books shall be available at reasonable tines for examination by City at the office of Contractoi 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 of verbal agreements relating to such matters are superseded by this Agreement Except as otherwise pi ovided for het ein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Contractoi 88 This Agreement shall be governed by and construed in accordance with the laws of the State of California 89 If one or more of the sentences, clauses, paragraphs of sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs of sections contained herein, unless to do so would deprive a Party of a matet ial benefit of its bargain under this Agreement 8 10 City warrants that all RLNG purchased by City pursuant to this Agreement shall be consumed as a vehicle fuel (either as LNG of LCNG) and City shall provide Contractoi with reasonable cooperation with respect to the requirements for the generation of RINs under the EPA renewable fuels standard and LCFS Credits under the California Ari Resouices Board Low Carbon Fuel Standard Contractor shall generate and retain all LCFS Credits, RINs, and any other emission reduction credits of environmental attributes of credits available (if applicable), related to the RLNG provided by Contractor to City pursuant to this Agreement except foi federal and state tax credits available and allowed under Internal Revenue Code Sections 6426 and 6427 which shall be filed for and retained by City 5 1 lc HjmlAgreementsTleln E33ergy NPS 2 1 doe NPS 2 1 (4118) IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS d�) I �,Pla� Foster, Mayor ATTEST• oo'� e Donaldson, City Clerk 6 I-1ca1djmlAgreernents\Clean Energy NPS 2 1 doc CLEAN ENERGY By Robert M Vreeland, CFO IFPS 2 l (4/18) EXHIBIT "A" SCOPE OF SERVICES IOFB #20180205DAD °a Supply and Dei very of Uquefied Natural Gas and Renewable Liquefied Naltifil Gas CLASS 2 — Renewable LI led Natural Gas RLNG 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 slate and is exempt from Federal Excise Tax €]o not include in your breakdown. The City s total price per RLNG gallon will fluctuate due to monthly commodity index price changes and applicable sales tax Line Items 2, 4, 5, and 6 will be fixed fol the entire base term of the Agreement 7 11ca1dj3it1Agreements\Clean Energy NPS 2 1 doc NO description Base Year 1 So Cal Gas Monthly m Index $USIMMBtu $3018 Fixed, as of April 2017 2 2 Conversion From MM Btu to RLNG Gal 121 t factor(fixed) a 3 Sub Total — Price of RLNG Gallon $02494 Line 1 1 Line 2 4 Liquefaction (fixed) Per RLNGGallon Q. -3q40 a MarkuplDlscount (fixed) Per RLNG Gallon (0 1050) _ 6 Delivery Fee Per RLNG o Gallon 0 12 7 Sales Tax 7 75% __(applicable) 0.03=10 8 Total — Price Per RLNG Gallon (Fixed Price Including Commodity and Taxes) 0,5929 The City s total price per RLNG gallon will fluctuate due to monthly commodity index price changes and applicable sales tax Line Items 2, 4, 5, and 6 will be fixed fol the entire base term of the Agreement 7 11ca1dj3it1Agreements\Clean Energy NPS 2 1 doc NPS 2 1 (4118) 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 CNFCK OXF. _Zl 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 perforinance 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 CLEAN ENERGY By Wt v Robert M Vreeland, CFO 8 I 1ealdjmlAgreements\Cleaa Energy NPS 2 1 doe Date �— 3a-2e)f�