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HomeMy WebLinkAboutContracts & Agreements_116A-2018NPS 2 1 (4118) AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR EQUIPMENT AND SUPPLIES This agreement for the provision of green waste and wood waste processing services ("Agreement") is made and entered in this 19" day of June, 2018 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and One Stop Landscape Supply, Inc ("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 I — ENGAGEMENT OF CONTRACTOR 1 I City hereby engages Contractor to perform green waste and wood waste processing services (the "Services") as more particularly described in Exhibit `A," entitled "Scope of Services," which is attached hereto and incorporated herein by reference 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 — RESPONSIBILITIES OF CONTRACTOR 21 In performing the Services, Contractor shall comply with all applicable federal, state and local laws, including but not limited to any applicable provisions of the California Labor Code City makes no representation to Contractor as to whether the Services constitute a "Public Work" as that term is defined by California Labor Code section 1720, and Contractor acknowledges and agrees that Contractor shall be solely responsible and liable for the determination of whether such work constitutes a "Public Work " Contractor shall defend, indemnify and hold harmless City and its elected officials, officers and employees from and against any and all losses, damages, costs, claims, causes of action and liability based upon the assertion that City or Contractor has failed to comply with any applicable provision of the California Labor Code in connection with Contractor's undertaking of the Services This Section 2 1 shall survive any termination of this Agreement 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, 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 11ca1djmlAgreementslOne Stop Landscape Supply Non Professional Services. Equipment & Supplies.NPS 2 1 docr NPS -2 1 {4118} ARTICLE 4 — PERFORMANCE OF SERVICES 41 Contractor shall perform and complete the Services in a prompt and diligent manner The Services shall commence immediately after Effective Date of this Agreement 42 The term of this Agreement shall be for a period of one (1) year from the Effective Date of this Agreement (the "Initial Term") City shall have the option to extend the Initial Term of this Agreement by two (2) additional one-year terms (each, an "Extended Term"), on the same terms and conditions hereof, 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 this Agreement ARTICLE 5 — PAYMENTS TO CONTRACTOR 5 1 The annual compensation for Contractor's performance of the Services shall not exceed the amount of Five Hundred Ten Thousand Dollars ($510,000) per twelve month consecutive period from and after the Effective Date of this Agreement The total compensation shall not exceed an amount of One Million Five Hundred Thirty Thousand Dollars ($1,530,000) for the Term of this Agreement City shall pay Contractol, on a time and materials basis up to the not to exceed amount in accordance with Exhibit "B," entitled "Bid Price Sheet," attached hereto and incorporated herein by reference 52 Contractor shall submit monthly invoices to City describing the Services performed during the preceding month Contractor's invoices shall include a brief description of the Services performed, the dates the Services were performed, the number of hours spent and by whom 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, (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 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 City Clerk City of Redlands 35 Capon Street P O Box 3005 (mailing) Redlands, CA 92373 Contractor Louis Curti, President One Stop Landscape Supply, Inc 13024 San Timoteo Canyon Road Redlands, CA 92373 I 1cald)m\Agreements\0ne Stop Landscape Supply Non Professional Services.Equipment & Supplies.NPS 2 1 doex NPS 2 1 (4115) 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 Contractol 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 A Woikers' 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 Contractor is self-insured or exempt from the workers' compensation laws of the State of California Contractor shall execute and provide City with Exhibit "C," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to performance of the Services B Comprehensive 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-contributing to any insurance or self-insurance maintained by City C 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 of self- insurance elfinsurance 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 or liability, including attorneys' fees, arising from injury oe death to persons or damage to property occasioned by any negligent act or omission by, or the willful misconduct of, Contractor, 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 1 Icald,imlAgreementslOne Stop Landscape Supply Non Professional Services.Equ€pment 8s Suppl€es.NPS 2 l docx NPS 2 1 (4118) 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 or enforce a City law, (n) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (tit) authorize City to entei 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 foi 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 wt itten approval of City and in strict compliance with the terms and conditions of this Agreement 83 Contractor is for all purposes undei 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 Contractoi'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 Contractot or personnel retained by it be deemed to have been employed by City or engaged by City foi 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 whatsoevei as an agent, nor shall Contractor have any authority, express or implied, to bind City to any obligation 4 11ca1dpnlAgreementslOne Stop landscape Supply hon Professional Services Equipment & Supplies.NPS 2 1 doex NPS 21 (4/18) 85 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 foi 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 Contractoi in performing the Services Contractor shall be compensated on a pro -rata basis for Services completed up to the date of termination 86 Contractor shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services fol a pet tod 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 fol 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 or vetbal 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 8 8 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 or sections contained in this Agreement is declared invalid, void of 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 or sections contained herein, unless to do so would deprive a Party of a mates ial benefit of its bai gain under this Agreement I Icaldjm\Agreeinents\Qne Stop Landscape Supply Non Professional Sen, ices. Equipment & Suppiies.NPS 2 1 docs NPS 2 1 (4/18) IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS ATTEST J ne Donaldson, City Clerk ONE S LAND PE SUPPLY, INC By Louis Curti, President 11ca\djmlAgreementslOne Stop Landscape Supply Non Professional Services L-quipment $ Supplies NPS 2 1 docx EXHIBIT "A" SCOPE OF SERVICES 1 Services to be provided NPS 2 1 (4/18) A Contractor shall accept residential green waste and wood waste from the City The tonnage delivered to the Contractor by City collection vehicles shall be determined by the City B Contractor will provide the City with scale records to indicate the weight of green waste and wood waste delivered to Contractor's Facility located at the 13024 San Timoteo Canyon Road Redlands California 92373 The weight records shall provide the net weight of the material by vehicle and date C Contractor is allowed reasonable down time due to repair and maintenance of equipment "Reasonable down time" shall be defined as less than two days each operating month Contractor shall maintain adequate space to stockpile green waste during such reasonable down time for acceptance of material without a break in service D Contractor shall receive residential green waste and wood waste from the City during the following days and hours E Contractor shall accept green waste as it is collected by the City Contractor shall market all green waste and wood waste or otherwise divert all green waste and wood waste from landfilling Only contaminants removed from the green waste are excluded from this condition Contractor shall not transform (i a destroy or incinerate) in excess of 10% of the green waste without the written approval of the City F The City shall endeavor to reduce the level of contamination contained within green waste by diverting loads containing an inordinate amount of contamination to other disposal facilities The City, in its sole discretion, shall determine the loads of green waste to be delivered to Contractor The City shall also utilize a procedure for tagging automated carts identified by drivers as containing excessive contamination The City shall refer repeat offenders to Code Enforcement for possible citation and follow up G Contractor shall provide use of a phone to City employees in the event a City driver needs to contact their Supervisor regarding City business H Contractor shall provide paved road surfaces wherever green waste is processed or stored I Contractor shall provide spotting of City trucks when tipping J Contractor shall provide adequate queuing area so that City trucks do not line up on Public Streets K Contractor shall allow the City's representative to inspect their facilities during operating hours to assure compliance with the services agreement Upon request, the Contractor shall provide the City with written certification of all green waste and wood waste having been diverted from landfill Certification will document the end-use for said material L The City may request the delivery of processed green waste from the Contractor for use as intermediate cover material and erosion control on side slopes at the California Street Landfill Such requests are subject to the following conditions The City shall request loads of processed green waste from the Contractor in proportion to their level of the bid award for processing the City's green waste (Example — If the Contractor is awarded a bid for processing 80% of the City green waste, the City shall request 80% of its loads of processed green waste from that Contractor ) If the Contractor elects to utilize a different end use for processed green waste the City shall have the option of requesting processed green waste from an alternate source 11ca1djmlAgreementslOne Stop Landscape Supply Non Professional Services Equipment K Supphes,NPS 2 1 doex NPS 2 1 (4118) Contractor shall not be required to deliver processed green waste to the City Contractor shall have the option of utilizing a different end use for processed green waste Processed green waste delivered to the City by Contractor shall be charged a per ton fee 4 Processed green waste delivered to the California Street Landfill by Contractor shall meet the City's specifications for particle reduction and cleanliness M Contractor shall give City trucks preference, as necessary, to provide a tum -around time of less than fifteen minutes from entry into the facility until the time the truck exits the facility The following conditions shall apply to the application of remedies and penalties for failure to provide a fifteen minute turn -around I The City shall provide the Contractor with specific information as to noncompliance with the required turn -around time as a condition of initiating remedies and penalties under this clause of the Scope of Services Specific information shall consist of the dates and times in and times out of the facility 2 The time a driver takes to clean-out a truck shall not be included in calculating turn- around time 3 Contractor shall be required to meet and confer with the City's representative upon notification of three incidents where the turn -around time exceeded fifteen minutes within a calendar month The Contractor's representative shall meet with the City's representative within five working days of notification by U S mail to discuss remedies for reducing the tum -around time 4 The city shall penalize the contractor $25 per incident for each time the turn -around time is exceeded following the City's meet and confer meeting with the Contractor's representative 5 The process shall begin over again when a period of 30 days elapses without the Contractor exceeding the fifteen minute turn -around time 6 Repeat incidences of exceeding a fifteen (95) minutes turn -around time may result in breach of contract at the City's discretion 11caldjmlAgrecincnts\Onc Stop Landscape Supply Non Professional Services. Ecimpmeat & Supphes.NPS 2 1 docx NPS 2 1 (4118) EXHIBIT "B" BID PRICE SHEET D It A B 'T l I'�nce 10,:..,,#'#'ores o ite1 i scri i 1. Unit, Estitrlat" oti, unit Price 1B kc.), 1 Green waste Tons 1-5000 Sr 3o . 0o iron $._ 450,00M.0 2 Wood waste Tons 5 000 3 12.00 lTan S so ©oa 00 BID PRICE. TOTAL 510,000 00 Total Base Bid for written in sNrords. FIVE HUNDRED TEN THOUSAND Dollars (J 510,000 00 ) B>dder s Name ____WU _c.UU:L_ — QNE STOP LANDSCAPE SUPPLY (print) Company Name ONE STOP LANDSCAPE SUPPLY (print) 9 11cald m\Agrccmentsl0ne Stop Landscape Supply Non Professional Smices.Equipment & Supplic&NPS 2 1 docx NPS 2 I (4/18) EXHIBIT "C" 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, eithei as an individual employei, 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 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 of permitted under this Agreement (Labor Code § 186 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 mannei 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 One St pvndsca, epeupply, Inc Date �D 2 - Louis Louis Curti, President to I \ca\djm\Agreements\onL Stop Landscape Supply Non Protessional Services.rquipment & Supphes.NPS 2 1 doex