HomeMy WebLinkAboutContracts & Agreements_134A-2014_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of construction observation consulting services
("Agreement") is made and entered in this I" day of July, 2014 ("Effective Date"), by and
between the City of Redlands, a municipal corporation("City)" and GC Environmental, Inc.
("Consultant"). City and Consultant are sometimes individually referred to herein as a"Party"and,
together, as the "Parties."In consideration of the mutual promises contained herein, City and
Consultant agree as follows:
ARTICLE 1 —ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide construction observation consulting services for
City's Landfill Gas Repairs and Upgrades Project(the"Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
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 consultants in the industry providing like and similar types of Services.
ARTICLE 2—ENGAGEMENT OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit"A,"
entitled "Scope of Services,"which is attached hereto and incorporated herein by reference.
2.2 Consultant 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 Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City designates Fred Cardenas, 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
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit"B," entitled"Project Schedule," which is
attached hereto and incorporated herein by reference. The Services shall commence within
ten (10) days of the Effective Date of this Agreement.
4.2 At any time during the term of this Agreement, City may request that Consultant perform
Extra Services. As used herein, "Extra Services"means any work which is determined
necessary by City for the proper completion of the project or work for which the Services
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are being performed, but which the Parties did not reasonably anticipate would be necessary
at the time of execution of this Agreement. Provided the Extra Work does not exceed
twenty percent(20%) of the compensation to be paid by City to Consultant for the Services,
such Extra Work may be agreed to by the Parties, by written amendment to this Agreement,
executed by the City Manager. Consultant shall not perform, nor be compensated for, Extra
Work without such written authorization from City.
4.3 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with City
Council adopted policy for the same. It shall be the obligation of Consultant to obtain a
copy of such policy from City Staff.
ARTICLE 5 --PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall be in the amount
of Thirty Four Thousand Six Hundred Eighty Dollars ($34,680).
5.2 Consultant shall submit monthly invoices to City describing the Services performed during
the preceding month. Consultant's invoices shall include a brief description of the Services
performed, the dates the Services were performed, and the number of hours spent and by
whom. City shall pay Consultant no later than thirty (30) days after receipt and approval by
City of Consultant's invoice.
5.3 All notices shall be given in writing by personal delivery or by mail.Notices sent by mail
should be addressed as follows:
City Consultant
Fred Cardenas, Director Farideh Kia, Senior Vice President
Quality of Life Department GC Environmental, Inc.
City of Redlands 1230 North Jefferson Street, #J
35 Cajon Street, Suite 222 Anaheim, CA 92807
P.O. Box 3005 (mailing)
Redlands, CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States
Mail. Changes may be made in the names and addresses of the person to whom notices and
payments are to be given by giving notice pursuant to this section 5.3.
ARTICLE 6—INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration of
its performance of the Services. Consultant shall not perform any Services unless and until
the required insurance listed below is obtained by Consultant. Consultant 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.
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6.2 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"C," entitled "Workers'
Compensation Insurance Certification," which is attached hereto and incorporated herein by
this reference prior to commencement of the Services
6.3 Consultant 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.
6.4 Consultant shall secure and maintain professional liability insurance throughout the term of
this Agreement in the amount of One Million Dollars ($1,000,000)per claim made.
6.5 Consultant shall have 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 Consultant owned vehicles used
in connection with Consultant'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.
6.6 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
7.1 Consultant 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 Consultant's Services. Consultant 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.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make or participate in:
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(i) the making of any City governmental decisions regarding approval of a rate,
rule or regulation, or the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of City permits, licenses,
applications, certifications, approvals, orders or similar authorizations or
entitlements;
(iii) authorizing City to enter into, modify or renew a contract;
(iv) granting 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) granting City approval to a plan, design, report, study or similar item;
(vi) adopting or granting 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.
7.3 In the event City determines that Consultant must disclose its financial interests, Consultant
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 Parry.
8.2 Consultant 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.
8.3 Documents, records, drawings, designs,cost estimates, electronic data files, databases and
any other documents developed by Consultant 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.
8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor.Neither City nor any of its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein set
forth. Consultant shall supply all necessary tools and instrumentalities required to perform
the Services. Assigned personnel employed by Consultant are for its account only, and in
no event shall Consultant 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. Consultant shall have no
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authority, express or implied,to act on behalf of City in any capacity whatsoever as an
agent,nor shall Consultant have any authority, express or implied, to bind City to any
obligation.
8.5 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 ten (10)days prior written notice
to Consultant (delivered by certified mail, return receipt requested) of City's intent to
terminate. If this Agreement is terminated by City, an adjustment to Consultant's
compensation shall be made, but(1) no amount shall be allowed for anticipated profit or
unperformed Services, and (2)any payment due Consultant at the time of termination may
be adjusted to the extent of any additional costs to City occasioned by any default by
Consultant. Upon receipt of a termination notice, Consultant 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 data, design calculations, drawings, specifications, reports, estimates,
summaries and such other information and materials as may have been accumulated by
Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis
for Services completed up to the date of termination.
8.6 Consultant 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
Consultant pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.7 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, verbal and written proposals, and agreements relating to such
matters are superseded by this Agreement. Any amendment to this Agreement shall be in
writing, approved by City and signed by City and Consultant.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.9 If one or more of the sentences, clauses, paragraphs or 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 or sections contained herein,
unless to do so would deprive a Parry of a material benefit of its bargain under this
Agreement.
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IN WITNESS 'WHEREOF, duly authorized representatives of the City and Consultant have signed
in coil firmation of this Agreement.
CITY OF REDLANDS GC ENVIRO I�]11ENTAL, INC.
/N. nrique nez, ity Manages Farideh Kia, Senior Vice President
Attest:
Sam Irwi , it Clerk
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EXHIBIT A—SCOPE OF SERVICES
Construction Observation Consulting Services for Landfill Gas Repairs & Upgrades
California Street Landfill
2151Nevada Street, City of Redlands, California
GCE Proposal No. 13P-12-164
GC Environmental, Inc. (GCE) will perform the following tasks to accomplish the requested
work. The scope of work for construction observation of the landfill gas repairs and upgrades
includes project management, initial kick off meeting, observation during construction, system
startup and preparation of as-built drawings. A description of the tasks is provided in the
following sections.
Task 1 —SCAOMD Permit Applications
GCE will prepare permit applications for the landfill gas system upgrades including installation
of the extraction wells, condensate water sump, and flare modifications for submittal to the
SCAQMD. GCE understands that the City will submit the permit applications and the required
fees to the SCAQMD to obtain the necessary permits before the start of the construction
activities. j
Task - Construction_Observation
GCE will provide qualified personnel for the logging and installation of the extraction wells and
for construction observation services for the installation of trenching, installation/ extension of
the existing 10 inch header to the end of the Phase 3, and installation of a sump. The services
will be performed to verify that construction of the wells, laterals, road crossings, trenching,
header and sump installations are performed per the construction plans and specifications. GCE
has budgeted one (1)meeting with the City and the selected contractor for project kickoff.
It will be necessary for GCE's field personnel to work closely with the City and the contractor
during the construction to coordinate the observation requirements with the construction. GCE
will provide part-time construction observation services under the direction of a California-
registered civil engineer to observe hidden work before it is backfilled or covered. This task
includes the following work activities.
Task 3_-_System Startup
Following completion of construction, GCE will operate the well control valves, and the
condensate water sump system to verify proper operations of all components of the system.
GCE will also run the flare and methane analyzer to verify they are performing properly, should
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they be included in the scope of work.
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Task 4—Preparation of As-built Drawings
GCE will prepare as-built drawings to show the system components installed. GCE will
provide three copies of the stamped as-built drawings to the City.
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