HomeMy WebLinkAboutContracts & Agreements_231-2013_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of hydrogeologic support, technical analysis and
reporting services associated with the City of Redlands' landfill ("Agreement") is made and
entered in this 19th day of November, 2013 ("Effective Date-),by and between the City of
Redlands, a municipal corporation("City)" and Geo-Logic Associates ("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 I -ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide hydrogeologic support, technical analysis and
reporting services for City's landfill (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.
1.3 The term of this Agreement shall be for a period of three (3) years commencing as of the
Effective Date and shall end on November 18, 2016, unless terminated earlier as
provided for herein.
ARTICLE 2- SERVICES 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
I'l 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.
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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 Tenn 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 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
perfon-n,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 One Hundred Forty Six Thousand Six Hundred Twenty Two dollars
($146,622). City shall pay Consultant in monthly progress payments for the Services
performed for each billing period.
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, and a description of reimbursable expenses related to the project.
City shall pay Consultant no later than thirty(30) days after receipt and approval by City
of Consultant's invoice.
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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 Anthony Pelletier, Principal
Quality of Life Department Geo-Logic Associates
City of Redlands 250 West First Street, Suite 228
35 Cajon Street, Suite 222 Claremont, CA. 91711
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.
6.2 Consultant shall secure Workers' Compensation and Employer's Liability insurance in
accordance with the laws of the State of California, with an insurance carrier acceptable
to City as described in Exhibit*'C, * entitled "Workers* Compensation Insurance
Certification,"which is attached hereto and incorporated herein by this reference.
6.3 Consultant shall secure 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 professional liability insurance in the amount of One Million
Dollars($1,000,000)per claim made.
6.5 Consultant shall secure 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
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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 bold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability,including
ding
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by and negligent act or omission, or willful misconduct, of Consultant, or its officers,
employees and agents in performing the Senices.
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:
(i) the making or 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 authorization or
entitlements;
(iii) authoring 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.
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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.
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 Project related 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 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 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 on
November 18, 2016; 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 project related 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)
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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, written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for he-rein, an
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 Party of a material benefit of
its bargain under this Agreement.
IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS Geo-Logie Associates
By: By:
Pete Aguilar, Mayor Anthbn ' Pelletier,Principal
Attest:
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SartdlAin, City Clerk
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EXHIBIT ftclf
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Landfill gas monitoring, support and reporting services
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 in one or more insurer 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.
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 of this Agreement. (Labor Code §1861).
Geo-logic Associates Date: POV, 111110-13
A
By:
Anthony\Rilletier Contractor's License No.
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