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HomeMy WebLinkAboutContracts & Agreements_6-2011_CCv0001.pdf AGREEMENT FOR WATER METER TESTING AND CALIBRATION This agreement for the performance of water meter testing and calibration repair work at various locations within the City's water service area ("Agreement") is made and entered into this gl day of January, 2011 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City"), and Golden Meters Services ("Contractor"). City and Contractor are sometimes individually referred to herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises contained herein, City and Contractor agree as follows: ARTICLE 1 -ENGAGEMENT OF CON'T'RACTOR 1.1 City hereby retains Contractor to perform water meter testing and calibration repair work (the "Services") at various locations within the City's water service area (the "Project Sites"). 1.2 Contractor and its subcontractors shall possess all appropriate State contractors' licenses required for the work to be performed in connection with the performance of the water meter testing and calibration repair work, and shall not be debarred pursuant to Labor Code sections 1777.1 and 1777.7. ARTICLE 2 - RESPONSIBILITIES OF CONTRACTOR 2.1 The specific Services which Contractor shall perform are more particularly described in Exhibit "A,"which is attached hereto and incorporated herein by this reference. 2.2 Contractor shall comply with all applicable federal, state and local laws and regulations in the performance of the Services including, but not limited, to all applicable Labor Code and prevailing wage laws and non-discrimination laws, including the Americans with Disabilities Act. Pursuant to Labor Code section I 773.2, copies of the prevailing rates of per diem wages as determined by the Director of the California Department of Industrial Relations for each craft, classification or type of worker needed to undertake the Services are on file at City's Municipal Utilities and Engineering Department, located at the Civic Center, 35 Cajon Street, Suite 15A (Mailing: P.O. Box 3005), Redlands, California 92373. 2.3 Contractor acknowledges that if it violates the Labor Code provisions relating to prevailing wages that City may enforce such provisions by withholding payments to Contractor or its subcontractors pursuant to Labor Code section 1771.6. 2.4 if Contractor executes an agreement with a subcontractor to perform any portion of the Services, Contractor shall comply with Labor Code sections 1775 and 1777.7, and shall provide the subcontractor with copies of the provisions of Labor Code sections 1771, 1775, 1776, 1777.5, 1813 and 1815. Contractor acknowledges that the statutory provisions establishing penalties for failure to comply with state wage and hour laws and to pay prevailing wages may be enforced by City pursuant to Labor Code sections 1775 and 1813. 1+\My Documents',PROJEC."TSWeter TestingCrolden Meters Services.agmt.1.12.1 1(from Dan).cuc I 2.5 Contractor and its subcontractors shall comply with the provisions of Labor Code section 1776 regarding payroll records maintenance, certifications, retention and inspection. 2.6 Contractor acknowledges that eight (8) hours constitutes a legal day's work pursuant to Labor Code section 1810. 2.7 Contractor shall comply with the provisions of Labor Code section 1777.5 as to apprenticeships, and Labor Code sections 1771, 1775, 1776, 1777.5, 1813 and IS 15. 2.8 Prior to and during any excavation, Contractor shall comply with Government Code section 4216 et seq. ARTICLE 3 - PERIOD OF SERVICE 3.1 Contractor shall commence the Services upon City's delivery to Contractor of a written "Notice to Proceed." 3.2 Contractor shall complete the Services within one hundred fifty (154) calendar days from and after the date of the City's issuance to Contractor of the Notice to Proceed. ARTICLE 4 - PAYMENT AND NOTICE 4.1 City shall pay Contractor for the performance of the Services on a time and materials basis in accordance with the rates set forth in Exhibit "A," and up to and including an amount not to exceed Fifty Thousand Dollars ($50,040). 4.2 Payments by City to Contractor shall be made within thirty (30) days after City's receipt and approval of Contractor's invoice,by warrant payable to Contractor. 4.3 All notices shall be made in writing and shall be given by personal delivery or by mail. Notices sent by mail shall be addressed as follows: City; Contractor: Chris Diggs Manuel Moreno Municipal Utilities and Engineering Department Golden Meters Services City of Redlands 14812 Hunter Lane P.O. Box 3005 Midway City, CA 92655 Redlands, CA 92373 When so addressed, such notices shall be deemed given upon deposit in the United States mail; in all other instances, notices, bills and payments shall be deemed given at the time of actual delivery. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this section 4.3. HAMy DocumentsTROJECrSWeter Testing\Golden Meters Smices.agmt.1.12.1 1(from Dan).doc 2 ARTICLE 5 - INSURANCE AND INDEMNIFICATION 5.1 Contractor's _Insurance to be Primary. All insurance required by this Agreement shall be maintained by Contractor throughout Contractor's performance of the Services, and shall be primary with respect to City and non-contributing to any insurance or self-insurance maintained by City. 5.2 Workers' Compensation ..and Employer's Liabili . Contractor shall secure and maintain Workers' Compensation and Employer's Liability insurance for its employees throughout the performance of the Services pursuant to Labor Code sections 3700 and 1860, in an amount which meets statutory requirements, with an insurance carrier acceptable to City. The insurance policy shall include a provision prohibiting the policy's modification of coverage limits or cancellation except upon thirty (30) days prior written notice to City. Contractor shall execute and deliver to City a Worker's Compensation Insurance Certification in the form attached hereto as Exhibit"B"prior to commencement of the Services. 5.3 Hold Harmless and Indemnification. Contractor shall indemnify, hold harmless and defend City and its elected officials, employees and agents from and against any and all claims, losses and liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent or intentionally wrongful act or omission of Contractor, and its officers, employees and agents, in performing the Services_ 5.4 Assignment. Contractor is expressly prohibited from assigning any of the work associated with the Services without the prior written consent of City. In the event of agreement by the Parties to assign a portion of the Services, Contractor shall add the assignee as an additional insured to its insurance policies and provide City with the insurance endorsements prior to any work being performed by the assignee. Assignment does not include printing or other customary reimbursable expenses that may be provided for in this Agreement. 5.5 Comprehensive General Liability Insurance. Contractor shall secure and Maintain in force throughout its performance of the Services comprehensive general liability insurance, with carriers acceptable to City, with 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. City shall be named as an additional insured and the insurance policy shall include a provision prohibiting modification of coverage limits or cancellation of the policy except upon thirty (30) days prior written notice to City. A certificate of insurance and endorsements shall be delivered to City prior to commencement of the Services. 5.6 Business Auto Liability Insurance. Contractor shall secure and maintain in force throughout its performance of the Services business automobile liability coverage., with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit for bodily injury liability and property damage liability. This coverage shall include all Contractor owned vehicles used for the Services, hired and non-owned vehicles, and employee non-ownership vehicles. City shall be named as an additional insured and the insurance policy shall include a provision prohibiting modification of coverage limits or cancellation of the policy except upon thirty (30) days prior H:IMy Documcnts\PROJE(-rS\Meter"resting\Galden Meters SeMces.agmt.1.12.I 1(from Dan).doc 3 written notice to City. A certificate of insurance and endorsements shall be delivered to City prior to commencement of the Services. 5.7 Liquidated Damages. The failure of Contractor to complete the work within the time allowed will result in damages being sustained by City. Such damages are, and will continue to be, impracticable and extremely difficult to determine. Contractor shall pay to City, or have withheld from monies due it, the sum of Five Hundred Dollars ($500) for each consecutive calendar day in excess of the specified time for completion of the Services. Execution of this Agreement shall constitute agreement by City and Contractor that Five Hundred Dollars ($500) per day is the estimated damage to City caused by the failure of Contractor to complete the Services within the allowed time. Such sum represents liquidated damages and shall not be construed as a penalty, and may be deducted from payments due the Contractor if such delay occurs. ARTICLE 6 - GENERAL CONSIDERATIONS 6.1 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 recover its reasonable attorneys' fees, including fees for the use of in-house counsel by a Party. 6.2 All documents, records, drawings, electronic data files and data base, photographic prints and negatives, designs and specifications, cost estimates, and other documents developed by Contractor for the Services shall become the property of City and shall be delivered to City upon completion of the Services. 6.3 Contractor is, for all purposes under this Agreement, an independent contractor with respect to the performance of the Services and not an employee of City. All personnel employed by Contractor to perform the Services are for its account only, and in no event shall Contractor or any 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. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the Parties. 6.4 Unless earlier terminated as provided for below, this Agreement shall terminate upon completion and acceptance of the Project by City. 6.5 City may terminate this Agreement for any reason, at any time at its sole discretion, upon five (5) calendar day's prior written notice to Contractor. 6.6 Upon receipt of a termination notice, Contractor shall (1) promptly discontinue all work associated with the Services and (2) deliver or otherwise make available to City, copies of any data, design calculations, drawings, specifications, reports, estimates, 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 any work completed up until notice of termination. 6.7 This Agreement, including the exhibits incorporated by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein and any H:1My DocumentsTROJECTSWeter Testing\Golden Meters serviees.agmt.1.12.1 I(from Dan).doc 4 prior negotiations, proposals and agreements relating to the subject matter hereof are superseded by this Agreement. Any amendment to this Agreement shall be in writing and approved by City and Contractor. 6.8 This Agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS VMEREOI~, duly authorized representatives of the Parties have signed in confirmation of this Agreement. CITY O ;LIDS ATTEST: ByN. Enriinez Sam Irwin, City Clerk City Mkiager GOLDEN METERS SERVICES r By Manuel Moreno HAMy DocumentsTRo7FCTSWeter Testing\Goiden Meters Services.agmt.L.E 111(fiom Dan).doc 5 EXHIBIT "All Scope of Services Subject: Perform water meter testing and calibration repair work. Location: Various locations within the City's water service area. Scope: Perform water meter testing and calibration repair work at various locations within the City's water service area. All meters shall be calibrated to within AWWA standards. All tested meters not meeting these standards will be calibrated or repaired and retested until the tested meter is within AWWA standards. Upon completion a report of the findings, repairs made,and test results will be provided to City. Fee Schedule: Testing and calibration of 3-12 inch meters- $195.00 each meter Repair, calibration, and retest- $150.00 each meter TfAMy Documentsti ROJECTSWeter Testing\Go1den Meters Scrvices.agmt.1.12.11(from Dan').doc F EXHIBIT "B" WORKERS' COMPENSATION INSURANCE CERTIFICATION Project: Performance of water meter testing and calibration repair work at various locations within the City of Redlands water service area. 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 clue 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). Golden Meters Services Date: � "0!/ BY: lC. 6 23CA 36 `J`��%J e: l„. ' V NContractor's License No.