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HomeMy WebLinkAboutContracts & Agreements_161-2019NPS 2.2 (04/8/19) AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR IMPROVEMENT TO PUBLIC BUILDINGS AND GROUNDS This agreement for the provision of Annual Maintenance of Equipment and Training to Public Buildings and/or grounds ("Agreement") is made and entered in this 6th day of August, 2019 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and D & H Water Systems, 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 1 --- ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to perform Annual Maintenance of Equipment and Training to Public Buildings and/or grounds services for City (the "Services") 1 2 The Services shall be performed by Contractor m 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 m the industry providing like and similar types of Services. ARTICLE 2 — RESPONSIBILITIES OF CONTRACTOR 2.1 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 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 1773 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 NPS 2i (04/8/19) 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 1815. 2.8 Pursuant to Public Contract Code section 7103 5(b), Contractor offers and agrees to assign to City all rights, title and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C. section 15) or under the Cartwright Act (Chapter 2 (commencing with section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, Work or materials pursuant to 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 3 2 City designates Chris Boatman, Municipal Utilities and Engineering Interim 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 Contractor shall perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit "A" entitled "Scope of Services " The Services shall continence as of the Effective Date of this Agreement The term of this Agreement shall be for a period of one (1) year from the Effective Date of this Agreement (the "Term") 4 2 Contractor shall furmsh a labor and material bond in the form attached hereto as Exhibit "C", m an amount equal to one hundred percent (100%) of the total compensation to be paid to Contractor pursuant to this Agreement ARTICLE 5 — PAYMENTS TO CONTRACTOR 5 1 Total compensation for Contractor's performance of the Services shall not exceed the amount of [Eighty Five Thousand Dollars ($85,000). City shall pay Contractor on a time and materials basis up to the not to exceed amount m accordance with Exhibit "B," entitled "(Price and Fee Bid)," attached hereto and incorporated herein by reference 5 2 Contractor shall submit monthly invoices to City describing the Services performed dunng the precedmg month. Contractor's invoices shall include a brief descnption of the 2 NPS 2.2 (04/8/19) 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. 5 3 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 m person, (ii) five (5) days after deposit m first class registered mail, with return receipt requested, (in) 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 ease 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 Cajon Street P.O Box 3005 (mailing) Redlands, CA 92373 jdonaldson cz cityofredlands org (909) 798-7531 Contractor David Hartwig, Sales Representative D & H Water Systems, Inc 603 Seagaze Drive, #241 Oceanside, CA 92054 david@dandhwatersystems.com (760) 722-6893 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 Contractor 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 pnor written notice to City A 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 Contractor is self-insured or exempt from the workers' compensation laws of the State of California Contractor shall execute and provide City with Exhibit "D" 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. 3 NPS 2.2 (04/8/19) 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 or self-insurance maintained by City 6 2 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, ansing from injury or 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 7 1 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 havmg any such interest shall perform any Services under this Agreement 7 2 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, or 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, (in) authorize City to enter 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 m 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 m City's Conflict of Interest Code under Government Code section 87302 7 3 In the event City 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 4 NPS 2.2 (04/8/19) 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 m -house counsel by a Party. 8 2 Contractor shall not assign any of the Services, except with the prior wntten approval of City and m strict compliance with the terms and conditions of this Agreement Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, results in City's immediate termination of this Agreement. 8 3 Contractor is foi 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 Contractor or 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 foi its account only, and in no event shall Contractor 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. Contractor shall have no authority, express or 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 8 4 This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior wntten 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 for 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, 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 Services completed up to the date of termination. 8 5 Contractor shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a penod 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 for examination by City at the office of Contractor 8 6 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, wntten proposals or verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided for herein, any 5 NPS -2.2 (04/8/19) amendment to this Agreement shall be in writing, approved by City and signed by City and Contractor. 8 7 This Agreement shall be governed by and construed m accordance with the laws of the State of California 8 8 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 depnve a Party of a material benefit of its bargain under this Agreement. IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have signed in confirmation of this Agreement CITY OF REDLANDS Paul W Foster, Mayor ATTEST Donaldson, City Clerk 6 D & H Water Systems, Inc By 411) David Hartwig, Sales Representative NPS 2.2 (04/8/19) EXHIBIT "A" SCOPE OF SERVICES D & H Water Systems shall provide the following services associated with City's Wastewater Division's need for service to be performed on 4 Micro 2000's• A SERVICE T ITEM DESCRIPTION 1 Das -assemble, Clean, and Inspect wed -ends 2 Install new O -rings, shafts, bearings, and cup seals 3 Clean Chlonneprobes 4 Replace electrolyte and porous elements 5 Change out all mternal/external tubing 6 Replace any parts identified as compromised 7 Calibration of Micro 2000 units B EQUIPMENT QTY DESCRIPTION _ -- 4 W3T107488 KIT, PM MICRO 2000 ANALYZER 64 W2T11683 TUBE,RND 0 0625"OD 0 02"1D SYN RBR 16 W2T12617 TUBE,NORPRENE 0 0625" 8 W2T12016 TUBE, 0.375" OD 0 25" ID 8 W2T11081 TUBE,RND PTFE 6 MM OD 4 MM ID 2 W2T13044 ELECTROLYTE, GEL (BOTTLE) 4 W2T11674 RING, OCCLUSION MICRO 2000 ANLZR 8 W2T808741 SCREW,SHLDR SOC 0.312D - 1 75L 18-8SS D & H Water Systems shall provide the following services associated with City's Water Division's need for service to be performed on the gas chlorination system A. SERVICE ON ITEM QTY — DESCRIPTION - 1 4 V2030 Gas Chlorinators 2. 4 510M Gas Vacuum Regulators 3 2 1" Chlorine Gas Injectors 4. 1 2" Chlorine Gas Injector 5 2 ATI Chlorine Gas Sensors B SERV ITEM DESCRIPTION 1 Dns -assemble, inspect, and clean equipment 2 Replace any parts identified as compromised 3. Install preventative maintenance kits 4 Calibrate and program equipment per manufacturer recommendations 5 Test equipment 7 NPS -2.2 (04/8/I9) C EQUIPMENT USED QTY DESCRIPTION 2 W3T110132 ASSY, HEATER 120/240VAC 4 W3T107923 PM KIT, V-2000 3000 PPD 4 W2T12161 DIAPHRAGGM,V DIFF RGLT, 5THK 4 W3T99090 PM KIT, VACUUM REGULATOR, 200/500 PPD 1 W2T19274 O-RING,-228,BUNA N 1 W2T16578 O -RING, -110, BUNA N 1 W2T17502 O-RING,-148,BUNA N 1 W2T15623 O-RING,-156,HYPAL 1 W2T11991 DIAPHRAGM,INJ CHCK V UNIT,TEF 2 W2T375955 GASKET,FLT,VLT, 562* 375* 020 1 W2T8317 ORING,PERFLUOROELASTOMER,#210 1 W2T422904 TUBE, RTMTR 10" C12 100PPD 2 KG -H 2 W3T98085 KIT, PM 1" AS INJECTOR, CL2 2 W2T11717 SENSOR UNIT, CL2 GAS 1 W2T11505 PLUG, SAFETY VALVE 1 W2T9971 HOUSING, BACK PVC 1 W2T16924 MOLD, INJ ROTA -TOP STOP 2 W2T16151 GASKET, CSM NON -STD 0 6563"ID 40 PTFE -0504 TUBING 5/16" X 1/4" OD -25' D AS NEEDED PARTS SERVICE AND REPAIR D & H Water Systems shall provide additional support services on an as needed basis associated with City's Water & Wastewater Division's on the gas chlorination and the Micro 2000 systems including, but not limited to • Repair and replace chlorine feed system • Related specialized equipment replacement and repair, such as wet ends, probes, controllers, and display related items. • Additional calibration and service beyond the annual service listed in the above fore mentioned • Training related to repairs, service and new equipment 8 NPS -2.2 (04/8/19) EXHIBIT "B" PRICE AND FEE BID WASTEWATER ANNUAL SERVICE LOT MATERIALS REQUIRED FOR SERVICE See Scope of Work Exhibit "A" $ 3,232.74 SERVICE TIME AND TRAVEL 45 — Hours Service Time 8 — Hours Service Time $ 1,280 00 4 — Hours Travel Time $ 640 00 130 Miles $ 71 50 TOTAL $ 5,224 24 Price per occurrence one time a year WATER ANNUAL SERVICE LOT MATERIALS REQUIRED FOR SERVICE See Scope of Work $ 4,738 97 SERVICE TIME AND TRAVEL 45 — Hours Service Time $ 7,200 00 5 — Hours Travel Time $ 800 00 720 Miles $ 396 00 5 — Nights Per Diem $ 1,000.00 TOTAL $14,134 97 Price per occurrence one time a year AS NEED SERVICES AT THE RATES LISTED BELOW Service Time per hour Travel Time per hour Per Mile Night Per Diem $ 160 00 $ 160 00 $ 00 55 $ 200 00 The cost for parts shall not exceed the actual cost plus 20% percent mark-up. 9 NPS -2.2 (04/8/19) 10 NPS -2.2 (04/8/19) EXHIBIT "D" 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 m 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 or permitted under this Agreement. (Labor Code §1861) I affirm that at all times, m 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 D & H Water Systems, Inc By David Hartwig, Sales Representative 12 Date 97�a77