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HomeMy WebLinkAboutContracts & Agreements_183-2019NPs -2.2 (08/2/19) AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR IMPROVEMENT TO PUBLIC BUILDINGS AND GROUNDS This agreement for the provision of hauling bio -solids waste sludge ("Agreement") is made and entered in this 3rd day of September, 2019 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Synagro-WWT, Inc ("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 Contractoi agree as follows ARTICLE 1 — ENGAGEMENT OF CONTRACTOR 1 1 City hereby engages Contractor to perform hauling bio -solids waste sludge services for City (the "Services") 1 2 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 — RESPONSIBILITIltS 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 Utihties and Engineering Department, located at the Civic Center, 35 Cajon Street, Suite 15A (Mailing P 0 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 L IcaldjmlAgreements\Synagro WWT Inc Agreement.NPS 2.2.docdn NPS 2.2 (08/2/19) 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) of under the Cartwright Act (Chaptei 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 m its possession that may assist Contractor in performing the Services 3 2 City designates Chris Boatman, Interim Municipal Utilities and Engineering 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 perfori lance of the Services ARTICLE 4 — PERFORMANCE OF SERVICES 4 1 The term of this Agreement shall be for a period of one (1) year from the Effective Date of this Agreement (the "Initial Term") The City shall have the option to extend the Initial Term of this Agreement by two (2) additional one-year teitns (each, an "Extended Term"), on the same terms and conditions, 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 hereby collectively, referred to herein as the "Term" of this Agreement ARTICLE 5 — PAYMENTS TO CONTRACTOR 5 1 The compensation for Contractor's perfoiiiiance of the Services shall not exceed the amount of Three Hundred Fifty Thousand Dollars ($350,000) for the Services provided during the Initial Term Should this Agreement be renewed, the compensation for Contractor's performance for the Services shall not exceed the amount of Three Hundred Fifty Thousand Dollars ($350,000) for the first Extended Tenn, and Three Hundred Fifty Thousand Dollars ($350,000) for the second Extended Term, bringing the total possible amount of compensation to a not -to -exceed amount of One Million Fifty Thousand Dollars ($1,050,000) For the Initial Term and each Extended Term, City shall pay Contractor on a time and materials basis up to the not to not -to -exceed amount in 2 L 1ca\djm'Agreements\Synagro WWT Inc Agreement.NPS 2.2.doc.in NPs -2.2 (08/2/19) accordance with the rates specified in Exhibit "B," entitled "Price and Fee Bid," which is attached hereto and incorporated herein by reference 5 2 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 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 delivei ed (i) on the date of delivery in person, (u) 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, 01 (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 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands oig (909) 798-7531 Contractor Elizabeth Grant, Contracts Manager Synagro-WWT, Inc 435 Williams Court, Suite 100 Baltimore, MD 21220 egrant@synagro com (443) 489-9075 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 prior written notice to City A Workers' 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 3 L 1caldjm\Agreements\Synagro WWT Inc Agreement.NPS 2.2.docjn NPS 2.2 (0812/19) 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) pei occurrence, combined single limit bodily injury liability and property damage liabihty 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, arising from injury or death to persons or damage to property occasioned by any neghgent 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 having 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, (u) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (iii) 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 in a staff capacity with City and in that capacity, participate in making a governmental decision of 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 Goverriment Code section 87302 4 L 1ca\dm'Agreements\Synagro WWT Inc Agreement.NPS 2.2.doc.jn NPS 2.2 (08/2/19) 7 3 In the event City determines that Contractor must disclose its financial interests, Contractor shall complete and file a Fair Pohtical 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 01 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 Contractor 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 Any assignment 01 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 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 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 for 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 Contractoi 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 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 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, Contractoi 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, summanes 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 8 5 Contractor 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 Contractor pursuant to this Agreement Such books shall be available at reasonable times for examination by City at the office of Contractor 5 L 1caldjm\Ag eernents\Synagro WWT Inc Agreement.NPS 2,2.docp NPS 2.2 (08/2/19) 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, written proposals or verbal 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 7 This Agreement shall be governed by and construed in 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 junsdiction, 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 authonzed representatives of City and Contractor have signed m confirmation of this Agreement CITY OF REDLANDS SYNAGRO-WWT, INC / `.k_ iriW Grant, Contracts Manager 1W Fo ter, Mayor Ehzabe ATTEST Donaldson, City Clerk 6 L Icaldim\Agreements\Synagro WWT Inc Agreement.NPS-2.2.doc.in NPS 2.2 (0812119) EXHIBIT "A" SCOPE OF SERVICES Synagro shall dispose of the City of Redlands Class "B" Biosohds Waste Sludge at their Arizona Soils compost facility located in La Paz County, Arizona, at 41326 McVey Road, Vicksburg, AZ 85348 They shall utilize Nursery Products compost facility located m San Bernardino County, 14479 Cougar Road, Helendale, CA 92342 as a back-up disposal option • The Contractoi must provide the truck / trailer to haul biosolids Contractor will deliver one empty trailer for loading of biosolids when removing loaded trailer • A site visit can be scheduled to inspect the centrifuge platform structure and loading area • The Contractor must supply a tractor and trailei every day of the week during the Term of this agreement City staff will coordinate with contractor as to real time needs • Facility produces anywhere in the range of 450 to 625 wet tons of biosolids Waste Sludge per month • Contractor may request laboratory data reports of biosolids and will be provided by City • The Contractor shall possess the skill, licenses, and professional expertise necessary to provide the hauling services to the City at a level of competency presently maintained by other practicing contractors in the industry who provide like and similar types of services • The Contractor shall comply with all apphcable federal, state, and local laws during the performance of these specifications 7 rrlcaldim\Agreenlents\Synagro WWT Inc Agreement.NPS 2.2.doc jn NPS 2.2 (08/2/19) EXHIBIT "13" PRICE AND FEE BID Item Description Price Per Ton, Per Load 1 Price shall include but not hunted to, hauling, disposing, permits, fees, fuel surcharges, and any other fee associated with the removal and hauling of sludge from the City of Redlands wastewater treatment facility $55 25 TOTAL SUM 555 25 8 L Ica\dim1Agreements\Synagro WWT Inc Agreement.NPS-2.2.doc in NPS -2.2 (08/2/19) 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, 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 CHECK ONE 2< 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 elfinsurance 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, in 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 m this certificate are true and correct. SYNAGRO-WWT, INC Elizab h Grant, Contracts Manager 9 L.IcaldjmlAgreements\Synagro WWT Inc Agreemcnt.NPS-2.2.docjn Date Zc1