HomeMy WebLinkAboutContracts & Agreements_110-2020NPS 2.2 (4/23/20)
AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR IMPROVEMENT TO PUBLIC BUILDINGS AND GROUNDS
This agreement for the provision of sewer line root control ("Agreement") is made and
entered in this 1st day of July, 2020 ("Effective Date"), by and between the City of Redlands, a
municipal corporation ("City") and Duke's Root Control, 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 Contractor agree as
follows
ARTICLE 1 — ENGAGEMENT OF CONTRACTOR
1 1 City hereby engages Contractor to perform sewer line root control 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 — RESPONSIBILITIES OF CONTRACTOR
2 1 The Services that Contractor shall perform are more particularly described in Exhibit
"A," titled "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 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
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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, goods 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 Rudolph S Chow, P E , 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 performance of the Services
ARTICLE 4 — PERFORMANCE OF SERVICES
4 1 Contractor shall perform and complete the Services in a prompt and diligent manner
The Services shall commence as of the Effective Date of this Agreement
4 2 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 terms (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
4 3 Contractor shall furnish a labor and material bond in the form attached hereto as Exhibit
"B," which is attached hereto and incorporated herein by reference, in 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 The compensation for Contractor's performance of the Services shall not exceed the
amount of forty five thousand dollars ($45,000) for the Services provided during the
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Initial Term Should this Agreement be extended, the compensation for Contractor's
performance for the Services shall not exceed the amount of forty-five thousand dollars
($45,000) for the first Extended Term and forty-five thousand dollars ($45,000) for the
second Extended Term, bringing the total possible amount of compensation to a not -to -
exceed amount of one hundred thirty five thousand dollars ($135,000) 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 accordance with the rates specified in Exhibit
"C," titled "Price and Fee Bid Sheet," 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 delivered (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, 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 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 org
(909) 798-7531
Contractor
Braden Boyko, Vice President
Duke's Root Control, Inc
1020 Hiawatha Blvd W
Syracuse, NY 13204
braden@dukes com
(315) 472-4781
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 Contractoi 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 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,"
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titled "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
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, arising 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 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,
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement,
(111) 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, 01 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
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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 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
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 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 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 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 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 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 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 (i) no amount shall be allowed for anticipated profit or unperformed Services,
and (ii) 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
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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
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
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 City and Contractor have
signed in confirmation of this Agreement
CITY OF REDLANDS DUKE'S
By.
By
Paul W Foster, Mayor : raden Boyko, Vice President
CONTROL,
ATTEST
ne Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
Provide Sewer Line Root Control for the City's Wastewater Division's on an as needed basis Scope of
services include but are not limited to
1 Supply and apply Razorrooter II for controlling nuisance tree roots in sanitary sewer line collection
systems,
2 Work to be performed by a California Department of Pesticide Regulation (CDPR) Pesticide Application,
3 Transport, store, and protect all materials in accordance with manufacturer's recommendations and
applicable Federal and State guidelines and maintain appropriate pollution liability insurance,
4 All applications shall be done in m accordance with all safety measures, using foaming or other methods
provided on the product label instructions of the pesticide Due to efficacy and risk of exposure, high
pressure application equipment shall not be used prior to or during the treatment process,
5 Take all steps necessary to prevent adverse effects on wastewater treatment plant processes and be
financially responsible for any adverse effects on WWTP processes caused by the product applications,
6 Provide project coordination, proper supervision, and appropriate traffic control at the job site during all
phases of work Work will take place in accessible alleys, yards, parking lots, and streets,
7 Manholes used to access a main line sewer section for treatment must be treated as part of the main line
treatment and included as part of the main line section price per foot The Contractor must fully cover the
inside manhole wall with a three inch coating of foam within twelve inches of the road/ground surface,
8 Remove existing sewer manhole covers, treat and then reseat the cover Mark each manhole cover with
an identifying green dot after treatment,
9 Provide a Guarantee on the application for six (6) months from the date of treatment and a two (2) year
Guarantee on chemical effectiveness At the contractors expense re -treat a sewer section, or refund 100%
of the payment received to treat that section, in the event that (1) live roots are found in the section
within six months after the application, or, (2) the section plugs up due to tree root obstructions within a
period of two years, beginning the date of treatment, and ending two years after the date of treatment,
10 The Contractor shall be required to return periodically, at the Contractor's sole expense, for the purpose of
performing free re -treatments as required under the guarantee,
11 Report number and location of manholes and sewer line footage treated when submitting billing invoices
Including the area treated with manhole number, cross streets, pipe size and length of pipe treated from
manhole to manhole Include the applicator's name with the date of completion and enter any relevant
data into the City's GIS mapping system This will serve as the record of application for the necessary
Agencies and warranty information Reports shall be provided in an acceptable software form and
formatted (City to provide maps and access to the GIS mapping system), and
12 No more than 90 calendar days will elapse between date of notice to proceed and completion of
application A reasonable time for potentially unfavorable weather will be mutually agreed upon by City
and Contractor
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EXHIBIT "C"
PRICE AND FEE BID SHEET
Sewer line root control services, including all labor, materials, equipment and associated costs are included in the
unit price per linear foot of each size pipe Unit prices are computed per linear foot manhole -to manhole The
amount of services to be performed is subject to change based on City's needs
6 inch
8 inch
$1 49
$1 49
Additional Manholes*
$125 00
2,600
26,000
20
Total BID
* Manholes not directly connected to main -line sections of pipe specified for treatment
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53,874 00
$38,740 00
52,500 00
$45,114 00
NPS 2.2 (4/23/20)
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 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
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, 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 in this certificate are true and correct
DUKE'S ROOT CONTROL, INC
By
raden Boyko, Vice President
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Date 6
7_37/6