HomeMy WebLinkAboutContracts & Agreements_171-2013_CCv0001.pdf AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
This agreement for the provision of green waste and wood waste processing services
("Agreement") is made and entered in this 3'd day of September,2013 ("Effective Date"),by and
between the Citv of Redlands, a municipal corporation("City)"and One Stop Landscape Supply
("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 I — ENGAGEMENT OF CONTRACTOR
1.1 City hereby engages Contractor to provide green waste and wood waste processing
services for City's green waste collection operations in the City of Redlands (the
"Services"). The Services shall be conducted at 13024 San Timoteo Canyon Road,
Redlands,California, 92373 (the"Facility").
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.
1.3 The term of the Agreement shall be commence on the Effective Date of this Agreement
and terminate on June 30, 2017 (the "Initial Term"); provided, however, City shall have
the option to extend the Initial Tenn of this Agreement for one (1) one-year (the
"Extended Tenn"), on the same terms and conditions, by providing written notice to
Consultant at least thirty (30) days prior to the expiration of the Initial Term.The Initial
Term and the Extended Tenn are together referred to herein as the "Term."
ARTICLE 2-- SERVICES 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.
12 Contractor shall comply with applicable federal, state and local laws and regulations in
the performance of this agreement including, but not limited to, any applicable State
prevailing wage laws.
ARTICLE 3 RESPONSIBILITIES OF CITY
I'l City shall make available to Contractor information in its possession that may assist
Contractor in performing the Services.
3.2 City designates Fred Cardenas, City's Quality of Life, Director, as City's representative
with respect to performance of the Services, and such person shall have the authority to
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transmit instructions, receive information, and 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-B," entitled "Service Schedule,"which
is attached hereto and incorporated herein by reference. The Services shall commence
immediately upon the Effective Date of this Agreement.
ARTICLE 5 --PAYMENTS TO CONTRACTOR
5.1 As compensation for providing the Services, City shall remit to Contractor a tipping fee
of$30/ton for green waste and S12/on for wood waste to be calculated based on tons
tipped by City at the Facility on a monthly basis, and with the consideration of a
$4.75/ton credit for processed green waste imported from the Facility to the City's
California Street Landfill.
5.2 All notices shall be given in writing by personal delivery or by mail.Notices sent by mail
should be addressed as follows:
C ity Contractor
Fred Cardenas,Director Louis Curti, President
Quality of Life Department One Stop Landscape Supply
City of Redlands 13024 San Timoteo Canyon Road
35 Cajon Street, Suite 222 Redlands., CA 92373
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 5.2.
ARTICLE 6— INSURANCE AND INDEMNIFICATION
6.1 Insurance 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.
6 2 Contractor shall secure and maintain 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
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Insurance Certification," which is attached hereto and incorporated here-in by this
reference.
63 Contractor shall secure and maintain 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 Contractor shall secure and maintain 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.
6.5 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 or participate in:
(1) 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 Cit,,,, is a party,or to the specifications for such a contract,
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(v) granting City approval to a plan, design,report.
1.17, Z__ , study or similar item-,
(vi) adopting or granting City approval of policies, standards or guidelines for
Citv,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 othenvise 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.
82 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.
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.
8A Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City; provided, however, this Agreement
may be terminated by City, in its sole discretion, by providing ten (10)days prior written
notice to Contractor(delivered by certified mail, return receipt requested)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. Contractor shall be compensated on a pro-rata basis for Services completed
up to the date of termination.
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&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, proposals and verbal or written agreements relating to
such matters are superseded by this Agreement. Except as otherwise provided for herein,
an 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.
IN WITNESS WHEREOF, duly authorized representatives of the City and Contractor have
signed in confirmation of this Agreement.
CITY OF REDLANDS ONE STQPII-ANDSCME SUPPLY
By: By:
Pete AgiMar,Mayor Louis Curti, President
Attest'.
Sam I ity Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
1. Services to be Provided:
A. Contractor shall accept residential green waste and wood waste from City. The
tonnage delivered to the Contractor by City collection vehicles shall be determined
by City.
B. Contractor will provide City with scale records to indicate the weight of green
waste and wood waste delivered to Contractor's Facility located at 13024 San
Timoteo Canyon Road. Redlands, California, 92373. The weight records shall
provide the net weight of the material by vehicle and date.
C. Contractor is allowed reasonable down time due to repair and maintenance of
equipment. "Reasonable down time" shall be defined as less than two days each
operating month. Contractor shall maintain adequate space to stockpile green waste
during such reasonable down time for acceptance of material without a break in
service.
D. Contractor shall receive residential green waste and wood waste from City during
the following days and hours:
E. Monday—Friday(except major holidays) 7:00 AM - 4:00 RM
Saturday 7:00 AM—3:30 PM
F. Contractor shall accept green waste as it is collected by City. Contractor shall
market all green waste and wood waste or otherwise divert all green waste and
wood waste from landfilling. Only contaminants removed from the green waste are
excluded from this condition. Contractor shall not transform(i.e. destroy or
incinerate) in excess of 10%of the green waste without the written approval of
Cite-.
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G. City shall endeavor to reduce the level of contamination contained within green
waste by diverting loads containing an inordinate amount of contamination to other
disposal facilities. City, in its sole discretion, shall determine the loads of green
waste to be delivered to Contractor. City shall also utilize a procedure for tagging
automated carts identified by drivers as containing excessive contamination. City
shall refer repeat offenders to Code Enforcement for possible citation and follow-
up.
H. Contractor shall provide use of a phone to City employees in the event a City driver
needs to contact their Supervisor regarding City business.
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I. Contractor shall provide paved road surfaces wherever green waste is processed or
stored.
J. Contractor shall provide spotting,of City trucks when tipping.
K. Contractor shall provide adequate queuing area so that City trucks do not line up on
public streets.
L. Contractor shall allow City's representative to inspect their facilities during
operating hours to assure compliance with this Agreement. Upon request,the
Contractor shall provide City with written certification of all green waste and wood
waste having been diverted from landfill. Certification will document the end-use
for said material.
M. City's RFQ and RFB for Processing Green Waste and Contractor's proposal in
response thereto is incorporated herein by reference,provided that any
inconsistencies or differences between said documents and this Agreement shall be
resolved in favor of this Agreement.
N. City may request the delivery of processed green waste from Contractor for use as
intermediate cover material and erosion control on side slopes at the California
Street Landfill, Such requests are subject to the following conditions:
1. City shall request loads of processed green waste from the Contractor in
proportion to their level of the bid award for processing City's green waste.
(Example—If Contractor is awarded a bid for processing 80%of City green
waste, City shall request 80%of its loads of processed green waste from
Contractor.) If Contractor elects to utilize a different end use for processed
green waste, City shall have the option of requesting processed green waste
from an alternate source.
2. Contractor shall not be required to deliver processed green waste to City.
Contractor shall have the option of utilizing a different end use for processed
green waste.
3. Processed green waste delivered to City by Contractor shall be charged a per
ton fee in conformance with City's adopted fee and rate schedule.
4. Processed green waste delivered to the California Street Landfill by
Contractor shall meet City's specifications for particle reduction and
cleanliness.
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0. Contractor shall give City trucks preference, as necessary,to provide a turn-around
time of less than fifteen minutes from entry into the facility until the time the truck
exits the facility. The following conditions shall apply to the application of
remedies and penalties for failure to provide a fifteen minute turn-around:
1. City shall provide Contractor with specific information as to noncompliance
with the required turn-around time as a condition of initiating remedies and
penalties under this clause of the Scope of Services. Specific information
shall consist of the dates and times in and times out of the facility.
2. Time a driver takes to clean-out a truck shall not be included in calculating
turn-around time,
3. Contractor shall be required to meet and confer with City's representative
upon-notification of three incidents where the turn-around time exceeded
fifteen minutes within a calendar month. Contractor's representative shall
meet with City's representative within five working days of notification by
U.S. mail to discuss remedies for reducing the turn-around time.
4. City shall penalize the contractor$25 per incident for each time the turn-
around time is exceeded following City's meet and confer meeting with
Contractor's representative.
5. The process shall begin over again when a period of 30 days elapses without
Contractor exceeding the fifteen minute turn-around time.
6. Repeat incidences of exceeding a fifteen(15)minutes turn-around time may
result in breach of contract at Citv's discretion.
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EXHIBIT 'B"
SCHEDULE OF SERVICES
Contractor shall begin accepting green waste and wood waste from City for processing and
recycling upon execution of a Sen ice Agreement and after providing City with required
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documentation of compliance with the insurance provisions.
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EXHIBIT VVC1
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 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 §186 1).
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ONE STOP LANDSCAPE SUPPLY
Bv:
Louis Curti Date:
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