HomeMy WebLinkAboutContracts & Agreements_159-2010_CCv0001.pdf AGREEMENT TO PERFORM FLARE OPERATION TRAINING
FOR THE CITY OF REDLANDS WASTEWATER TREATMENT PLANT
This agreement for wastewater treatment flare operation training("Agreement'� is made and
entered into this IP day of October,2010("Effective Date',by and between the City of Redlands,a
municipal corporation ("City's and SCS Field Services ("Consultant's. City and Consultant are
sometimes individually referred to herein as a"Party"and,together,as the"Parties." In consideration
of the mutual promises contained herein,City and Consultant agree as follows:
A1111CLE I - ENG AGEMENT OF CQ—N'SULTANT
l'i City hereby engages Consultant to perform flare operation training services for the City's flair
system located at the City's -wastewater treatment plant(the "Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
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 consultants
in the industry providing like and similar types of Services.
ARTICLE 2- SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit "A,"
entitled"Scope of Services,"which is attached hereto and incorporated herein by reference.
12 Consultant shall comply"Vith applicable federal, state and local laws and regulations in the
performance of this Agreement including,but not limited to, the Americans with Disabilities
Act, the Fair Employment and Housing Act and prevailing wage laws.
ARTICLE 3 -RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
12 City designates Mr. Chris Diggs 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.
AWEICLE 4-.PERFOR1MANCE OF SERVICES
4.1 Consultant shall perform the Services within ten (10) calendar days from and after the date
of the City's issuance to Consultant of the Notice to Proceed.
4.2 During the term of this Agreement,City may request that Consultant perform Extra
Services, As used herein, "Extra Services" means any work that is determined necessary by
City for the proper completion of the project or work for which the Services are being
performed, but which the Parties did not reasonably anticipate would be necessary at the
time of execution of this Agreement. Provided the Extra Services do not exceed t',,ventv
percent (2011,,dl of the compensation to be paid by City to Consultant for the Services,such
Extra n
xtra Se ,ices mat-be agreed to by the Parties bV' written amendment to this A
greetnent,
executed by the City Manager,or duly authorized city official. Consultant shall not perform,
nor be compensated for, Extra Services without such written authorization from Citv.
AR`IJCLE 5 - PAYIMENTS TO CONSULTANT
5.1 J`he total compensation for Consultant's performance of the Services shall not exceed the
amount of One`Thousand Two Hundred fifty Dollars($1,250.00).City shall pay Consultant on
a time and materials basis up to the not to exceed amount, in accordance with Exhibit "B"
entitled"Project Costs,"and based upon the hourly rates shown in Exhibit"C,"entitled"Rate
Schedule." Both Exhibits "B" and "C" are attached hereto and incorporated herein by this
reference.
5.2 Consultant shall submit monthly invoices to City describing the work performed during the
preceding month. Consultant'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,
and a description of reimbursable expenses related to the project.City shall pay Consultant no
later than thirty (30) days after receipt and approval by City of Consultant's invoice,
5.3 All notices shall be given in writing by personal delivery,or by mail. Notices sent by mail should
be addressed as follows:
C4 Consultant
Chris Diggs Cart Cortez
Municipal Utilities and Engineering Dept. SCS Field Services
City of Redlands 1.0300 Fourth St. Suite 150
35 Cajon Street,Suite 15A Rancho Cucamonga,CA 91730
PO 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 5.3.
ARTICLE 6- INSURANCE AND INDEMNIFICATION
6.1 Insurance. Insurance required by this Agreement shall be maintained by Consultant for the
duration of its performance of the Services. Consultant shall not perform any Services unless
and until required insurance listed below is obtained by Consultant. Consultant 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, except for ten '(10), days notice for cancellation due to non-payment of premium.
0.2 \Vorkers' COMDensation and Ems°er's Liabiliry% Consultant shall secure and maintain
Workers' Compensation and Employer's Liability insurance throughout the duration of its
performance of the Services in accordance ,vith the laws of the State of California,with an
insurance carrier acceptable to City as described in Exhibit "D," entitled-'Xorkers'
Compensation Insurance Certification,"which is attached hereto and incorporated herein by
this reference.
6.3 Hold Harmless and Indemnification. Consultant 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 and negligent act,omission or failure to act by Consultant,its
officers,employees and agents in performing the Services,
6.4 Comprehensive General Liability Insurance. Consultant shall secure and maintain in force
throughout the term of this.Agreement comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One IN-fillion Dollars ($1,000,000) per
occurrence and Two Million Dollars (12,000,000) aggregate for public liability,property
damage and personal injury is required. 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. Such
insurance shall be primary, and non-contributing to any insurance or self-insurance
maintained by City,. Certificates of insurance shall be delivered to City prior to
commencement of the Services.
6.5 Professional Liability Insurance. Consultant shall secure and maintain professional liability
insurance throughout the term of this Agreement in the amount of One Million Dollar's
($1,000,000) per claim made. Certificates of insurance shall be delivered to City prior to
commencement of the services,
6.6 Business Auto liabitiov, Insurance. Consultant shall have business auto 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
Consultant owned vehicles used in connection with Consultant's provision of the Services,
hired and non-owned vehicles, and employee non-ownership vehicles. Ci",shall be named as
an additional insured and a certificate of insurance and endorsement shall be delivered to
Citv ,
prior to commencement of the services. Such insurance shall be primary and non-
contributing to any insurance or self insurance maintained by City.
ARTICL.... 7 - CONFLICTS OF INTEREST
7.1 Consultant 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 Consultant's Services. Consultant 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 COTISUItant agrees it is not a designated employee within the meaning of the Political Reform
Act because Consultant:
A. Does not make or participate in:
(i) the making of 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 authorizations or entitlements;
(iii) authorizing City to enter into, modify or renew a contract;
(iv) granting 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) granting City approval to a plan, design, report, study or similar item;
(vi) adopting,or granting 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 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 officially determines that Consultant must disclose its financial interests by
completing and Filing a Fair Political Practices Commission Form 700, Statement of
Economic Interests. Consultant shall file the subject Form 700 with the City Clerk's office
pursuant to the written instructions provided by the Office of the City Clerk.
AWfICLE 8 - GENERAL CONSIDERATIONS
8.1 Attorneys' Fees. 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 Prohibition Against Assiggment. Consultant shall not assign anof the Services,except with
3y
the prior written approval of City and in strict compliance with the terms,and conditions of
this Agreement.
8.3 Documents and Records. Records, drawings, designs, cost estimates, electronic data files,
databases and any other documents developed by Consultant in connection with its
performance of the Services,and any copyright interest in such documents, shall become the
property of City and shall be delivered to City upon completion of the Services,or upon the
request of City, Any reuse of such documents, and any use of incomplete documents, shall
beat Cimy's sole risk.
84 Indepeindent Contractor Status. Consultant is for all purposes tinder 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 Consultant or Consultant's
employees,except as herein set forth. Consultant shall supply necessary tools and
instrumentalities required to perform the Services. Assigned personnel employed by
Consultant are for its account only,and in no event shall Consultant 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. Consultant shall have no authority,express or implied, to act on behalf of
City in any capacity whatsoever as an agent, nor shall Consultant have any authority,express
or implied, to bind City to any obligation.
8.5 Termination.
A. Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City.
B.This Agreement may be terminated by City,in its sole discretion,by providing five (5)
days prior written notice to Consultant (delivered by certified mail,return receipt requested)
of City's intent to terminate.
C. If this Agreement is terminated by City,an adjustment to Consultant's compensation shall
be made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Consultant at the time of termination may be adjusted to the extent
of any additional costs to City occasioned by any default by Consultant.
D. Upon receipt of a termination notice, Consultant 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 Consultant in performing the Services. Consultant shall be compensated on
a pro-rata basis for Services completed tip to the date of termination.
8.6 Books and Records. Consultant 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
Consultant pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Consultant.
8.7 'Entire Agreement/Amendment.1'his 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,an amendment to this Agreement shall be in writing, approved by City
and signed by City and Consultant.
8.8 GovernInLy Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of California.
8.9 Severability. 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 the City and Consultant have signed
in confirmation of this Agreement.
CITY OF REDLANDS SCIS Field services
Tina Kundig, Finance Director/'Tr �_,Y , r Cortez S - ergy
A ttest:
Cite Clerk
EXHIBIT "A"
SCOPE OF SERVICES
Project shall include:
Scope of work:
• Overview of the Landfill gas collection system at the California Street Landfill.
• Overview of the operations,maintenance and monitoring activities at Landfill.
• Permit to operate overview—Regulatory requirements.
• Start up and shutdown procedures of the LFG flare.
• Maintenance of the LFG flare.
• Overview of the LFG computer system.
• LFG Flare plans and Instrumentation diagram (P&ID.)
Training Zvill consist of an approximate 5 hour block. SCS will provide the follox-ving:
• Hand outs (up to ten handouts.)
• LFG Flare druxVings,including P&1D (up to ten.)
EXHIBIT "B"
PROJECT COSTS
Costs
• Handouts and drawings: $180.00
• Instructors: 1 @ 5 hours @$115/hr. $575.00
• Instructors: 1 @ 3 hours @$165/hr. $495.00
EXHIBIT "C"
RATE SCHEDULE
Consultant hourly rate.
Instructors: 1 @ 5 hours.Q$'1.15/hr. $575.00
Instructors: 1 @ 3 hours @$165/hr. $495.00
EXHIBIT "D"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
SERVICES FOR THE CITY OF REDLANDS WASTEWATER TREATMENT PLANT
FLARE TRAINING CLASS
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 xvill comply with such provisions before commencing the
performance of the work of this Agreement. (Labor Code X1561).
SCS Engineers
Bv-:
(Carl Cort Date: