HomeMy WebLinkAboutContracts & Agreements_110-2010_CCv0001.pdf AGREEMENT TO PROVIDE LANDFILL GAS ENGINEERING AND REPORTING
SERVICES FOR THE CALIFORNIA STREET LANDFILL
This agreement for the provision of professional landfill gas engineering and reporting
services for the California Street Landfill ("Agreement") is made and entered into this 20'h day of
July, 2010 ("Effective Date"), by and between the City of Redlands ("City") and SCS Field
Services ("Consultant"). 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:
ARTICLE I - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to perform professional landfill gas engineering and
reporting services for the California Street Landfill (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 'I - SERVICES OF CONSULTANT
2.I The Services which Consultant shall perform are more particularly described in Exhibit
"A," entitled "Scope of Services," which is attached hereto and incorporated herein by
this reference.
2.2 Consultant shall comply with all 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 all applicable Labor Code
and prevailing wage laws,
ARTICLE 3 - RESPONSIBILITIES OF AGENCY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City will make reasonable provision for Consultant to enter upon City-owned property, as
required by Consultant, to perform the Services.
33 City designates Les Jolly as City's representative with respect to the 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,
Urea Ndjn,tAgreements`,SCS Field ServicesJul-2010,doc
ARTICLE 4 - PERFORMANCE OF SERVICES
4.1 Consultant shall perform the Services in a prompt and diligent manner from time to time
as requested by City.
4.2 At any time during the term of this Agreement, City may request that Consultant perform
Extra Services. As used herein, "Extra Services" means any work which 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 Work does not
exceed twenty percent(20%) of the compensation to be paid by City to Consultant for the
Services, such Extra Work may be agreed to by the Parties, by written amendment to this
Agreement, executed by City's City Manager. Consultant shall not perform, nor be
compensated for, Extra Work without such written authorization from City.
ARTICLE 5 - PAYMENTS TO CONSULTANT
51 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Thirty-Six Thousand, Two Hundred Thirty-Two Dollars ($36,232). City shall
pay Consultant on a time and materials basis up to the "not to exceed" amount in
accordance with Exhibit "B," entitled "Fee Schedule," and based on the hourly rates
shown in Exhibit "C," which are attached hereto and incorporated herein by this
reference.
5.2 Consultant shall submit monthly invoices to City describing the Services 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, if any. City shall pay
Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice, provided the Services reflected in the invoice were performed to the
reasonable satisfaction of City in accordance with the terms of this Agreement.
5.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by
mail should be addressed as follows:
City Consultant
Les Jolly, Interim Director SCS Field Services
Quality of Life Department Carl Cortez, Project Manager
City of Redlands 10300 Fourth Street, Suite 200
35 Cajon Street Rancho Cucamonga, CA 91.730
P.O. Box 3005 (mailing)
Redlands, CA 92373
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
11
Chances may be made in the names and addresses of the person to who notices and payments are
to be given by giving notice pursuant to this section 5.3.
- 2 -
L\Ca\djrri)Agreements'1SCS Field Services-ful-2010,doc
ARTICLE 6 - INSURANCE AND INDEMNIFICATION
6.1 Certificates and Endorsements. All 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 all required insurance listed below is
obtained by Consultant. Consultant shall provide Agency with certificates of insurance
and endorsements evidencing such insurance prior to commencement of the Services.
All insurance policies shall include a provision prohibiting cancellation of the policy
except upon thirty (30) days prior written notice to City.
6.2 Workers Compensation and Employer's Liability. Consultant shall secure and maintain
Workers Compensation and Employer's Liability insurance throughout the duration of
this Agreement in accordance with the laws of the State of California, with an insurance
carrier acceptable to City.
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 Consultant's and its officers', employees'
and agents' sole negligent acts or omissions in performing the Services.
6.4 Assignment, Consultant is expressly prohibited from assigning any of the Services
without the express prior written consent of City. In the event of agreement by the
Parties to assign a portion of the Services, Consultant shall add the assignee as an
additional insured and provide City with the insurance endorsements required by this
Agreement prior to the performance of any Services by the assignee. Assignment does
not include printing or other customary reimbursable expenses that may be provided for
in this Agreement.
6.5 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 Million Dollars (S 1,000,000)
per occurrence and Two Million Dollars (5/2,000,000) aggregate for public liability,
property damage and personal injury is required. Agency shall be named as an additional
insured. Such insurance shall be primary and non-contributing to any insurance or self-
insurance maintained by City.
6.6 Professional Liability Insurance. Consultant shall secure and maintain professional
liability insurance throughout the term of this Agreement in the amount of One Million
Dollars (51,000,000) per claim made.
6.7 Business Auto Liability Insurance. Consultant shall have business auto liability
coverage, with minimum limits of One Million Dollars (SI,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
_ 3 _
l:\ca,4m\_Ngreements\SCS Field Services.Jul_1010.doc
Consultant's provision of the Services, hired and non-owned vehicles, and employee non-
ownership vehicles. City shall be named as an additional insured. Such insurance shall
be primary and non-contributing to any insurance or self insurance maintained by City.
ARTICLE 7 - CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in the
real property that is the subject of the Services and shall not acquire any interest, direct or
indirect, in any other source of income, interest in real property or investment which
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 Consultant 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 or any City governmental decisions regarding approval of a
rate, rule or regulation, or the adoption or enforcement of taws;
(ii) the issuance, dental, suspension or revocation of permits, licenses,
applications, certifications, approvals, orders or similar authorizations or
entitlements;
(iii) authorizing City to enter into, modify or renew a contract;
I
(1v) 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 all 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 7/00, Statement of
Z:�
Economic Interests, Consultant shall file the subject Form 700 with the City Clerk's
office pursuant to the written instructions provided by the City Clerk.
-4 -
LNca',dj ',Agreements'\SCS Field Services.Ju12010,doc
ARTICLE 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 Assignment. Consultant 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 Documents and Records. All documents, records, drawings, designs, cost estimates,
electronic data files, databases and 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 be at City's sole risk.
8.4 Independent Contractor Status. Consultant is for all purposes under this Agreement an
independent contractor and should perform the Services as an independent contractor.
Neither City nor any of its agents shall have control over the conduct of Consultant or
any of Consultant's employees, except as herein set forth. Consultant shall supply all
tools and instrumentalities required to perform the Services. All personnel employed by
Consultant are for its account only, and in no event shall Consultant or any 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. This Agreement shall terminate as of the 21't day of July 2011, unless earlier
terminated, as provided for below.
B. This Agreement may be terminated by City, in its sole discretion, by providing
five (5) business days prior written notice to Consultant (delivered by certified mail,
return receipt requested) of City's intent to terminate.
C. If this Agreement is tenninated 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.
s -
L\ca\dirrAgreements'SCS Field Services,Ju120 I O.doe
z:1
DUpon 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 any 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 up to the date of termination.
8.6 Books and Records. Consultant shall maintain any and all books, ledgers, invoices,
accounts and all 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 all reasonable times for examination by City at the office of Consultant.
8.7 Entire Agreement/Amendment. This Agreement, including the Exhibits incorporated
Z:7
herein by reference, represents the entire agreement and understanding between the
Z�
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. Any
I z:1
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8.8 Governing 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 any of 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.
- 6 -
L\'Ca�\djaMigreements'SCS Field Services,Ju12010,doc
IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant
have sinned in confirmation of this Agreement.
THE CITY OF REDLANDS
By:
Pat Gilbreath, Mayor
Attest:
Sam Irwin, City C rk
SCS FIELD SERVICES
By:
Galen Petoyan, Sr. Vice Presiders
_ 7 -
1.`.ca\djm'%A;reementsl.S S Field Scrvic;es.JuI2010.doc
EXHIBIT"A"
SCOPE OF SERVICES
INTRODUCTION
The Services will consist of work as described below to assist the City of Redlands with issues
related to the landfill gas (LFG) collection system at the California Street Landfill, The proposed
task is Monitoring Support.
TASK 1: Monitoring Support
This task includes assisting the City of Redlands staff with monitoring of the LFG collection
system, including preparation of reports, maintenance of the LFG database and technician
assistance. The major items of work are described below:
1. Monitoring Assistance -This item consists of providing assistance to City staff when
conducting the required SCAQMD monitoring and adjusting and balancing the landfill
gas collection system, balancing as needed to support the LFG recovery facility.
1 Annual Inspection and Maintenance -This item consists of conducting an annual
inspection of the LFG collection system and flare station. A report of recommendations
will be submitted to the City. This item also includes assisting the City staff in
conductinc, annual maintenance tasks. Two annual events are included in this scope of
work.
3. SCAQMD Report Preparation - This item consists of assisting the City with preparation
of the SCAQMD Quarterly report. Field data will also be reviewed monthly as part of
this item.
4. SCAQMD Lab Analysis—Taking of samples and review of Lab Analysis.
5, Materials Purchase - This item provides a budget for small, non-recurring material
purchases related to construction or maintenance. Materials will be provided on an as
needed basis at the request of the City.
A-1
1nca'1d,jm\Agreements\SCS Field Services.Ju1'2010,doc
EXHIBIT"B"
SCS Engineers
Project Fees
California Street Landfill
Category Task Monthly Annual Rate Annual
Hours Hours Subtotal
Gas Well & Perimeter Probe 24 Hours 288 $68/Hour $25,144
Monitoring Hours
Upon Upon Standard Fee
Extra Services Request Request Schedule -0-
Annual Inspection and Maintenance 32 Hours S68/Hour $1,088
SCAQMD Report Preparation and
S-2,500/Quarter S10,000
Data Review
SCAQMD Lab Analysis. Taking of
Samples and Review of Lab Analysis -0-
Only. City to pay lab fees.
Miscellaneous Materials Purchase Upon Upon Cost Plus Basis -0-
Request Request
Subtotal-Monitoring Support $36,232
B-t
l:`,ca`dJm\.Agreements\SCS Field Services,Ju12010,doc
EXHIBIT"C"
SCS FIELD SERVICES
STANDARD FEE SCHEDULE
(Effective July 20, 2010 through July 20, 2011)
Technical Field Personnel Rate/Hour
Laborer...........................................................................................................................................46
Technician.............................................................................................................. .......................57
FusionTechnician........................... .................. ...........................................................................57
EquipmentOperator......... ....._....................................................................... ......................... ....62
Sr. Technician......................... ............................................ .........................._............................68
Foreman... .......... .............................. ..................... ........................... ..................................... ...72
PlantOperator... ............................................... ................... .................................._ ......_.........74
Superintendent........... ........._................................... ........... .......... ........_........................__.....95
Sr. Superintendent.....__... ....... ................. .................................. ............... ............... .....110
Management/Support Personnel Rate/Hour
Secretarial ..... ................ ...................... .......... ............ ..............._...... ........ ........45
ProjectAdministrator...... .......................I................................. ....................... ................... ....65
Designer/Drafter ....................... ..................... ........ ...... ..................... ....._............... ............_.75
ProjectProfessional .................. ............... ...................... ............ .................... .............. ...... ...110
Senior Project Professional................. ............................................... .......... ....... .........130
ProjectManager............ ............... ................................. .........................................................160
Regional Manager/Project Director......................... ....... ............................. .......................195
GENERAL TERMS:
I. Labor rates are in effect until July 21, 20 10. Any work performed after that date is
subject to a new Standard Fee Schedule.
2. The above rates include salary, overhead, and profit, Other direct charges, such as
subcontractors, construction equipment, materials, air travel, freight, auto rental, permits,
fees, taxes, tolls, and other costs incurred for the project will be billed at cost plus 15
percent. The cost of equipment owned by SCS Field Services will not be subject to
administrative mark-up. Automobile mileage cost is $0.55 per mile. Trucks will be
charged at$12.50/hour, not to exceed 8 hours/day ($100.00). (No administrative mark-
up will be applied to charges for company owned vehicles).
1 Invoices will be prepared monthly for work in progress, unless otherwise agreed.
Invoices are due and payable upon receipt. Any invoices not paid within 30 days of
receipt are subject to a service charge of 1.5 percent per month on the unpaid balance.
4. Payment of SCS Field Services invoices for services performed will not be contingent
upon the Client's receipt of payment from other parties.
C-1
f-"Ca%dirn\,A-,reeniciits",SCS Field Services Ju120 I 0.doc
5. Rates for Principals may be negotiated on a project specific basis. For special situations,
such as expert testimony or international assignments, hourly rates will be on an individu-
ally negotiated basis.
6. On short term or one time assignments, services which require less than eight(8) hours,
but more than four(4)hours will be billed at eight(8) hours. A minimum of four(4)
hours will be billed for any service requested which is not conducted in conjunction with
an on-going project (including call-outs after normal work hours)and will be charged
portal-to-portal, from SCS Field Services offices.
7. For operation, construction, and/or repair work performed on weekends and/or nights (if
work exceeds 8 hours in a day), the above rates will be marked up 40 percent. For work
performed on Company recognized holidays or beyond 12 hours in a day, the above rates
will be marked up 70 percent.
8. These rates are based on non-union, non-prevailing wage scales.
9. For long-term on-site project assignments, rates may be discounted on an individually
negotiated basis. Long-term on-site personnel are permitted to return home every four
(4) weeks. Travel expense shall be invoiced to Client at cost plus 15 percent.
10. Costs for equipment and analysis will be billed in accordance with the rates contained on
SCS Field Services Standard Fee Schedule for Equipment and Analysis.
C-2
l:\.ca\dJrrf,_Agrcements\SCS Field Services.Ju120 10,doc