HomeMy WebLinkAboutContracts & Agreements_123-2021AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES FOR
EQUIPMENT AND SUPPLIES
This agreement for the provision of green and wood waste processing services
("Agreement") is made and entered in this 6th day of July, 2021 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City") and One Stop Landscape Supply
a California corporation ("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
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ARTICLE 1 — ENGAGEMENT OF CONTRACTOR
City hereby engages Contractor to perform green and wood waste processing services for
City (the "Services") 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.
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 — SERVICES OF CONTRACTOR
2.1 In performing the Services, Contractor shall comply with all applicable federal, state and
local laws, including but not limited to any applicable provisions of the California Labor
Code City makes no representation to Contractor as to whether the Services constitute a
"Public Work" as that term is defined by California Labor Code section 1720, and
Contractor acknowledges and agrees that Contractor shall be solely responsible and liable
for the determination of whether such work constitutes a "Public Work." Contractor shall
defend, indemnify and hold harmless City and its elected officials, officers and
employees from and against any and all losses, damages, costs, claims, causes of action
and liability based upon the assertion that City or Contractor has failed to comply with
any applicable provision of the California Labor Code in connection with Contractor's
undertaking of the Services. This Section 2 1 shall survive any termination of this
Agreement.
2.2 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
3 1 City shall make available to Contractor information in its possession that may assist
Contractor in performing the Services.
3.2 City designates Chris Boatman, Facilities and Community Services Director, as City's
representative with respect to performance of the Services, and such person shall have the
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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 in
accordance with Exhibit "A," titled "Scope of Services," which is attached hereto and
incorporated herein by reference The Services shall commence immediately after 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 collectively referred to herein as the
"Term" of this Agreement.
4 3 If Contractor's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with
City Council adopted policy for the same It shall be the obligation of Contractor to
obtain a copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONTRACTOR
5 1 The compensation for Contractor's performance of the Services shall not exceed the
amount of one million one hundred seventy five thousand dollars ($1,175,000) for the
Services provided during the Initial Term. Should this Agreement be extended, the
compensation for Contractor's performance for the Services shall not exceed the amount
of one million one hundred seventy five thousand dollars ($1,175,000) for the second
Extended Term, and one million one hundred seventy five thousand dollars ($1,175,000)
for the third Extended Term, bringing the total possible amount of compensation to a not -
to -exceed amount of three million five hundred twenty five thousand dollar ($3,525,000)
For the Initial Term and each Extended Term, City shall pay Contractor on a per ton basis
up to the not to not -to -exceed amount in accordance with the rates specified in Exhibit
"B," titled "Pricing," 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, and the number of tons for
each green waste and wood waste processed 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, (ii) 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 or electronic mail transmission (including
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PDF), 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
Phone (909) 798-7531
Fax (909) 798-7535
CONTRACTOR
Louis Curti, President
One Stop Landscape Supply
13024 San Timoteo Canyon Road
Redlands, CA 92373
Louiscurti@hotmail com
909-798-1278
909-793-3428
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 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 "C,"
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
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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;
(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 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
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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 ten (10) 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, 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, drawings, specifications, reports, 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.
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
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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
Paul T Barich, Mayor
ATTEST
anne Donaldson, City Clerk
ONE STOP LANDSCAPE SUPPLY
By Q
Louis Curti, President
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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 the City's Solid Waste
division The tonnage delivered to the Contractor by Solid Waste collection vehicles shall be
determined by the City The City will NOT accept end products to include mulch, compost,
and any product resulting in green and wood waste processing, etc.
B Contractor will provide the City operators with scale records to indicate the weight of green
waste and wood waste delivered to the Contractor's processing facility 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 and commercial green waste and wood waste from the
City during the following days and hours
Monday — Friday (except major holidays) 7 00 AM - 4 00 PM
Saturday 7 00 AM - 3 30 PM
E. Contractor shall accept green waste as it is collected by the Solid Waste Division
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 the City
F The 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 The City, in its sole discretion, shall determine the loads of green waste to be
delivered to Contractor The City shall also utilize a procedure for tagging automated carts
identified by drivers as containing excessive contamination The City shall refer repeat
offenders to Code Enforcement for possible citation and follow-up
G Contractor shall provide use of a phone to City employees in the event a City driver needs to
contact their Supervisor regarding City business
H Contractor shall provide paved road surfaces wherever green waste is processed or stored
I Contractor shall provide spotting of City trucks when tipping
J Contractor shall provide adequate queuing area so that City trucks do not line up on Public
Streets
K. Contractor shall allow the City's representative to inspect their facilities during operating
hours to assure compliance with this agreement. Upon request, the Contractor shall provide
the 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
L. The City's RFB for Processing Green Waste and the 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.
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M The contractor shall be located within 10 miles of the City's Corporate Yard
N The contractor shall address their facility compliance with the following regulatory agencies
and requirements
1 California Environmental Quality Act (CEQA) — Provide a copy of the Notice of
Determination or other environmental determination to indicate fully compliance
with CEQA.
2. Cal Recycle — Indicate necessary permits issued by State for processing green
waste and wood waste
3 South Coast Air Quality Management District — Indicate compliance with
applicable regulations including but not limited to SCAQMD Rule 1133 - 1133.2
4 Santa Ana Regional Water Quality Control Board — Indicate compliance with
National Pollution Discharge Elimination System (NPDES), Waste Discharge
Requirements (WDRs) and Monitoring and Reporting Requirements
5 The Contractor will discuss and notify any future plans for a change in operation
by an enforcement agency or Notice and Order permit change or application as
related to the acceptance of green and wood waste material from the City's
recycling program with the City
O 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 The City shall provide the 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. The 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 the City's representative
upon notification of three incidents where the turn -around time exceeded fifteen
minutes within a calendar month The Contractor's representative shall meet
with the City's representative within five working days of notification by U S mail
to discuss remedies for reducing the turn -around time
4 The city shall penalize the contractor $25 per incident for each time the turn-
around time is exceeded following the City's meet and confer meeting with the
Contractor's representative
5 The process shall begin over again when a period of 30 days elapses without the
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 the City's discretion
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EXHIBIT "B"
PRICING
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TOtal Pito In Figures
, (E34 )
1
Green waste
Tons
15,000
$ 65.00 /Ton
$ 975,000.00
2.
Wood waste
Tons
5,000
$ 40.00 /Ton
$ 200,000.00
BID PRICE TOTAL
$ 1,175,000.00
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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
1- 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 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.
ONE STOP LANDSCAPE SUPPLY
By.
Louis Curti, President
Date (1,
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