HomeMy WebLinkAboutContracts & Agreements_75-2022AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR EQUIPMENT AND SUPPLIES
This agreement for the supply and delivery of renewable liquid natural gas
("Agreement") is made and entered in this 17th day of May, 2022 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City") and Applied LNG Technologies,
LLC ("Consultant") 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 supply and deliver renewable liquid natural gas
("RLNG") and associated 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 — SERVICES 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 this
reference.
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 reasonably
assist Contractor in performing the Services.
3.2 City designates Chris Boatman, Assistant City Manager, 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 The Services shall commence immediately after the Effective Date of this Agreement.
Contractor shall perform and complete the Services in a prompt and diligent manner
4.2 The initial term of this Agreement shall commence on its Effective Date and end on June
30, 2023 (the "Initial Term") 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
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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 If Contractor's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to 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 six hundred thirty seven thousand ninety eight dollars ($637,098 00) 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 six hundred thirty seven thousand ninety eight dollars ($637,098 00) for the first
Extended Term and six hundred thirty seven thousand ninety eight dollars ($637,098 00)
for the second Extended Term, bringing the total possible amount of compensation to a
not -to -exceed amount of one million nine hundred eleven thousand two hundred ninety
four dollars ($1,911,294 00) City shall pay Contractor on a total price per RLNG gallon
(fixed price excluding commodity and tax fluctuations on a monthly basis as further
described in this sentence) delivered calculated using the monthly adjusted Natural Gas
Price Index based upon Southern California Border price in accordance with Exhibit "A,"
titled "Scope of Services," which is attached hereto and incorporated herein by this
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, (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
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
CONTRACTOR
Edward McKenna, CEO
Applied LNG Technologies, LLC
5716 Corsa Avenue, Suite 200
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P 0 Box 3005 (mailing) Westlake Village, CA 91362
Redlands, CA 92373 Emckenna@applieding.com
jdonaldson@cityofredlands.org 818-450-3652
(909) 798-7531
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 "B,"
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 hability 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 and appointed
officials, employees and agents from and against any and all claims, losses and 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
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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 terns 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 terns 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
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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, without regard to its conflicts of laws provisions The Parties agree
that all actions or proceedings arising m connection with this Agreement shall be tried
and litigated only in the state courts located in San Bernardino County, California, and
the federal courts located in Riverside County, 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.
8 9 City warrants that all RLNG purchased by City pursuant to this Agreement shall be
consumed as a vehicle fuel (either as LNG or LCNG) and City shall provide Contractor
with reasonable cooperation with respect to the requirements for the generation of RINs
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under the EPA renewable fuels standard and LCFS Credits under the Cahforma Air
Resources Board Low Carbon Fuel Standard Contractor shall generate and retain all
LCFS Credits, RINs, and any other emission reduction credits or environmental attributes
or credits available (if applicable), related to the RLNG provided by Contractor to City
pursuant to this Agreement except for federal and state tax credits available and allowed
under Internal Revenue Code Sections 6426 and 6427 which shall be filed foi and
retained by City
IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have
signed in confirmation of this Agreement
By
RE LANDS
Paul T Banch, Mayor
ATTEST
me Donaldson, City Clerk
APPLIED LNG TECHNOLOGIES, LLC
y
Edward McKenna/iCEO
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EXHIBIT "A"
SCOPE OF SERVICES
Renewable Liquefied Gas (RLNG)
NO
Description
Base
Year
Option
Year 1
Option
Year 2
Commodity Rate
1
So Cal Gas Monthly
Index $US/MMBtu
(Fixed, Average 2021)
$4 20
$4 20
$4 20
2
Conversion From
MMBtu to RLNG Gal
factor (fixed)
12 1
12 1
12 1
3
Sub -Total — Price of
RLNG Gallon
(Line 1 / Line 2)
$0 3471
$0 3471
$0 3471
Vendor Bid
4
Liquefaction (fixed) Per
RLNG Gallon
$ 0.1950
$ 0 1950
$ 0.1950
5
Markup/Discount (fixed)
Per RLNG Gallon
U0
�0
6
AB 32 Cap & Trade
regulation related cost
per Gallon
$ 0
$ 0
7
Delivery Fee Per RLNG
Gallon
$ 0.1000
$ 0.1245
$ 0 1490
8
Sales Tax 8 75%
(applicable)
$ 0 0474
$ 0 0474
$ 0 0474
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Total — Price Per RLNG
Gallon (Fixed Price
Including Commodity sub-
total (3) and Taxes (8))
$ 0.6895
$ 0.7140
$ 0.7385
The City's total price per RLNG gallon will fluctuate due to monthly commodity index price
changes and applicable sales tax Line Items 2, 4, 5, and 7 will be fixed for the entire base term
of the Agreement The City of Redlands Fleet pays the CA Excise Tax directly to the state and is
exempt from Federal Excise Tax
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EXHIBIT "B"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employee, 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 oi her employees
CHECK ONE
)( 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
APPLIED LNG TECHNOLOGIES, LLC
Date 6 L Zo 22
Edward McKenna, CEO
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