HomeMy WebLinkAboutContracts & Agreements_70-2023DocuSign Envelope ID: 108B65D0-9D2F-401B-929D-1B7671D6704E
AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of rerouting and route optimization of residential
automated refuse, recycling, green waste, and organic waste curbside collection and commercial
recycling routes ("Agreement") is made and entered in this 2nd day of May, 2023 ("Effective
Date"), by and between the City of Redlands, a municipal corporation ("City") and RouteSmart
Technologies, Inc., a New York Corporation ("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:
1.1
ARTICLE 1 — ENGAGEMENT OF CONSULTANT
City hereby engages Consultant to provide rerouting and route optimization of residential
automated refuse, recycling, green waste, and organic waste curbside collection and
commercial recycling routes services for City (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,"
titled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Consultant 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 designates Christopher 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 Consultant shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "A," titled "Scope of Services," which is
attached hereto and incorporated herein by reference.
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DocuSign Envelope ID: 108B65D0-9D2F-401 B-929D-1 B7671 D6704E
4.2 If Consultant'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 Consultant to obtain a
copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 Total compensation for Consultant's performance of the Services shall be in the amount of
ninety-seven thousand three hundred eighty dollars ($97,380.00). City shall pay Consultant
in accordance with Exhibit "B," titled "Fee Schedule" which is 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 related to the Services. City shall pay
Consultant no later than thirty (30) days after receipt and approval by City of Consultant'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
P.O. Box 3005 (mailing)
Redlands, Ca 92373
jdonaldson@cityofredlands.org
(909) 798-7531
CONSULTANT:
Chris Walz
Vice President
RouteSmart Technologies, Inc.
8850 Stanford Blvd. Suite 3250
Columbia, MD 21045
cwalz@routesmart.com
800-977-7284 x3207
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage 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 the 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
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DocuSign Envelope ID: 108B65D0-9D2F-401B-929D-1B7671D6704E
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 Consultant is self -insured or exempt from the workers' compensation laws of
the State of California. Consultant 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. Consultant shall secure and maintain Professional Liability insurance throughout the
term of this Agreement in the amount of One Million Dollars ($1,000,000) per claim
made.
D. 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 Consultant owned vehicles used in
connection with Consultant'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.
E. Consultant is expressly prohibited from assigning or subcontracting any of the Services
without the prior written consent of City. In the event of mutual agreement by the
Parties to assign or subcontract a portion of the Services, Consultant shall add such
assignee or subcontractor as an additional insured to the insurance policies required
hereby and provide City with the insurance endorsements prior to any Services being
performed by the assignee or subcontractor.
6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed
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, Consultant,
or its officers, employees and agents in performing the Services.
ARTICLE 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 mariner or degree by
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DocuSign Envelope ID: 108B65D0-9D2F-401B-929D-1B7671D6704E
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 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 Consultant must disclose its financial interests, Consultant
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.
8.2 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. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, result in City's immediate termination of this Agreement.
8.3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth. Consultant shall supply all necessary tools and instrumentalities required to
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DocuSign Envelope ID: 108B65D0-9D2F-401B-929D-1B7671D6704E
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.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) days prior written notice to Consultant of City's intent to terminate. 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. 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 up to the date of termination.
8.5 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.
8.6 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
Consultant.
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 in 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.
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DocuSign Envelope ID: 108B65D0-9D2F-401 B-929D-1 B7671 D6704E
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS^
By:It;
ddie Tej eda, Mayor
ATTEST:
ne Donaldson, City Clerk
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ROUTESMART TECHNOLOGIES, INC.
DocuSigned by:
BY:CtaistopLur Wk.)
1178n32nocFA82...
Chris Walz, Vice President
DocuSign Envelope ID: 108B65D0-9D2F-401 B-929D-1 B7671 D6704E
EXHIBIT "A"
SCOPE OF SERVICES
Phase 1:
RouteSourcing — Rerouting of Existing Commercial and Residential Routes- 35 Vehicles
Consultant Technologies (RS) will provide comprehensive professional services
necessary to optimize the City's existing automated residential refuse, recycling, green
waste, and organic waste curbside collection and commercial recycling collection routes.
This will include the capability for route balancing, optimized service location collection
order sequencing (and adjusting of results as required based on City input). All routing
results will be generated over HERE street data.
Consultant will conduct a one -day Project Initiation Meeting (PIM) off -site to discuss and
confirm the project plan and lock down the final scope of work. It will be as follows:
Service location and facility location data must conform to the Consultant Standard Data
Model.
Consultant is not responsible for routing results for an un-geocoded address. Service
locations that are ungeocoded will be returned with a zero sequence/route/day.
City will provide standard rates of collection, disposal time, extra time, and additional
operational parameters to Consultant.
Alley assignments or collection designations are not available via RouteSourcing
projects.
City will have 1 day for every 5 vehicles (7 days) to review initial routing results.
Consultant will accept 1 round of revisions to the initial routing results submitted based
on the initial data provided for incorporation into the final routing solution. If feedback is
not received within the allocated budget for review the results will be considered
finalized.
Rates are based on residential waste service from a single depot servicing a distinct
singular district for route balancing and sequencing within existing days.
Customer data updates after RouteSourcing begins are not included. If the City needs to
submit a new customer file to Consultant because of additions, subtractions or omissions
from the data will incur additional charges. A 10% surcharge will be assessed for each
data update submitted by the client after initial route results are submitted for review or at
any other time during the project before final route plans will be provided.
Changes to agreed upon routing methodology for initial routing results will require a new
defined scope of work and will be subject to a 10% surcharge for each revision from the
initial routing results.
Standard Deliverables
o Route sequence report
o Route summary report
o Turn -by -turn instructions for each route
o Excel spreadsheets with service location data attributed with sequence, route, and
day (if day balancing is required)
It is expected considerable communication will be required between Consultant and the
City of Redlands, Solid Waste & Recycling personnel regarding the submittal and review
of the initially submitted route plans, validation and final adjusting of route plan designs.
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DocuSign Envelope ID: 108B65D0-9D2F-401 B-929D-1 B7671 D6704E
Off -site communication between RS and all parties will take place via GoTo Meeting and
conference call. For any on -site work travel and expenses will be billed as incurred.
Travel and expenses will be billed as incurred if it's mutually determined an on -site visit
will be agreed to as part of this engagement.
Phase 2:
Consultant Online for Waste and Recycling Subscription
- Subscription to Consultant Online for Waste and Recycling
- Term: 12-month minimum subscription for 35 vehicles
Web -based solution providing all the tools required to maintain collection routes, optimized
through the RouteSourcing engagement, with up-to-date and accurate information for your fleet
of residential and commercial service vehicles. Consultant Online will empower route
management staff and dispatchers with the ability to reduce the continuing cost of collection
through efficient routing and provide crews with operating plans that maximize safety in the
collection order sequence.
Support for commercial and residential daily routing
Supports download of service location and facility data to ArcGIS Pro
Administrator -level functionality for defining user roles
Subscription fee includes on -boarding for 1 person for every 5 vehicles (7 total) under
subscription in a scheduled set of workshops held virtually
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DocuSign Envelope ID: 108B65D0-9D2F-401 B-929D-1 B7671 D6704E
EXHIBIT "B"
Fee Schedule
Task .
Description
Quantity
Cost
1.
Phase 1: RouteSourcing Rerouting Professional
Services
1.1
RouteSourcing Fees, Schedule RouteSmart
Implementation Consultant
1
$ 36,300
1.2
Submittal of Initial Optimized Route Plans, no later
than 60 days from Project Initiation Meeting
1
$ 18,150
1.3
Submittal of Final Optimized Route Plans
1
$ 18,150
PHASE 1 TOTAL
$72,600.00
2.
Phase 2: RouteSmart Online 12-month Web
Services Subscription
2.1
First Quarter Subscription
1
$6,195
2.2
Second Quarter Subscription
1
$6,195
2.3
Third Quarter Subscription
1
$6,195
2.4
Fourth Quarter Subscription
1
$6,195
PHASE 2 TOTAL
$ 24,780
TOTAL COST
$97,380.00
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DocuSign Envelope ID: 108B65D0-9D2F-401 B-929D-1 B7671 D6704E
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
X 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.
RouteSmart Technologies, Inc.
OocuSIgned by:
a "iSfor(UX 03. (P665
By:
YY?86328BeaE462...
Chris Walz, Vice President
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Date:
4/26/2023