HomeMy WebLinkAboutContracts & Agreements_222-2024AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of surface mining compliance services ("Agreement") is
made and entered in this 17"' day of December, 2024 ("Effective Date"), by and between the City
of Redlands, a municipal corporation ("City") and EnviroMINE, Inc., a California 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:
ARTICLE I — ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide surface mining compliance in support of the
City's obligation under the state Surface Mining and Reclamation Act of 1975 and other
applicable laws 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 Set -vices," 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 Brian Desatnik, Development Services Director, 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 "B," titled "Project Schedule," which is
attached hereto and incorporated herein by reference.
4.2 The tern of this Agreement shall be for a period of three (3) years 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"),
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on the same terms and conditions, by providing written notice to Consultant at least thirty
(30) days prior to the expiration of the Initial Term or any Extended Term.
4.3 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.
5.1
ARTICLE 5 — PAYMENTS TO CONSULTANT
The compensation for Consultant's performance of the Services shall not exceed the
amount of Twenty -Four Thousand Five Hundred Dollars ($24,500) annually for the
Services provided during the initial three (3) year term. Should this Agreement be extended
annually for two additional terms, the compensation for Consultant's performance for the
Services shall not exceed the amount of Twenty -Four Thousand Five Hundred Dollars
($24,500) annually for each extended term for a total amount not -to -exceed One Hundred
Twenty -Two Thousand Five Hundred Dollars ($122,500) in total. The City shall pay
Consultant on a time and materials basis up to the not to not -to -exceed amount in
accordance with the rates specified in Exhibit "C" 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
ofdelivery 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 filly prepaid to the appropriate address set
forth below, or such other address as a Party may provide notice in accordance with this
section:
yld
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
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CONSULTANT:
James DeCarlois, Project Manager
EnviroMINE, Inc.
4711 Viewridge Avenue, Suite 270
San Diego, CA 92123
Email: jdecarolis@EnviroMINEine.com
Phone: (619) 284-8515
Fax: (619) 284-0115
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
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 "D,"
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
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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 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 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 Cleric'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 terns and conditions of this Agreement. Any
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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
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.
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9.8 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 material benefit of its bargain under this
Agreement.
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement,
CITY OF REDLANDA ENVIROMINE, INC.
i
IM
By: C— By:/Z
�
Milo S(�To , Mayor nes DeCarolis, Project Manager
ATTEST:
0ae Donaldso , City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
Currently, the City has five (5) regulated mining sites. These sites are listed as follows:
• East Quarry South (formerly Old Webster Quarry)
• East Quarry North (formerly Redlands Aggregate Pit, Johnson Pit, and Orange
Street Processing Plant)
• Plunge Creek Processing Plant and Silt Pond Quarry
• Alabama Street Quarry (formerly Alabama Street Northwest)
• West Quarry (formerly Alabama Street Northeast and Southeast)
The Consultant will complete the following scope of services is proposed for each of the listed
mining sites:
1. Perform inspections of SMARA-regulated mining operations to assure
compliance with the approved reclamation plan and conditions of approval.
2. Review the Mining Operation Annual Reports (Annual Reports) form MMRC-2
and the Financial Assurance Cost Estimates (FACE) to determine adequacy
under SMARA.
3. Prepare inspection report(s) to verify compliance with the reclamation plan and
conditions of approval.
4. Prepare performance review letters for each site for City information and action.
5. Review Mitigation Monitoring Program (Program) for each site and submit a
report to the City that identifies the operator's compliance with the approved
program.
6. Attend the City's Planning Commission and City Council meetings on an as
needed basis.
7. Perform other work requested by the City relating to SMARA or land -use
entitlements on an as needed basis.
The deliverables for these services include a Notice of Completion of Inspection,
Inspection Report (including photos and maps), FACE Adequacy Letter, Compliance
Review Letter for User Permit/ RP Conditions, and reports of the operator's compliance
with the Mitigation Monitoring Program.
The work program for this project is divided into eight distinct functions: A) File
Review, B) Annual Mine Reports, C) Mining Inspection, D) Financial Assurance Review,
E) Prepare Inspection Report, F) Permit/Reclamation Plan Review and Approval, G)
Mitigation Monitoring Verification, (H) Meeting Attendance.
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A. File Review/Site Familiarity
Prior to arriving at the mine site to conduct an inspection, it will be necessary to become familiar
with the physical conditions of the site and complete a thorough review of all pertinent
information relating to approvals for the project. This review provides the inspector with the
necessary background to allow for a thorough inspection of the site. File review will include the
approved reclamation plan, use permit, environmental documentation, and any other documents
important to the site inspection.
The City is responsible for providing Consultant with a copy of the operator's annual report
(MMRC-2), approved Reclamation Plan, Conditional Use Permit, financial assurance, and
Mitigation Monitoring Program for each site.
B. Annual Mine Reports
It is necessary for all Mine Operators to complete and submit annual reporting forms for active
and idle mines. These reports provide an update to the City on any site conditions that may have
changed within the past year and help inform the site inspectors.
Consultant will review the annual reports for adequacy and reach out to the Mine Operators on
the City's behalf to ensure all operators complete and submit their reports.
C. Mining Inspections
It should be the goal of any inspection program to work as a problem -solving tool. Not only are
mine inspectors responsible for reviewing mining operations for compliance, the inspector must
also serve as an ambassador of the lead agency. At times there are disagreements with the
requirements of the approval conditions and mitigation measures. The inspector will be charged
with interpreting and finding solutions to these problems. For this reason, it is important to
develop a cordial working relationship with the mine operator. In most cases, solutions should be
determined in the field with the mine operator. This approach will result in fewer complaints for
the lead agency and assure implementation of all compliance conditions.
Consultant will perform the inspection for the listed operations. This will include contacting the
Mine Operators to set up a date and time and inspecting the sites for compliance with the
Conditional Use Permit, CEQA mitigation measures, and Reclamation Plan.
In some instances, it may be necessary to return to the site to follow-up on deficiencies noted in
the site inspection. Where deficiencies are noted, the mine inspector may be required to
specifically identify violations and note these on inspection reports. Should this occur, SMARA
allows mine operators 30 days to correct deficiencies before being re -inspected. If additional
inspections are required, an additional cost proposal will need to be approved.
Consultant understands the benefits to developing cooperative working relationships between the
mine operator and the Lead Agency. As such, we will attempt to allow the operator to correct
any deficiencies in the field on the day of the inspection. If satisfactory resolution cannot be
reached in the field, we will consult with City staff to gain direction for further action. Our goal
is to find solutions to problems.
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D. Financial Assurance Review
Annual review of financial assurances is required by SMARA to ensure that adequate surety is
available should the operator default on the reclamation requirements. Review and adjustment of
financial assurances can be time consuming. This depends, in large part, on the operator's
willingness to provide adequately detailed and justified estimates.
Consultant is uniquely qualified to review financial assurances. EnviroMINE authored the
estimating procedure utilized by the State Mining and Geology Board as adopted in their
Financial Assurance Guidelines. In addition, prepared several estimates for mining projects
throughout California.
E. Inspection Reports
Site Inspection Reports shall be completed on the forms provided by the State Department of
Conservation Division of Mine Reclamation.
Other items to be included with the report will include a listing of problem areas and issues of
potential variance from the conditions of the use permit for the mining operation (land -use
entitlements). When problem areas are identified (e.g. accelerated erosion), steps for correcting
the problem will be suggested and listed in the report. This information may then be used by the
operator and the City to assist with implementing corrective measures.
The City is recognized as the lead agency with ultimate authority for direction and content of
information included in the inspection reports. Inspection reports will be completed within 90
days following the mine site inspections. The inspection report will be prepared and submitted to
the operator, the City, and the State.
F. Permit/Reclamation Plan Review and Approval
The Santa Ana River floodplain is identified as a regionally significant aggregate resource and
has historically been the subject of negotiations between resource agencies, the City, and mine
operators. As a result of this activity, other work as requested by the City may also be conducted
in the event that the City continues to receive mining permit applications. We are pleased to offer
assistance with the review of permit and reclamation plan applications submitted to the City.
Consultant will work with City staff to review and comment on mining permit applications
provided to the City for processing. All permit and reclamation plan applications will be
reviewed against the City's surface mining ordinances and SMARA to determine completeness
and technical competence. Where deficiencies are identified, Consultant will provide comments
for consideration by the City and ultimately for consideration by the applicant(s).
As the permit/reclamation plan applications progress through the review process, Consultant will
assist with CEQA review and with the preparation of findings and conditions of approval.
Development of conditions of approval that meet compliance objectives requires substantial
experience with permitting and compliance. Our experience with permitting for operators and
lead agencies and with annual compliance reviews provides the necessary experience to develop
conditions that will meet compliance objectives.
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Mining permit review services will be completed on an as -needed basis at the discretion of the
City. Each request will be considered individually and completed on a time and materials basis.
G. Mitigation Monitoring Verification
In conjunction with the annual mine inspection and conditions of approval review, and at other
times as required by the approved Mitigation Monitoring Program, Consultant. shall review each
sand and gravel operation to determine compliance with the approved Program. Upon receipt and
review of each operation's Program, a report that identifies the operator's compliance with the
approved program will be prepared and submitted to the City. We will coordinate with the
operator to correct any deficiencies that may exist. If satisfactory resolution cannot be reached
with the operator, Consultant. will provide support to City staff with enforcement actions.
However, Consultant is not a code compliant service. Our role will be to monitor for compliance
and report the findings of our investigation.
H. Meeting Attendance
Consultant may be asked to attend the City's Planning Commission and the City Council
meetings on an as needed basis. Additionally, the City may request to meet with staff in the field,
or at the City to review and discuss specific Wash related issues, as well as being contacted by
telephone from time to time for advice and comments on such issues.
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EXHIBIT "B"
PROJECT SCHEDULE
The work will commence December 3, 2024, and shall include Annual Inspections due through
December 2, 2027. The contract shall initially be for a term of three (3) years with an option to
extend two additional years subject to annual renewal upon satisfactorily completing the
previous year's scope of work
Mining inspections must be completed within six months following the receipt of the annual
report (between July and December) and financial assurances must be updated yearly (within 30
days of the annual inspection) to assure adequate surety is available to complete reclamation on
the subject mining site.
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EXHIBIT "C"
Fee Schedule
Costs are based on labor and materials that are required to complete the scope of services. Total
labor and materials charges to complete the annual mine compliance requirements through
January 1, 2027, shall not exceed $24,500 per year.
The following budget represents the average cost of completing annual mine compliance for an
individual site. The actual cost per site will depend on a number of factors, which include the
amount of change the site has experienced in the past year and any compliance issues that are
encountered
Task
Hours
Rate
Total
File Review
2.00
$185
$370
Site Inspection
2.00
$185
$370
2.00
155
310
Financial Assurance Review
3.00
$185
$555
Complete Inspection Reports/
Miti anon Monitorin Verification
10.00
$155
$1,550
nncrpa versrgtt
5
Travel Charge
$0.65/mi
$30
Average Cost Per Mine Site (5 Sites)
$3,450
If necessary, Consultant will request approval from the City prior to completing any
work that would result in exceeding the proposed budget. Copies of the inspection
reports will be provided to the operator, the City and the Department of
Conservation.
Should additional work be required, such as follow-up inspections, attending
additional meetings or reviewing new mining projects, costs will be based on labor
and materials that are required.
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EXHIBIT " D"
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.
CHEQ& ONE
1 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.
ENVIROMINE, INC.
By: w
Jtpesr DeCarolis, Project Manager
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Date: 10 v-�