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HomeMy WebLinkAboutContracts & Agreements_105A-2016 AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES This agreement for the provision of Parts Washer Equipment Maintenance, Service and Disposal of Hazardous Waste Material ("Agreement") is made and entered on this 17th day of May, 2016 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and HCI Environmental &Engineering Services ("Contractor"). City and Contractor are sometimes individually referred to herein as a "Party" and, together, as "Parties." In consideration of the mutual promises contained herein, City and Contractor agree as follows: ARTICLE I —ENGAGEMENT OF CONTRACTOR 1.1 City hereby engages Contractor to service, repair and perform maintenance on City parts washers, clarifiers and to dispose of hazardous waste material (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," entitled "Scope of Work," which is attached hereto and incorporated herein by 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 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, Quality of Life 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 Contractor shall perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit"A," entitled"Scope of Work,"which is attached hereto and incorporated herein by reference. The Services shall commence within ten(10) days of the Effective Date of this Agreement. 4.2 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 1 I Aca%djaAAgreements\HCI 5.2016.doc City Council adopted policy for the same. It shall be the obligation of Contractor to obtain a copy of such policy from City Staff. 4.3 During the term of this Agreement, City may request that Contractor perform Extra Services. As used herein, "Extra Services" means any work that is determined necessary by City for the proper completion of the Services, but which the Parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Provided the Extra Services do not exceed twenty percent (20%) of the compensation to be paid by City to Contractor for the Services, such Extra Services may be agreed to by official in accordance with Chapter 2.16 of the Redlands Municipal Code. Contractor shall not perform, nor be compensated for, Extra Services without such written authorization from City. 4.4 The term of the 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 (an "Extended Term"), on the same terms and conditions, by providing written notice to Contractor at least ninety (30) days prior to the expiration of the Initial Term or any Extended Term. ARTICLE 5 —PAYMENTS TO CONTRACTOR 5.1 The annual compensation for Contractor's performance of the Services shall be in the amount of fifteen thousand dollars ($15,000), and total compensation shall not exceed the sum of forty five thousand dollars ($45,000) throughout the term of this Agreement. 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, and a description of reimbursable expenses related to the project. 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, 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 Contractor Chris Boatman Gregory J. Parker Director President City of Redlands HCl Environmental &Engineering Svc 35 Cajon Street, Suite 200 114 Business Center Drive P.O. Box 3005 (mailing) Corona, CA 92880 Redlands, CA 92373 2 L•kaldjinlAg eements\HCI 5.2016.doe ARTICLE 6—INSURANCE AND INDEMNIFICATION 6.1 Insurance 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. 6.2 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 provide City with Exhibit `B," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference. 6.3 Contractor shall secure and maintain comprehensive general liability insurance with carriers acceptable to City. Minimum coverage 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. 6.4 Contractor shall have 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. 6.5 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses or liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by 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 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 perforin any Services under this Agreement. 3 I:1ca1djm\Agreements\HC15.2016.doc 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 the 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. 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. 8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other documents developed by Contractor in connection with its performance of the Services, and any copyright interest in such documents, shall become the property of City and shall be delivered to City upon completion of the Services, or upon the request of City. Any reuse of such documents, and any use of incomplete documents, shall be at City's sole risk. 8.4 Contractor is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor 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 4 I:1ca1djmlAgreementsk ICI 5.2016.doc 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. 8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon completion and acceptance of the Services by City; provided, however, 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. 8.6 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. 8.7 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. 8.8 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 5 1:Icaldjm\Agreements\HCI 5.201 b.doc IN WITNESS WHEREOF, duty authorized representatives of City and Contractor have signed in confinriation of this Agreement. CITY OF REDLANDS ENVI RO,NM 7AL & ENGINEERING SER C S y: By: B Pi I W. Foster, Mayor G r e ff"O' -ly"J arl"r, President ATTEST: Sam lrwi1;'btylClerk 6 [:\ca\djiii\Agi,eeineTitslIICI 5.2016.doc EXHIBIT "A" Scope of Work The City of Redlands Equipment Maintenance Division is soliciting Request for Bid for parts washer equipment maintenance service, clarifier service, and pickup/disposal of hazardous waste materials for Equipment Maintenance Division. Vendor shall supply a bid for the services as listed below, see "Price Bid Sheet." All pricing are for the purposes of bid comparison and actual pricing. Unit costs should include all the materials, supplies, labor, equipment, and ancillary costs required to complete the work. Vendor shall document any additional costs associated with the price bid for complete evaluation purposes. Undocumented additional costs will not be honored. Please check your calculations before submitting your bid; the City will not be responsible for bidder's miscalculations. The term of the agreement will be for a period of one year and two additional one year options to renew. The successful bidder shall provide all labor, materials, supplies, equipment, label(s), prepared manifest(s), transportation, disposal, fuel charges, taxes and services in conformance with the terms and conditions outlined in these specifications. All work shall be performed in accordance with all Federal and State agencies, laws, requirements, and regulations. All waste disposals are subject to verification and final analysis. The vendor awarded the parts washer equipment maintenance service, clarifier services and the pick-up and disposal of hazardous waste material will be required to maintain aforementioned items: Services: Provide maintenance on an as needed basis to: • 1-30 gal parts washer • 2 parts washers (sink on a drum), • Clarifier/vacuum service, • Pick up/disposal of hazardous waste material and packing material; manifests to be provided with every service. Jet Parts Washers &Brake Washer: • Clean., dispose and refill parts/brake washer with AQMD approved degreaser solution. • Parts/brake washers are located at the Equipment Maintenance garage and will be serviced on an as needed basis. • Cleaning services for the clarifier will be on a quarterly basis or as requested by Fleet Coordinator and/or administrative staff. • Oil filter drum needs to be removed and hauled to designated site that accepts oil filter drums. • Provide detailed information and Technical Specifications requirements on all equipment. 14 Items described are required waste items and expected to be handled and transported from 7 I:Icaldjm\AgreementsWC15.2016.doc Corporate Yard. • Fluorescent Tubes • Corn cob absorbent • Oil, absorbent rags • Drained oil filters • Oil absorbent socks and pads • Waste oil and parts washer degreaser solutions • Waste gas and diesel 8 I acaldj m\Agreements\HCI 5.2016.doc EXHIBIT "B" WORK-ERS' 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 CODIpensation 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 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). laffirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not ernploy any person in any manner such that I become sulject to the workers' compensation laws of California, However, at any time, if I ernploy 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. HCl Environ ntal &En guieering Services Date: FC By: -Zre,-g—o,-V. arker, PrL�i ent 9 1:1ca\qjin',,Agreenie nts\1 ICI 5.2016.doe Ali DATE(MMIPDNYW) V CERTIFICATE OF LIABILITY INSURANCE 05,1g,2fl16 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements), PRODUCER CONTACT Willis Insurance Services of California, Ina. NAME: C/o 26 Century Blvd PHONE FAX 1_877-945-7378 fAIC, No:1-888-467-2378 P.O. Box 305191 E-MAIL Nashville, TN 372305191 USA ADDRESS:certificates®willis.com INSURER(S)AFFORDING COVERAGE NAIC N INSURER A:Greenwich Insurance Company 22322 INSURED Hunter Consulting, Inc., ABA: RCI Environmental Services, IN$LrRERB:XL Specialty Insurance Company 37885 Inc' INSURER C:Indian Harbor Insurance Company 36940 114 Business Center Drive Corona, CA 92880 INSURER D:One Beacon America Insurance Company 20621 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER W1440662 REVISION NUMBER: THIS 15 TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER MIWODfYYYY MMIDDlYYYI' LIMITS LTR X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR PREMISES Ea occurrence) $ 100,000 A Y MED EXP(Any one person) $ 5,000 GECO03621904 11/30/2015 11/30/2016 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 2,000,000 POLICY PRO LOC PRODUCTS-COMP/OPAGG $ 2,000,000 X JECT OTHER: 1 1 $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ B ALL OWNED SCHEDULED Y AECO03621804 11/30/2015 11/30/2016 BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X H$REDAUTOS X AUTOS Peraocldenl $ acs-90 $ C X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 4,000,000 EXCESS LIAB CLAIMS-MADE UECO03622104 11/30/2015 11/30/2016 AGGREGATE $ 4,000,000 DED I X I RETENTION$i0 000 $ WORKERS COMPENSATION XPER TH- AND EMPLOYERS'LIABILITY STATUTE ER A YINANY PROPRIETORIPARTNEWEXECUTIVE E.L.EACH ACCIDENT $ 1,0001 000 OFPICEWMEMSEREXCLUDED? X NIA WECO03622304 11/30/2015 11/30/2016 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEd$ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ C ollution/Professianal Liab. PECO03622204 11/30/2015 11/30/2016 Per Occ/Agg $5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached](more space is required) Re: Operations of the Named insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Redlands AUTHORIZED REPRESENTATIVE Attn: oSanta Cra. 35 Cajonn Street, nSuite $4 edianda, CA 92373 O 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD SR ID:12110977 BATCH:Batch q: 226584 AGENCY CUSTOMER lD: LOC#: A�C.ORO ADDITIONAL REMARKS SCHEDULE Page 2 a 2 AGENCY NAMEDINSNRED Willis Insurance Services of California, Inc. Hunter Consulting, Inc., PBA: HCI Environmental. Services, Inc. POLICY NUMBER 114 Business Center Drive See Page 1 Corona, CA 92880 CARRIER NAIC COPE See Page 1 See Page 1 I EFFECTIVE DATE; See Page 1 ADDITIONAL.REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORMA, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance INSURER AFFORDING COVERAGE: One Beacon America Insurance Company NAICS: 20621 POLICY NUMBER: 710-03-05-21-0005 EFF DATE: 01/01/2016 EXP DATE: 01/01/2017 TYPE OF INSURANCE: LIMITS: Business Personal Property Limit $150,000 Deductible: $5,000 INSURER AFFORDING COVERAGE: One Beacon America Insurance Company NAICII: 20621 POLICY NUMBER: 710-03-05-21-0005 EFF DATE: 01/01/2016 EXP DATE: 01/01/2017 TYPE OF INSURANCE: LIMITS: Leased/Rented Equipment Per Item / $100,000 Occurrence $100,000 Deductible $1,000 City of Redlands is included as an Additional Insured as respects to General Liability and Auto Liability. ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are reistered marks of ACORD 12110977 s.Tch #: 226584 W1440662