HomeMy WebLinkAboutGECCo Inc; 2008-03-24;AGREEMENT FOR ASSISTANCE WITH
NPDES TRAINING PROGRAM SERVICES
(GECCo, Inc.)
AGREEMENT is made and entered into as of the O?"*/ _ day of
20 0X, by and between the CITY OF CARLSBAD, a municipal
corporation, ("City"), and GECCo, Inc., a consultant, ("Contractor").
RECITALS
City requires the professional services of an Environmental Consultant that is
experienced in NPDES training programs. Contractor has the necessary experience in providing
these professional services, has submitted a proposal to City and has affirmed its willingness
and ability to perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein, City and Contractor agree as follows:
1. Scope of Work. City retains Contractor to perform, and Contractor agrees to render,
those services (the "Services") that are defined in Exhibit "A", attached and incorporated by this
reference in accordance with the terms and conditions set forth in this Agreement.
2. Term. This Agreement will be effective for a period of one year from the date first above
written.
3. Compensation. The total fee payable for the Services to be performed will be
four thousand eight hundred fifty dollars ($4,850). No other compensation for the Services will be
allowed except for items covered by subsequent amendments to this Agreement. City reserves
the right to withhold a ten percent (10%) retention until City has accepted the work and/or the
Services specified in Exhibit "A."
4. Status of Contractor. Contractor will perform the Services as an independent contractor
and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor
will be under the control of City only as to the results to be accomplished.
5. Indemnification. Contractor agrees to indemnify and hold harmless the City and its
officers, officials, employees and volunteers from and against all claims, damages, losses and
expenses including attorneys fees arising out of the performance of the work described herein
caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts
any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that
this section will survive the expiration or early termination of this Agreement.
City Attorney Approved Version #11.28.06
6. Insurance. Contractor will obtain and maintain policies of commercial general liability
insurance, automobile liability insurance, a combined policy of workers' compensation,
employers liability insurance, and professional liability insurance from an insurance company
authorized to transact the business of insurance in the State of California which has a current
rating in the Best's Key Rating guide of at least A-:V in an amount of not less than five hundred
thousand dollars ($500,000) each, unless otherwise authorized and approved by the City
Attorney or the City Manager. Contractor will obtain occurrence coverage, excluding
Professional Liability, which will be written as claims-made coverage. The insurance will be in
force during the life of this Agreement and will not be canceled without thirty (30) days prior
written notice to the City by certified mail. City will be named as an additional insured on General
and Automobile liability. Contractor will furnish certificates of insurance to the Contract
Department, with endorsements to City prior to City's execution of this Agreement.
7. Conflict of Interest. City will evaluate Contractor's duties pursuant to this Agreement to
determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code
is required of Contractor or any of Contractor's employees, agents or subcontractors. Should it
be determined that disclosure is required, Contractor or Contractor's employees, agents, or
subcontractors will complete and file with the City Clerk those schedules specified by City and
contained in the Statement of Economic Interests Form 700.
8. Compliance With Laws. Contractor will comply with all applicable local, state and federal
laws and regulations prohibiting discrimination and harassment and will obtain and maintain a
City of Carlsbad Business License for the term of this Agreement.
9. Termination. City or Contractor may terminate this Agreement at any time after a
discussion, and written notice to the other party. City will pay Contractor's costs for services
delivered up to the time of termination, if the services have been delivered in accordance with
the Agreement.
10. Claims and Lawsuits. By signing this Agreement, Contractor agrees it may be subject to
civil penalties for the filing of false claims as set forth in the California False Claims Act,
Government Code sections 12650, et seq.. and Carlsbad Municipal Code Sections 3.32.025, et
seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the
City of Carlsbad to terminate this Agreement.
11. Venue and Jurisdiction. Contractor agrees and stipulates that the proper venue and
jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the
State Superior Court, San Diego County, California.
12. Assignment. Contractor may assign neither this Agreement nor any part of it, nor any
monies due or to become due under it, without the prior written consent of City.
13. Amendments. This Agreement may be amended by mutual consent of City and
Contractor. Any amendment will be in writing, signed by both parties, with a statement of
estimated changes in charges or time schedule.
City Attorney Approved Version #11.28.06
14. Authority. The individuals executing this Agreement and the instruments referenced in it
on behalf of Contractor each represent and warrant that they have the legal power, right and
actual authority to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
GECCo, Inc., a consultant
*By:
CITY OF CARLSBAD, a municipal
corporation of the State of California
l^igrffiere)
£U_,c-O*>ca,
City Manager or Mayor
ATTEST:
(sign here)
(print name/title)
(e-mail address)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
Corporation, Agreement must be signed by one corporate officer from each of the following two groups.
*Group A.
Chairman,
President, or
Vice-President
*Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
RONALD R. BALL, City Attorney
Deputy City Attoney
City Attorney Approved Version #11.28.06
EnvironmeoteJ Consufiing Company
RESOLUTION 07-001
WHEREAS Dr. Jennifer L. Kraus is the President of Global Environmental Consulting
Company, Inc. (DBA GECCo, Inc.), and is the sole shareholder of the company;
BE IT RESOLVED THAT, Dr. Jennifer L. Kraus hereby has the sole authority to execute
contracts and bind the corporation for any and all matters of business or otherwise.
June 18.2007
Jennifer L. Kraus, MPH, PhD Date
President, GECCo, Inc.
Amendment to Bylaws
Of
Global Environmental Consulting Company, Inc.
The Bylaws of Global Environmental Consulting Company, Inc. as executed on August
28,1997 are hereby amended as follows:
Under Article HI, Directors, Section 2, Number; "The authorized number of directors
shall be one" is hereby deleted and replaced with "The authorized number of directors
shall be two".
This amendment has been approved by 100 percent of the shareholders of Global
Environmental Consulting, Inc. as indicated by the signature below.
JennneTtrfaraus, President and Sole Shareholder ,-s Date*
Exhibit "A"
11502 Alborada Drive
San Diego, CA 92127
Vplobal Environ^enteiconsiSn^Company 858.674.9686/9697 teI/fax
February 11,2008
Elaine Lukey
Storm Water Program Manager
City of Carlsbad
163 5 Faraday Ave.
Carlsbad, CA 92008
RE: Revised Proposal for
Continued Assistance with NPDES Training Program
Dear Ms. Lukey:
GECCo, Inc. is pleased to provide this revised proposed scope of services to the
City of Carlsbad for environmental consulting services related to NPDES training
requirements. This proposal was initially prepared based upon your email request to me
dated January 22, 2008 and a follow-up phone conversation on January 28, 2008. It has
since been revised based upon your email dated February 8, 2008.
If the scope of services is agreeable, I understand a contract will be forwarded to
GECCo. The terms of said contract will be reviewed upon receipt of the contract. Please
feel free to contact me should you have any questions. I appreciate the opportunity to
assist you.
Sincerely,
Jennifer L. Kraus, MPH, PhD
President
GECCo Inc.
Page 2 of3
Proposed Scope of Services
Assistance with NPDES Training Program
1. This proposed scope of services ("SoS") is subject to that certain contract (the
"Contract") to be agreed upon between the City and GECCo, Inc. ("Consulting
Company"). The terms and provisions of the Contract are incorporated by reference into
this SoS and the Consulting Company agrees to be bound by all of the terms and
provisions of the Contract applicable to the Consulting Company.
2. Name of Consulting Company: GECCo, Inc.
3. Services and Scope of work: GECCo proposes to provide environmental
consulting services as they relate to NPDES training requirements. Specifically, GECCo
proposes to do the following:
A. Attend in-person meetings with 8 department managers to discuss training
materials used in their current storm water training program. It is assumed these
meetings will last up to 2 hours each.
B. Review current training content contained in the video library for applicability. A
copy of the video library in Excel format has already been provided to GECCo.
C. Prepare a summary document of current training materials used, with
recommendations for improvements.
D. Attend working meetings with the project team. It is assumed that three meetings
will be attended of 1 hour each. It is assumed these meetings will last up to 2
hours each.
E. Provide additional services on a time and materials basis as requested by the City
relating to the NPDES training program. These services could include, but not be
limited to, conducting training, assisting with content development, designing
Excel-based training tracking form templates, and/or assisting with LMS vendor
proposal review and vendor selection
4. Term: Consulting Company's services shall commence on February 1, 2008 and
will expire on February 1, 2009. While the City has requested the project be completed
by June 30, 2008, it is anticipated however, that the project may be completed by the end
of April 2008.
5. Payments:
1. (a) For the term of this Agreement, the City shall pay the Consulting Company a
fixed fee of $4,850 for items A through D in Section 3 above. A breakdown of
charges is presented below:
GECCo Inc.
Page 3 of3
Estimate Total
Labor
30hrs@$150/hour $4,500
Expenses (mileage, telecommunications) $ 350
Total S 4.850
(b) In no event shall the total amount of this SoS exceed $4,850 unless otherwise
mutually agreed upon in writing by the parties.
(c) Services provided relevant to item E in Section 3 above shall be billed on a time-
and-materials basis at a billing rate of $150/hour.
(d) Amounts due under this SoS will be payable within thirty (30) days of receipt of
an invoice from the Consulting Company detailing the time spent providing services
to the City and receipt of invoices for travel expenses.
6. Deliverables: Consulting Company will prepare a summary document of findings
and present these findings to City staff.
7. Other terms: None.
8. Terms of the Schedule that conflict with the Contract (if any): None.
WAIVER REQUEST FORM
FACTORS IN SUPPORT OF REQUEST TO MODIFY INSURANCE REQUIREMENT(S)
Generally, a modification to the coverage requirement will be accepting a lower limit of coverage or waiving the
requirement(s).
Requested by: 6iflift£ l^H^j
(Name and Department) Date
Proposed modification(s) to the I 'CtK&fttewti W '4? I )l *k requirement(s) for
(Type of insurance)' (Name of contract)
Reduce coverage to the amount of :
Waive coverage
Other:
FACTOR(S) IN SUPPORT OF MODIFICATION(S)
(check those that apply)
Significance of Contractor: Contractor has previous experience with the City that is important to the
iciency of completing the scope of work and the quality of the work-product, [explai
ff^ 4 ^livt/) ro i erf m -uxn WT fc K/ •fawfonm or
Insignificance of Contractor: Contractor has unique skills and there are few if any alternatives, [explain:
include number of candidates RFP sent to and number responded if applicable] \\\\^
j
UAArCA
[^Contract Amount/Term of Contract: $ _ . Work will be completed over a period of
[^Professional Liability coverage is not available to this contractor or would increase the cost of the contract by
$ [explain].
B^Other (e.g. explain why exposures are minimal, how exposures are covered in another policy, exposure
control mechanisms, and any other information pertinent to your request): iMftr- fri
16 Tfr bt r&J\M?o£l\ \ffv\ inn&v>tU
^ ^
Approved by Risk Manager for this contract only:
(Signature) (Date)
H:\WORD\Insurance\Admin Order #68 waiver modify insurance requirements.doc
CERTIFICATE OF EXEMPTION
WORKERS' COMPENSATION/EMPLOYERS' LIABILITY INSURANCE
I, Jennifer L. Kraus, am the owner of GECCO. INC. I hereby certify that GECCO. INC. has no
employees and is not required by law to maintain workers' compensation or employers' liability
insurance. Should GECCO, INC employ any person during the term of the Agreement with the City of
Carlsbad for ASSISTANCE WITH NPDES TRAINING PROGRAM SERVICES, then workers'
compensation and employers' liability insurance will be obtained.
JENNIFER L. KRAUS _
Name
Signature ^ — — Date
GECCO. INC
Owner of