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HomeMy WebLinkAboutSolana Center for Environmental Innovation; 2013-12-02; UTIL1051UT1L1051 AGREEMENT FOR RESIDENTIAL COMPOST BIN PROGRAM SERVICES (SOLANA CENTER FOR ENVIRONMENTAL INNOVATION) >THIS AGREEMENT is made and entered into as of the j^yy^/C> day of " ^ f/^i^f 2013 by and between the CITY OF CARLSBAD a municipal corporation ("City") and SOLANA CENTER FOR ENVIRONMENTAL INNOVATION a California corporation ("Contractor") RECITALS A City requires the professional services of an environmental services business that IS expenenced in composting and the operation of a residential compost program B Contractor has the necessary experience in providing professional services and advice related to compost bin sales education and the operation of a residential compost program C Contractor 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 OFWORK City retains Contractor to perform and Contractor agrees to render those services (the Services ) that are defined in attached Exhibit "A' which is incorporated by this reference in accordance with this Agreement s terms and conditions 2 STANDARD OF PERFORMANCE While performing the Services Contractor will exercise the reasonable professional care and skill customanly exercised by reputable members of Contractors profession practicing in the Metropolitan Southern California Area and will use reasonable diligence and best judgment while exercising its professional skill and expertise 3 TERM The term ofthis Agreement will be effective for a penod of one (1) year from the date first above written The City Manager may amend the Agreement to extend it for three (3) additional one (1) year penods or parts thereof in an amount not to exceed twenty nine thousand nine hundred fifty dollars ($29 950) per Agreement year Extensions will be based upon a satisfactory review of Contractor's performance City needs and appropriation of funds by the City Council The parties will prepare a written amendment indicating the effective date and length ofthe extended Agreement 4 TIME IS OF THE ESSENCE Time IS of the essence for each and every provision of this Agreement 5 COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be twenty nine thousand nine hundred fifty dollars ($29 950) No other compensation for the Sen/ices will be allowed except for items covered by subsequent amendments to this Agreement The City reserves the nght to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit A Incremental payments if applicable should be made as outlined in attached Exhibit "A" City Attorney Approved Version 1/30/13 6 STATUS OF CONTRACTOR Contractor will perform the Services in Contractor s own way as an independent contractor and in pursuit of Contractors independent calling and not as an employee of City Contractor will be under control of City only as to the result to be accomplished but will consult with City as necessary The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled City will not make any federal or state tax withholdings on behalf of Contractor or its agents employees or subcontractors City will not be required to pay any workers compensation insurance or unemployment contnbutions on behalf of Contractor or its employees or subcontractors Contractor agrees to indemnify City within thirty (30) days for any tax retirement contribution social secunty overtime payment unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent employee or subcontractor of Contractor for work done under this Agreement At the City s election City may deduct the indemnification amount from any balance owing to Contractor 7 SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior wntten approval of City If Contractor subcontracts any of the Services Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor as Contractor is for the acts and omissions of persons directly employed by Contractor Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City Contractor will be responsible for payment of subcontractors Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City 8 OTHER CONTRACTORS The City reserves the nght to em ploy other Contractors in co nnection with the Services 9 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 ansing out of the performance of the work descnbed 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 Citys self-admmistered 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 10 INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments insurance against claims for injuries to persons or damage to property which may ansa out of or in connection with performance of the services by Contractor or Contractors agents representatives employees or subcontractors The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California The insurance earner is required to have a current Bests Key Rating of not less than A-VII OR City Attorney Approved Version 1/30/13 with a surplus line insurer on the State of California s List of Eligible Surplus Line Insurers (LESLI) With a rating in the latest Best s Key Rating Guide of at least A X 10 1 Coverages and Limits Contractor will maintain the types of coverages and minimum limits indicated below unless Risk Manager or City Manager approves a lower amount These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement City its officers agents and employees make no representation that the limits of the insurance specified to be carned by Contractor pursuant to this Agreement are adequate to protect Contractor If Contractor believes that any required insurance coverage is inadequate Contractor will obtain such additional insurance coverage as Contractor deems adequate at Contractor's sole expense 10 11 Commercial General Liability Insurance $1 000 000 combined single-limit per occurrence for bodily injury personal injury and property damage If the submitted policies contain aggregate limits general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit 10 12 Automobile Liability (if the use of an automobile is involved for Contractor's work for City) $1 000 000 combined single-limit per accident for bodily injury and property damage 10 13 Workers' Compensation and Employer's Liability Workers' Compensation limits as required by the California Labor Code Workers' Compensation will not be required if Contractor has no em ployees and provides to City's satisfaction a declaration stating this 10 14 Professional Liability Errors and omissions liability appropnate to Contractors profession with limits of not less than $1 000 000 per claim Coverage must be maintained for a penod of five years following the date of completion of the work Q If box IS checked Professional Liability City s Initials Contractor s Initials Insurance requirement is waived 10 2 Additional Provisions Contractor will ensure thatthe policies of insurance required under this Agreement contain or are endorsed to conta in the following provisions 10 2 1 The City will be named as an additional insured on Commercial General Liability which shall provide pnmary coverage to the City Liability 10 2 2 Contractor will obtain occurrence coverage excluding Professional ' which will be written as claims-made coverage 10 2 3 This insurance will be in force dunng the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions ofthis Agreement 10 3 Providing Certificates of Insurance and Endorsements Pnor to City's execution of this Agreement Contractor will furnish certificates of insurance and endorsements to City 10 4 Failure to Maintain Coverage If Contractor fails to maintain any of these insurance coverages then City will have the option to declare Contractor in breach or may purchase replacement insurance or pay the premiums that are due on existing policies in order to City Attorney Approved Version 1/30/13 maintain the required coverages Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement 10 5 Submission of Insurance Policies City reserves the nght to require at anytime complete and certified copies of any or all required insurance policies and endorsements 11 BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement as may be amended from time-to-time 12 ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement All records will be clearly identifiable Contractor will allow a representative of City dunng normal business hours to examine audit and make transcnpts or copies of records and any other documents created pursuant to this Agreement Contractor will allow mspection of all work data documents proceedings and activities related to the Agreement for a penod of three (3) years from the date of final payment under this Agreement 13 OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents employees and subcontractors pursuant to this Agreement is the property of City In the event this Agreement is terminated all work product produced by Contractor or its agents employees and subcontractors pursuant to this Agreement will be delivered at once to City Contractor will have the nght to make one (1) copy of the work product for Contractor s records 14 COPYRIGHTS Contractor agrees that all copynghts that arise from the services will be vested in City and Contractor relinquishes all claim s to the copyrights in favor of City 15 NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement For City For Contractor Name Wendy Chambers Name Lisa Ruder Title Assistant Utilities Director Title Program Manager Department Public Works Address 137 N El Camino Real City of Carlsbad Encmitas CA 92024 Address 5950 El Camino Real Phone No 760-436-7986x211 Carlsbad CA 92008 Email lisa(gsolanacenter org Phone No 760-438-2722 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address City Attorney Approved Version 1/30/13 16 CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code The Contractor shall report investments or interests in all four categones 17 GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal state and local laws and ordinances and regulations which in any manner affect those employed by Contractor or in any way affect the performance of the Services by Contractor Contractor will at all times observe and comply with these laws ordinances and regulations and will be responsible for the compliance of Contractor's services with all applicable laws ordinances and regulations Contractor will be aware ofthe requirements ofthe Immigration Reform and Control Act of 1986 and will comply with those requirements including but not limited to verifying the eligibility for employment of all agents employees subcontractors and consultants whose services are required by this Agreement 18 DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local state and federal laws and regulations prohibiting discnmination and harassment 19 DISPUTE RESOLUTION If a dispute should anse regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties Representatives of Contractor or City will reduce such questions and their respective views to wnting A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution which would be of benefit to both parties The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days If the resolution thus obtained is unsatisfactory to the aggneved party a letter outlining the disputes will be fonwarded to the City Manager The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem In such cases the action of the City Manager will be binding upon the parties involved although nothing in this procedure will prohibit the parties from seeking remedies available to them at law 20 TERMINATION In the event of the Contractors failure to prosecute deliver or perform the Services City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement City may terminate this Agreement upon wntten notice to Contractor Upon notification of termination Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement City Will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed Based upon that finding City will determine the final payment ofthe Agreement Either party upon tendenng thirty (30) days wntten notice to the other party may terminate this Agreement In this event and upon request of City Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City Contractor will be paid for work performed to the termination date however the total will not exceed the lump sum fee City Attorney Approved Version 1/30/13 payable under this Agreement City will make the final determination as to the portions of tasks completed and the compensation to be made 21 COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person other than a bona fide employee working for Contractor to solicit or secure this Agreement and that Contractor has not paid or agreed to pay any company or person other than a bona fide employee any fee commission percentage brokerage fee gift or any other consideration contingent upon or resulting from the award or making of this Agreement For breach or violation of this warranty City will have the nght to annul this Agreement without liability or in its discretion to deduct from the Agreement pnce or consideration or otherwise recover the full amount of the fee commission percentage brokerage fees gift or contingent fee 22 CLAIMS AND LAWSUITS By signing this Agreement Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation Contractor acknowledges that if a false claim IS submitted to City it may be considered fraud and Contractor may be subject to cnminal prosecution Contractor acknowledges that California Govemment Code sections 12650 et seg the False Claims Act applies to this Agreement and provides for civil penalties where a person knowingly submits a false claim to a public entity These provisions include false claims made with deliberate ignorance ofthe false information or in reckless disregard ofthe truth or falsity of information If City seeks to recover penalties pursuant to the False Claims Act it is entitled to recover its litigation costs including attorney's fees Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a penod of up to five (5) years Contractor acknowledges debarment by another junsdiction IS grounds for City to terminate this Agreement 23 JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a nght or rights provided for by this Agreement will be tried in a court of competent junsdiction in the County of San Diego State of California and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county 24 SUCCESSORS AND ASSIGNS It IS mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City which shall not be unreasonably withheld 25 ENTIRE AGREEMENT This Agreement together with any other wntten document referred to or contemplated by it along with the purchase order for this Agreement and its provisions embody the entire Agreement and understanding between the parties relating to the subject matter of it In case of conflict the terms of the Agreement supersede the purchase order Neither this Agreement nor any of its provisions may be amended modified waived or discharged except in a wnting signed by both parties City Attorney Approved Version 1/30/13 26 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 nght and actual authority to bind Contractor to the term s and conditions of this Agreement CONTRACTOR SOLANA CENTER FOR ENVIRONMENTAL INNOVATION a California corporation By (sign here) O'Sec , Score' (t jrint name/title) CITY OF CARLSBAD a municipal corporation ofthe State of California f-ef Division Director as authorized by the City Manager By (sign here) (print name/title) If required by City proper notanal 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 CELIA A BREWER City Attorney BY _ Assistant feity Attorne' City Attorney Approved Version 1/30/13 EXHIBIT "A" SCOPE OF SERVICES Contractor Obligations 1) Yard Waste Bin Sales Carlsbad residents can purchase yard waste compost bins at a subsidized pnce of $40 each The City of Carlsbad will pay the remaining pnce of the bin with a maximum subsidy of $50 per bin The initial total bin pnce will be $70 02 per bin and bins will always be based on the Contractors cost to purchase bins including shipping and handling where applicable Each bin will include a home composting guidebook and assembly instructions 2) Vermicomposter Bin Sales Carlsbad residents can purchase yard waste compost bins at a subsidized pnce of $40 each The City of Carlsbad will pay the remaining pnce of the bin with a maximum subsidy of $50 per bin The initial total bin pnce will be $67 25 per bin and bins will always be based on the Contractors cost to purchase bins including shipping and handling where applicable Each bin will include a home composting guidebook and assembly instructions 3) Marketing, Outreach and Advertising Contractor will promote bin sales and provide composting information for Carlsbad residents A On the Solana Center website online newsletter and blog on an ongoing basis B On Rotline C With fliers at free local workshops such as the Quail Botanical Gardens in Encmitas and the San D lego Zoo Otto Entrance D At community events E At compost workshops F At master composter training courses G At the Solana Center office 4) Bin Sales and Management Contractor will manage all bin sales for Carlsbad residents This item includes costs associated with managing bin sales including staff time for individual sales and costs associated with the purchase and inventory of bins • Program Management Item includes communications and actions required as part of the work associated with the contract but not related specifically to other tasks This item includes communicating and meeting with the contract administrator • Invoicing and Reporting This Item includes all invoicing and reporting activities to the Contract Administrator The Contract Administrator resen/es the right to request invoices and reports in a manner more appropnate for overseeing the program Reporting on the following will be provided with the monthly invoice to the City City Attorney Approved Version 1/30/13 A Total number of bins sold B Type of bins sold C Gross price of bins sold and total D Pnce of bins sold to customer and total E Difference in C and D and total F Name address and telephone number of resident purchasing bin(s) G All updates on scope of work including inventory 5) Compost Workshops Contractor will provide a two hour interactive workshop for Carlsbad residents to learn about the basics of backyard composting The workshop will include demonstrations and industry standard instructions and will be held at a location within Carlsbad and requires the approval of the Contract Administrator 6) Master Composter Course Contractor will provide a five week master composter course for Carlsbad residents The course will include building composting bins with yard waste and vermicomposting Contractor will provide details on composting hands on opportunities guest speakers With relevant information best management practices and other pertinent information Graduates from the course shall receive a certificate upon completion of 30 hours of composting volunteer work • Public Education Presentation Contractor will provide an animated age appropriate presentation at the City library that includes information relating to composting The presentation will include a vermicomposter bin large stuffed animal (worm) and story Cost Matnx Item No Descnption Estimated Quantity Unit Pnce City Cost Per Unit (total cost minus $40) Total Cost to City 1 Yard Waste Bins -Estimates Cost per Bin 120 $70 02 $30 02 $3 602 40 2 Vermicomposter Bins -Estimates Cost per Bin 120 $67 25 $27 25 $3 270 00 3 Marketing Outreach and Advertising Ongoing $5 437 00 4 Bin sales and Management Ongoing $5 540 60 Program Management Ongoing $1 500 00 Invoicing and Reporting Ongoing $1 500 00 5 Compost workshops 1 $1 078 00 $1 300 00 6 Master Composter Course 1 $7 000 00 Public Education Presentation 1 $800 00 $800 00 Total $29,950 00 City Attorney Approved Version 1/30/13