PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made this day of , 2024, by the CITY OF GARDEN GROVE, a municipal corporation, ("CITY") and Synagro West, LLC, herein after referred to as “CONTRACTOR”.
RECITALS
The following recitals are a substantive part of this Agreement:
1. This Agreement is entered into pursuant to Garden Grove COUNCIL AUTHORIZATION, DATED _____________________.
2. CITY desires to utilize the services of CONTRACTOR to Provide SB 1383 Compost Procurement and Distribution Services for the City of Garden Grove per the Scope of Work in Attachment “A” and RFP S-1331.
3. CONTRACTOR is qualified by virtue of experience, training, education and expertise to accomplish services.
AGREEMENT
THE PARTIES MUTUALLY AGREE AS FOLLOWS:
1. Term and Termination. The initial term of the agreement shall be from full execution of the agreement through December 31, 2024, with the option to extend the contract for two additional calendar years through December 31, 2026. This agreement may be terminated by the CITY without cause. In such event, the CITY will compensate CONTRACTOR for work performed to date in accordance with Proposal Pricing form (Attachment “B”). Contractor is required to present evidence to support performed work completion.
2. Services to be Provided. The services to be performed by CONTRACTOR shall consist of tasks as set forth in the Scope of Work which is attached as Attachment “A”, and the Contractor’s proposal which is attached as Attachment “C”, both attachments are incorporated herein by reference. The Scope of Work and this Agreement do not guarantee any specific amount of work.
3. Compensation. CONTRACTOR shall be compensated as follows:
3.1 AMOUNT. Total Compensation for the initial term of the agreement shall not exceed (NTE) amount of $67,599.00, through December 31, 2024, payable in arrears and in accordance with the Proposal Pricing/Best and Final Offer, Attachment “B”. All work shall be in accordance with RFP No. S-1331. The contract may be renewed at the option of the City for the following periods and amounts:
o January 1, 2025-December 31, 2025, in the amount of
$114,513.75
o January 1, 2026-December 31, 2026, in the amount of
$119,179.12.
3.2 Payment. For work under this Agreement, payment shall be made per invoice for work completed. Within 45 day of delivery of goods or completion of performance of services, CONTRACTOR must promptly render an invoice to CITY or payment may be significantly delayed. For extra work not a part of this Agreement, a written authorization by CITY will be required, and payment shall be based on schedule included in Proposal Pricing (Attachment “B”).
3.3 Records of Expenses. CONTRACTOR shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to CITY.
3.4 Termination. CITY shall have the right to terminate this agreement, without cause, by giving thirty (30) days written notice of termination. If the Agreement is terminated by CITY, then the provisions of paragraph 3 would apply to that portion of the work completed.
Section 4.0. INSURANCE REQUIREMENTS
4.1 COMMENCEMENT OF WORK. CONTRACTOR shall not commence work under this Agreement until all certificates and endorsements have been received and approved by the CITY. All insurance required by this Agreement shall contain a Statement of Obligation on the part of the carrier to notify the CITY of any material change, cancellation, or termination at least thirty (30) days in advance and provide a Waiver of Subrogation in favor of the City.
4.2 WORKERS COMPENSATION INSURANCE. During the duration of this Agreement, CONTRACTOR and all subcontractors shall maintain Workers Compensation Insurance in the amount and type required by law, if applicable.
4.3 INSURANCE AMOUNTS. CONTRACTOR shall maintain the following insurance for the duration of this Agreement:
(a) Commercial general liability in an amount of
$1,000,000.00 per occurrence (claims made and
modified occurrence policies are not
acceptable); Insurance companies must be
acceptable to CITY and have a Best’s Guide Rating of
A-, Class VII or better, as approved by the CITY.
(b) Automobile liability in an amount of $1,000,000.00
combined single limit, and including auto pollution
liability and MCS-90 endorsement. (claims made
and modified occurrence policies are not
acceptable); Insurance companies must be
acceptable to CITY and have a Best’s Guide Rating of
A-, Class VII or better, as approved by the CITY.
An On-Going and Completed Operations Additional Insured Endorsement for the policy under section 4.3 (a) and 4.3 (c) shall designate CITY, it’s officers, officials, employees, agents, and volunteers as additional insureds for liability arising out of work or operations performed by or on behalf of the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to CITY’s requirements, as approved by the CITY.
An Additional Insured Endorsement for the policy under section 4.3 (b) shall designate CITY, it’s officers, officials, employees, agents, and volunteers as additional insureds for automobiles, owned, leased, hired, or borrowed by the CONTRACTOR. CONTRACTOR shall provide to CITY proof of insurance and endorsement forms that conform to CITY’s requirements, as approved by the CITY.
For any claims related to this Agreement, CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, its officers, officials, employees, agents, and volunteers. Any insurance or self- insurance maintained by the CITY, its officers, officials, employees, agents, and volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.
If CONTRACTOR maintains higher insurance limits than the minimums shown above, CONTRACTOR shall provide coverage for the higher insurance limits otherwise maintained by the CONTRACTOR.
5. Non-Liability of Officials and Employees of the CITY. No official or employee of CITY shall be personally liable to CONTRACTOR in the event of any default or breach by CITY, or for any amount which may become due to CONTRACTOR.
6. Non-Discrimination. CONTRACTOR covenants there shall be no discrimination against any person or group due to race, color, creed, religion, sex, marital status, age, handicap, national origin, or ancestry, in any activity pursuant to this Agreement.
7. Independent Contractor. It is agreed to that CONTRACTOR shall act and be an independent contractor and not an agent or employee of the CITY, and shall obtain no rights to any benefits which accrue to CITY'S employees.
8. Compliance with Law. CONTRACTOR shall comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local government.
CONTRACTOR shall comply with, and shall be responsible for causing all contractors and subcontractors performing any of the work pursuant to this Agreement to comply with, all applicable federal and state labor standards, including, to the extent applicable, the prevailing wage requirements promulgated by the Director of Industrial Relations of the State of California Department of Labor. The City makes no warranty or representation concerning whether any of the work performed pursuant to this Agreement constitutes public works subject to the prevailing wage requirements.
9. Notices. All notices shall be personally delivered or mailed to the below listed address, or to such other addresses as may be designated by written notice.
These addresses shall be used for delivery of service of process.
a. (Contractor)
Synagro West, LLC
Attention: Emil Kneis, Sales Support Manager
435 Williams Court, Suite 100
Baltimore, Maryland 21220
b. (Address of CITY) (with a copy to):
City of Garden Grove Garden Grove City Attorney
11222 Acacia Parkway 11222 Acacia Parkway
Garden Grove, CA 92840 Garden Grove, CA 92840
10. CONTRACTOR'S PROPOSAL. This Agreement shall include CONTRACTOR'S proposal or bid which shall be incorporated herein by reference. In the event of any inconsistency between the terms of the proposal and this Agreement, this Agreement shall govern.
11. Licenses, Permits, and Fees. At its sole expense, CONTRACTOR shall obtain a Garden Grove Business License, all permits, and licenses as may be required by this Agreement.
12. Familiarity with Work. By executing this Agreement, CONTRACTOR warrants that: (1) it has investigated the work to be performed; (2) it has investigated the site of the work and is aware of all conditions there; and (3) it understands the facilities, difficulties, and restrictions of the work under this Agreement.
Should Contractor discover any latent or unknown conditions materially differing from those inherent in the work or as represented by CITY, it shall immediately inform CITY of this and shall not proceed, except at CONTRACTOR'S risk, until written instructions are received from CITY.
13. Time of Essence. Time is of the essence in the performance of this Agreement.
14. Liquidated Damages for Delay. CONTRACTOR agrees to complete the project within 90 calendar days of award of the contract or obtaining all equipment listed in Attachment B that is needed to complete the project. The parties agree that if the total work called for under this Contract, in all parts and requirements, is not completed within the time specified, the CITY will sustain damage which would be extremely difficult and impractical to ascertain. The parties therefore agree that CONTRACTOR will pay to CITY the sum of two hundred and fifty dollars ($250.00) per day for each and every calendar day during which completion of the Project is so delayed. CONTRACTOR agrees to pay such liquidated damages and further agrees that CITY may offset the amount of liquidated damages from any moneys due or that may become due CONTRACTOR under the Contract.
15. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability, and reputation of CONTRACTOR, its principals and employees were a substantial inducement for CITY to enter into this Agreement.
CONTRACTOR shall not contract with any other entity to perform the services required without written approval of the CITY. This Agreement may not be assigned voluntarily or by operation of law, without the prior written approval of CITY. If CONTRACTOR is permitted to subcontract any part of this Agreement, CONTRACTOR shall be responsible to CITY for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationship between any subcontractor and CITY. All persons engaged in the work will be considered employees of CONTRACTOR. CITY will deal directly with and will make all payments to CONTRACTOR.
16. Authority to Execute. The persons executing this Agreement on behalf of the parties warrant that they are duly authorized to execute this Agreement and that by executing this Agreement, the parties are formally bound.
17. Indemnification. CONTRACTOR agrees to protect, defend, and hold harmless CITY and its elective or appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damage to property, or interference with use of property, arising out of, or in any way connected with performance of the Agreement by CONTRACTOR, CONTRACTOR'S agents, officers, employees, subcontractors, or independent contractors hired by CONTRACTOR. The only exception to CONTRACTOR'S responsibility to protect, defend, and hold harmless CITY, is due to the sole negligence of CITY, or any of its elective or appointive boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by CONTRACTOR.
18. Appropriations. This Agreement is subject to and contingent upon funds being appropriated therefor by the Garden Grove City Council for each fiscal year covered by the term of this Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to the CITY.
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(Agreement Signature Block on Next Page)
IN WITNESS THEREOF, these parties have executed this Agreement on the day and year shown below.
Date: _____________ "CITY"
CITY OF GARDEN GROVE
By: ___________________________
City Manager
ATTESTED:
____________________________
City Clerk
Date: _______________________
"CONTRACTOR"
Synagro West, LLC
By: ___________________________
Name:__________________________
Title:___________________________
Date: __________________________
Tax ID No. ______________________
If CONTRACTOR is a corporation, a
Corporate Resolution and/or Corporate
Seal is required. If a partnership,
Statement of Partnership must be
submitted to CITY.
APPROVED AS TO FORM:
____________________________
Garden Grove City Attorney
_____________________
ATTACHMENT “A”
SCOPE OF WORK
RFP S-1331
Provide SB 1383 Compost Procurement and Distribution Services for the City of Garden Grove
The City of Garden Grove is seeking proposals from experienced and qualified contractor(s) to assist in the procurement and distribution of compost per SB 1383 requirements.
Per Senate Bill 1383, and as specified in California Code of Regulations, Title 14, section 18993, City of Garden Grove wishes to procure and provide 4,800 tons of SB 1383 Compliant Compost to agriculture.
To be SB 1383 compliant, the compost must meet the following:
o Compost, subject to any applicable limitations of Public Contract Code Section 22150, that is produced at:
A compostable material handling operation or facility permitted or authorized under Chapter 3.1 of this division; or
A large volume in-vessel digestion facility as defined and permitted under Chapter 3.2 of this division that composts on- site. [NOTE: Digestate, as defined in Section 18982(a)(16.5), is a distinct material from compost and is thus not a recovered organic waste product eligible for use in complying with this Article.]
Selected Contractor must:
o Provide written documentation that the compost meets the guidelines provided above and the facility name, physical location, SWIS Facility Number and contact information where the compost was procured from.
o Make arrangements with California based agricultural businesses to sign a direct service provider agreement (DSP) with the City and accept 4,800 tons of SB 1383 compliant compost as supplied by the City of Garden Grove. The DSP agreement must be executed before any compost can be delivered
o Make arrangements for the purchase and transportation of 4,800 tons of SB 1383 compliant compost to agricultural businesses for calendar year 2024. The City is also requesting pricing for calendar years 2025 and 2026 for an estimated compost tonnage of 7,800 for each calendar year. Pricing for all three years must be included in Attachment “B” Proposal Pricing. Partial proposals will not be accepted. Calendar years 2025 and 2026 will be optional at the option of the City and available budget. If there are any additional costs associated with the services, please include those costs along with an explanation of the additional costs
o Deliver compliant compost to the end user.
o Provide written documentation to confirm the dates that the compost was delivered, amount delivered, where it was delivered to, and how it was used.