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Contract No. 10880 (CCS)
CONTRACTUAL SERVICES AGREEMENT
This Contractual Services Agreement (“Contract”), entered into as of _________________(“Execution Date”), by and between the CITY OF SANTA MONICA, a municipal corporation (“City”), and Grace Environmental, LLC. (“CONTRACTOR”), is made with reference to the following:
RECITALS:
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. CONTRACTOR is qualified to do business, and is doing business, in the State of California. CONTRACTOR represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Contract.
C. The City and CONTRACTOR desire to enter into an agreement for the CONTRACTOR to provide contractual services to the City as set forth herein, upon the terms and conditions set forth below.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2020, unless sooner terminated in accordance with Section 14.
1.1 Option to Extend. The City, in its sole and complete discretion, shall have four additional options to extend this agreement for another one year period (“Extension Term”). Option year 1,2,3, and 4 are compensated at the same price, terms and Conditions, subject to budgetary approval by the City Council. The City may exercise its option by letter to the Contractor from its City Manager, and the exercise of the option shall automatically extend the term of this Agreement up through the extension period.
2. CONTRACTOR Services. CONTRACTOR will perform all of the services (“Services”) described in Exhibit A, Scope of Services. CONTRACTOR will complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3.1 Make available to CONTRACTOR any currently existing documents, data or information required for the performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
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3.3 Promptly examine and render findings on all documents submitted for staff review by CONTRACTOR.
4. Compensation. The City will compensate CONTRACTOR for the Services performed in an amount not to exceed $125,000 for fiscal year 2019/2020, as set forth in Exhibit B. Option years 1 through 4 will be compensated at the same terms, price, and conditions of the pervious year’s price for all areas or options. Total amount for the five years is not to exceed $625,000.
5. Invoices. CONTRACTOR will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.
6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
6.1 All notices, demands, requests or approvals to the City:
City of Santa Monica
Water Resources Division
2500 Michigan Ave, Bldg 1
Santa Monica, California 90404
Attention: Thomas Poon
Re: Contract No. 10880 (CCS)
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 10880 (CCS)
6.2 All notices, demands, requests or approvals to CONTRACTOR:
Grace Environmental Services, LLC.
2060 E Avenida de Los Arboles
PMB 327
Thousand Oaks, CA 91362-1361
Attention: Charles Grace
[email protected]
Re: Contract No. 10880 (CCS)
7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.
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Neither the City nor its officers or employees will have any control over the conduct of CONTRACTOR or any of CONTRACTOR’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.
This Agreement may be modified only by written agreement signed by City and CONTRACTOR, and approved as to form by the City Attorney.
9. Insurance. Prior to commencing work, CONTRACTOR must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by CONTRACTOR or CONTRACTOR’s agents, representatives, employees or subconsultants for the duration of this Agreement. CONTRACTOR must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
10. Defense and Indemnification.
10.1 CONTRACTOR agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the act, errors, and/or omissions of CONTRACTOR, or CONTRACTOR’s employees, agents, officers, and subconsultants. CONTRACTOR’s responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of CONTRACTOR, its employees, agents or officers, or subconsultants; provided, however, that CONTRACTOR’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding CONTRACTOR’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from CONTRACTOR, if City chooses to do so.
10.2 Enforcement Costs. CONTRACTOR agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
11. Prohibition Against Transfers.
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11.1 CONTRACTOR may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.
11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of CONTRACTOR or of any general partner or joint venturer or syndicate member of CONTRACTOR, if a partnership or joint venture or syndicate exists, which results in changing the control of CONTRACTOR, will be construed as an assignment of this Agreement.
Control means 50% or more of the voting power of the corporation.
12. Permits and Licenses. CONTRACTOR, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
14. Default and Termination.
14.1 If CONTRACTOR fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to CONTRACTOR.
14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to CONTRACTOR. Upon termination of this Agreement, City will pay CONTRACTOR any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. CONTRACTOR must comply with all laws of the State of California and the United States, and all ordinances, rules and regulations enacted or issued by City.
16. Discrimination. CONTRACTOR may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.
17. Nuisance. CONTRACTOR may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.
18. Records.
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18.1 CONTRACTOR must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. CONTRACTOR must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.
18.2 CONTRACTOR must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. CONTRACTOR must clearly identify all records and make them readily accessible to the City. At the City’s request, CONTRACTOR must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
18.3 CONTRACTOR must allow the City to have free access to CONTRACTOR’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit CONTRACTOR’s records, and CONTRACTOR agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by CONTRACTOR, CONTRACTOR agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.
19. Work Product; Reports.
19.1 Any work product prepared or caused to be prepared by CONTRACTOR or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by CONTRACTOR or any subconsultant pursuant to this Agreement may be made available to any individual or organization by CONTRACTOR without prior written approval by City.
19.2 At the City’s request, CONTRACTOR must furnish reports concerning the status of the Services.
20. Standard of Care. CONTRACTOR agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of CONTRACTOR’s profession currently practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 If CONTRACTOR proposes to have any subconsultant perform any part of the Services, CONTRACTOR must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.
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21.2 CONTRACTOR will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between CONTRACTOR and any subconsultant (or between any subconsultant and others) must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No. 10880 (CCS) entered into between the
City of Santa Monica and CONTRACTOR
on^^____________________.
22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
23. Venue and Jurisdiction. The City and CONTRACTOR agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement. ///
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25. Exhibits. The following exhibits are incorporated by reference into this Contract as though fully set forth herein.
Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
CONTRACTOR Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: FE69607F-AB7F-4CFE-82B0-69EC1FBA4CCD City Attorney
Lane Dilg
10/8/2019
10/10/2019
Charles Grace
President / CEO
Grace Environmental Services
10/18/2019
City Manager
Rick Cole
City Clerk
Denise Anderson-Warren
10/21/2019
Exhibit A
Scope of Work
Provide semi-annual and annual calibration services to instrumentation and electrical components at thirteen facilities and other various locations for the City of Santa Monica’s Water Resources Division.
Contractor will perform equipment installations, preventative maintenance and repairs as needed.
Components may include chemical controllers (Hach), flow meters (Emco, McCrometer, Sparling, Water Specialties, Yokogawa), level indicators (Miltronics), lighting controls, pressure transmitters (Foxboro, Rosemount and Siemens), pump controls, recorders, transducers (Esterline and Druck), valve controllers, and other items.
Contractor will also assist with tie-ins to the City’s Supervisory Control And Data Acquisition (SCADA) system.
Written reports shall be provided by the contractor detailing work performed (calibrations, repairs, etc.).
After hours, weekend and short-notice work may be required. Contractor must be able to respond onsite to Santa Monica or West Los Angeles within 24 hours of notification.
The City may opt to provide parts and components; otherwise the contractor will provide the parts and components.
The City may add or delete equipment, change frequency of service and add or delete site locations upon written notification to the vendor. Pricing will be adjusted accordingly.
Waste Materials Disposal – Contractor shall responsibly remove and properly dispose of any trash and other waste materials generated during this agreement in accordance with all applicable laws.
DocuSign Envelope ID: FE69607F-AB7F-4CFE-82B0-69EC1FBA4CCD Item Num Section Description
Grace
Environmental
Services - Line Total
1 Arcadia Arcadia Water Plant (101 items) - semi-annual service price for Period 1: $47,186.68 2 Arcadia Arcadia Water Plant (115 items) - annual service price for Period 1: $56,234.05 $103,420.73
3 Charnock Charnock Well Field (33 items) - semi-annual service price for Period 1: $16,460.14 4 Charnock Charnock Well Field (39 items) - annual service price for Period 1: $20,710.44 $37,170.58
5 Santa Monica Well 1 Santa Monica Well #1 (1 item) - semi-annual service price for Period 1: $621.38 6 Santa Monica Well 1 Santa Monica Well #1 (1 item) - annual service price for Period 1: $621.38 $1,242.76
7 Santa Monica Well 3 Santa Monica Well #3 (1 item) - semi-annual service price for Period 1: $621.38 8 Santa Monica Well 3 Santa Monica Well #3 (1 item) - annual service price for Period 1: $621.38 $1,242.76
9 Santa Monica Well 4 Santa Monica Well #4 (1 item) - semi-annual service price for Period 1: $621.38 10 Santa Monica Well 4 Santa Monica Well #4 (1 item) - annual service price for Period 1: $621.38 $1,242.76
11 Moss Moss Avenue Pump Station (2 items) - annual service price for Period 1: $1,242.77 $1,242.77
12 Pico Kenter Pico Kenter Outfall (1 item) - annual service price for Period 1: $621.38 $621.38
13 Santa Monica Urban
Runoff Santa Monica Urban Runoff Recycling Facility (3 items) - annual service price for Period 1: $1,690.15 $1,690.15
Pricing Hourly billable rate for regular weekday daytime work (as needed repairs, new equipment installations): $188.50 Pricing Hourly billable rate for overtime / after hours and Saturday work. Please define the days of the week and hours when this rate would apply in the Comments section (e.g. Mon-Fri 12AM-7AM and 5PM-midnight and Saturday hours). $282.75 Pricing Hourly billable rate for Sunday and holiday work: $377.00 Pricing Firm's minimum call-out charge: $1,377.50
Additional Pricing
Information
Percent discount off of manufacturer's price list for related repair items subject to this bid not listed above (such as service parts): __________ % to_________ % 0.00
Payment Terms Payment Terms (Enter payment discount terms; otherwise net thirty (30) days will apply. NET 30 Renewal Options
The City desires the right and option to extend any contract hereunder for additional one-year renewal periods from date of expiration at the same price, terms and conditions. For each subsequent renewal period listed below please indicate in the comment section which of the following apply (otherwise same price, terms and conditions offered will apply): 1) No renewal option offered. 2) Same price, terms and conditions offered. 3) _________% of increase of previous year's price for all areas or options. Increases greater than CPI will be subject to the "Escalation & De-Escalation of Bid Price" clause in the bid. Specify alternate terms and conditions if applicable. State in the comment section the percentage increase.
SAME PRICE,
TERMS, &
CONDITIONS
Total NTE: $625,000
Pricing includes all overhead and administration, complinace with prevailing wage/certified payroll submittal requirements (including hard copy submittals to the City's prevailing wage monitoring consultant), befenfits and profit.
Exhibit B
Budget
DocuSign Envelope ID: FE69607F-AB7F-4CFE-82B0-69EC1FBA4CCD 1 Exhibit C
Insurance Requirements
Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, employees or subcontractors.
Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Contractor has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).
4. Professional Liability: Insurance appropriate to the Contractor’s profession with limits of no less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate.
If the Contractor maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to the broader coverage or higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.
Other Insurance Provisions
1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Contractor including materials, parts, or equipment furnished in DocuSign Envelope ID: FE69607F-AB7F-4CFE-82B0-69EC1FBA4CCD 2 connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and CG 20 37). b. Primary Coverage: For any claims related to this Agreement, the Contractor’s insurance shall be primary coverage as least as broad as Insurance Services Office Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Contractor’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Contractor hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Contractor may acquire against the City of Santa Monica by virtue of payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.
The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all work performed by the Contractor, its employees, agents and subcontractors.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Contractor to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the name insured or the City of Santa Monica.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.
Verification of Coverage
Contractor shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by DocuSign Envelope ID: FE69607F-AB7F-4CFE-82B0-69EC1FBA4CCD 3 this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them.
The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.
Failure to Maintain Insurance Coverage
If Contractor, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Contractor resulting from said breach.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.
Footnotes
# 1: Workers’ Compensation insurance coverage is not required if the Contractor does not have employees. The Contractor must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.
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