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HomeMy WebLinkAboutDakeno, Inc.-2010-14 Y PROFESSIONAL CONTRACTOR SERVICES AGREEMENT Company: DAKENO, INC. CSLB #250091 Address: 6021 Tarragona Drive, Riverside, CA 92509 Building Demolition and Lot Clearing Job Site: 12559 Michigan Street, Grand Terrace THIS PROFESSIONAL CONTRACTOR SERVICES AGREEMENT ("Agreement")is made and entered into this 24th day of May 2010, ("Effective Date") by and between the REDEVELOPMENT AGENCY of the City of Grand Terrace("Agency"), a public entity, and DAKENO, INC., ("Contractor"). 1. Scope of Services. Agency agrees to retain and does hereby retain Contractor and Contractor agrees to provide the services more particularly described in Exhibit"A", "Scope of Services, Project Schedule, and Fees",attached hereto and incorporated herein by reference, in conjunction with Building Demolition and Lot Clearing at 12559 Michigan Street, Grand Terrace, CA ("Project"). 2. Term. This Agreement shall be effective on the date first written above unless otherwise provided in Exhibit"A"and the Agreement shall remain in effect until July 12, 2010, unless otherwise terminated pursuant to the provisions herein. 3. Compensation/Payment. Contractor shall perform the Services under this Agreement for the total sum not to exceed four thousand nine hundred ninety dollars ($4,990.00) payable in accordance with the terms set forth in Exhibit"A". Said payment shall be made in accordance with Agency's usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered to Agency at the address set forth in Section 4 hereof. 4. Notices. Any notices required to be given hereunder shall be in writing and shall be personally served or given by mail. Any notice given by mail shall be deemed given when deposited in the United States Mail, certified and postage prepaid,addressed to the party to be served as follows: To Agency: To Contractor: City of Grand Terrace Dakeno, Inc. Attn: Jeanne Ruvolo Attn: Marcia Miller 22795 Barton Road 6021 Tarragona Drive Grand Terrace, California 92313 Riverside, CA 92509 5. Prevailing Wage. Contractor and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code and implemented the City Council of the City of Grand Terrace. The Director's determination is on file and open to inspection in the office of the City Clerk and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein. 6. Contract Administration. A designee of the Agency will be appointed to administer this Agreement on behalf of the Agency and shall be referred to herein as Contract Administrator. 7. Standard of Performance. While performing the Services, Contractor shall exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and shall use reasonable diligence and best judgment while exercising its professional skill and expertise. 8. Personnel. Contractor shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. Contractor recognizes that the qualifications and experience of the personnel to be used are vital to professional and timely completion of the Services. The key personnel listed in Exhibit"B" attached hereto and incorporated herein by this reference and assigned to perform portions of the Services shall remain assigned through completion of the Services, unless otherwise mutually agreed by the parties in writing, or caused by hardship or resignation in which case substitutes shall be subject to Agency approval. 9. Assignment and Subcontracting. Neither party shall transfer any right, interest, or obligation in or under this Agreement to any other entity without prior written consent of the other party. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a writing satisfactory to the parties. Contractor shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible Agency's Contract Administrator. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 12. Contractor acknowledges that any transfer of rights may require City Manager and/or City Council approval. 10. Independent Contractor. In the performance of this Agreement, Contractor, and Contractor's employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the City of Grand Terrace. Contractor acknowledges and agrees that Agency has no obligation to pay or withhold state or federal taxes or to provide workers' compensation or unemployment insurance to Contractor, or to Contractor's employees, subcontractors and agents. Contractor, as an independent contractor, shall be responsible for any and all taxes that apply to Contractor as an employer. Indemnification. 11.1 Indemnity. Except as to the sole negligence or willful misconduct of the Agency, Contractor shall defend, indemnify and hold the Agency, City of Grand Terrace, and its officers, employees and agents, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorneys' fees,which arises out of or is in any way connected with the performance of work under this Agreement by Contractor or any of the Contractor's employees, agents or subcontractors and from all claims by Contractor's employees, subcontractors and agents for compensation for services rendered to Contractor in the performance of this Agreement, notwithstanding that the Agency and/or Agency may have benefited from their services. This indemnification provision shall apply to any acts or omissions, willful misconduct or negligent conduct,whether active or passive, on the part of Contractor or of Contractor's employees, subcontractors or agents. 11.2 Attorney's Fees. The parties expressly agree that any payment,attorneys' fees, costs or expense that the Agency incurs or makes to or on behalf of an injured employee under the Agency's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this Section, and that this Section shall survive the expiration or early termination of the Agreement. 12. Insurance. 12.1 General Provisions. Prior to the Agency's execution of this Agreement, Contractor shall provide satisfactory evidence of, and shall thereafter maintain during the term of this Agreement, such insurance policies and coverages in the types, limits, forms and ratings required herein.The rating and required insurance policies and coverages may be modified in writing by the Agency's Risk Manager or City Attorney,or a designee, unless such modification is prohibited by law. 12.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Contractor's indemnification obligations under Section 11 hereof. 12.1.2 Ratings. Any insurance policy or coverage provided by Contractor or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder's rating of B+or higher and a Financial Class of VII or higher. 12.1.3 Cancellation. The policies shall not be canceled unless thirty (30)days prior written notification of intended cancellation has been given to Agency by certified or registered mail, postage prepaid. 12.1.4 Adequacy. The Agency, its officers,employees and agents make no representation that the types or limits of insurance specified to be carried 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. 12.2 Workers' Compensation Insurance: By executing this Agreement, Contractor certifies that Contractor is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation, or to undertake self-insurance before commencing any of the work. Contractor shall carry the insurance or provide for self-insurance required by California law to protect said Contractor from claims under the Workers' Compensation Act. Prior to Agency's execution of this Agreement, Contractor shall file with Agency either(1) a certificate of insurance showing that such insurance is in effect,or that Contractor is self- insured for such coverage, or(2) a certified statement that Contractor has no employees, and acknowledging that if Contractor does employ any person, the necessary certificate of insurance will immediately be filed with Agency. Any certificate filed with Agency shall provide that Agency will be given ten(10) days prior written notice before modification or cancellation thereof. 12.3 Commercial General Liability and Automobile Insurance. Prior to Agency's execution of this Agreement, Contractor shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance and automobile liability insurance as required to insure Contractor against damages for personal injury, including accidental death, as well as from claims for property damage,which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Contractor. The Agency, and its officers, employees and agents. shall be named as additional insureds under the Contractor's insurance policies. 12.3.1 Contractor's commercial general liability insurance policy shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-completed operations liability, independent Contractor's liability, personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence and a general aggregate limit in the amount of not less than$2,000,000. 12.3.2 Contractor's automobile liability policy shall cover both bodily injury and property damage in an amount not less than $500,000 per occurrence and an aggregate limit of not less than $1,000,000. All of Contractor's automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Contractor's performance of this Agreement, which vehicles shall include, but are not limited to, Contractor owned vehicles, Contractor leased vehicles, Contractor's employee vehicles, non-Contractor owned vehicles and hired vehicles. 12.3.3 Prior to Agency's execution of this Agreement,copies of insurance policies or original certificates and additional insured endorsements evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with the Agency and shall include the Agency and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions: It is agreed that the City of Grand Terrace and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Grand Terrace. 12.4 Errors and Omissions Insurance. Prior to Agency's execution of this Agreement. Contractor shall obtain, and shall thereafter maintain during the term of this Agreement, errors and omissions professional liability insurance in the minimum amount of$1,000,000 to protect the Agency from claims resulting from the Contractor's activities. 12.5 Subcontractors' Insurance. Contractor shall require all of its subcontractors to carry insurance, in an amount sufficient to cover the risk of injury, damage or loss,that may be caused by the subcontractors' scope of work and activities provided in furtherance of this Agreement, including, but without limitation, the following coverages: Workers Compensation, Commercial General Liability, Errors and Omissions, and Automobile liability. Upon Agency's request, Contractor shall provide the Agency with satisfactory evidence that Subcontractors have obtained insurance policies and coverages required by this section. 13. Business Tax. Contractor understands that the Services performed under this Agreement constitutes doing business in the City of Grand Terrace, and Contractor agrees that Contractor will register for and pay a business tax pursuant to Chapter 5.04 of the Grand Terrace Municipal Code and keep such tax certificate current during the term of this Agreement. 14. Time of Essence. Time is of the essence for each and every provision of this Agreement. 15. Agency's Right to Employ Other Contractors. Agency reserves the right to employ other Contractors in connection with the Project. 16. Accounting Records. Contractor shall maintain complete and accurate records with respect to costs incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City of Grand Terrace during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three(3)years from the date of final payment under this Agreement. 17. Confidentiality. All ideas, memoranda, specifications,plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials either created by or provided to Contractor in connection with the performance of this Agreement shall be held confidential by Contractor,except as otherwise directed by Agency's Contract Administrator. Nothing furnished to Contractor, which is otherwise known to the Contractor or is generally known, or has become known, to the related industry shall be deemed confidential. Contractor shall not use Agency's name or insignia,photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine,trade paper, newspaper, television or radio production,website,or other similar medium without the prior written consent of the Agency. 18. Ownership of Documents. All reports,maps,drawings and other contract deliverables prepared under this Agreement by Contractor shall be and remain the property of Agency upon Agency's compensation to Contractor for its services as herein provided. Contractor shall not release to others information furnished by Agency without prior express written approval of Agency. 19. Conflict of Interest. Contractor, for itself and on behalf of the individuals listed in Exhibit`B", represents and warrants that by the execution of this Agreement, they have no interest,present or contemplated, in the Project affected by the above-described Services. Contractor further warrants that neither Contractor,nor the individuals listed in Exhibit`B"have any real property,business interests or income interests that will be affected by this project or, alternatively,that Contractor will file with the Agency an affidavit disclosing any such interest. 20. Solicitation. Contractor warrants that Contractor has not employed or retained any person or Agency to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission,percentage, brokerage, or contingent fee to be paid to secure this Agreement. For breach of this warranty, Agency shall have the right to terminate this Agreement without liability and pay Contractor only for the value of work Contractor has actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Contractor the full amount of such commission,percentage, brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement. 21. General Compliance with Laws. Contractor shall 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 services by Contractor pursuant to this Agreement. Contractor shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. 22. Amendments. This Agreement may be modified or amended only by a written Agreement and/or change order executed by the Contractor and Agency. 23. Termination. Agency, by notifying Contractor in writing, shall have the right to terminate any or all of Contractor's services and work covered by this Agreement at any time. In the event of such termination, Contractor may submit Contractor's final written statement of the amount of Contractor's services as of the date of such termination based upon the ratio that the work completed bears to the total work required to make the report complete, subject to the Agency's rights under Sections 15 and 24 hereof In ascertaining the work actually rendered through the termination date, Agency shall consider completed work,work in progress and complete and incomplete reports and other documents only after delivered to Agency. 23.1 Other than as stated below,Agency shall give Contractor thirty (30)days prior written notice prior to termination. 23.2 Agency may terminate this Agreement upon fifteen (15)days written notice to Contractor, in the event: 23.2.1 Contractor substantially fails to perform or materially breaches the Agreement; or 23.2.2 Agency decides to abandon or postpone the Project. 24. Offsets. Contractor acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which Contractor owes or may owe to the Agency, Agency reserves the right to withhold and offset said amounts from payments or refunds or reimbursements owed by Agency to Contractor. Notice of such withholding and offset shall promptly be given to Contractor by Agency in writing. In the event of a dispute as to the amount owed or whether such amount is owed to the Agency, Agency will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved. 25. Successors and Assigns. This Agreement shall be binding upon Agency and its successors and assigns, and upon Contractor and its permitted successors and assigns, and shall not be assigned by Contractor, either in whole or in part, except as otherwise provided in paragraph 9 of this Agreement. 26. Venue and Attorneys' Fees. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in a court of competent jurisdiction in the County of San Bernardino, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. In the event either party hereto shall bring suit to enforce any term of this Agreement or to recover any damages for and on account of the breach of any term or condition of this Agreement, it is mutually agreed that the prevailing party in such action shall recover all costs thereof, including reasonable attorneys'fees, to be set by the court in such action. 27. Nondiscrimination. During Contractor's performance of this Agreement, Contractor shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age,physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS)or any condition related thereto, marital status, sex, or sexual orientation, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Further, Contractor agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. 28. Severability. Each provision,term, condition, covenant and/or restriction, in whole and in part, of this Agreement shall be considered severable. In the event any provision,term, condition, covenant and/or restriction, in whole and/or in part,of this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term,condition, covenant and/or restriction of this Agreement, and the remainder of the Agreement shall continue in full force and effect. 29. Authority: The individuals executing this Agreement and the instruments referenced herein 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 hereof and thereof. 30. Entire Agreement: This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by, and neither party is relying on, any representation or warranty outside those expressly set forth in this Agreement. 31. Interpretation. Agency and Contractor acknowledge and agree that this Agreement is the product of mutual arms-length negotiations and accordingly, the rule of construction,which provides that the ambiguities in a document shall be construed against the drafter of that document, shall have no application to the interpretation and enforcement of this Agreement. 31.1 Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of the Agreement or any of its terms. Reference to section numbers are to sections in the Agreement unless expressly stated otherwise. 31.2 This Agreement shall be governed by and construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. 31.3 In the event of a conflict between the body of this Agreement and Exhibit"A" hereto,the terms contained in Exhibit"A" shall be controlling. 32. Exhibits. The following exhibit's attached hereto are incorporated herein to this Agreement by this reference: Exhibit"A"- Scope of Services, Project Schedule, and Fees Exhibit`B" - Personnel IN WITNESS WHEREOF Agency and Contractor have caused this Agreement to be duly executed the day and year first above written. THE CITY OF GRAND TERRACE, A Public ?Entity 1 - �/�� BETSY iDA BETSY ADA S Executive Director Attest: (bte q'c 'Le - City Clerk/Agency Secretary APPROV AS TO FORM: By: JOHN R. HARPER, Cit ttomey/Agency Counsel Company Representative, Dakeno, Inc. (Printed Name and Title) By Company Representative, Dakeno, Inc. /t.4te<4- 4- r* '-La2 (Printed Name) PaeV (Title) Corn any Representative, Dakeno, Inc. l4t€_dl. - .42' /J?!// per (Printed Name) Racy (Title) 8 EXHIBIT"A" SCOPE OF SERVICES, PROJECT SCHEDULE, AND FEES Contractor will provide the Agency with Building Demolition and Lot Clearing consistent with established local and state law and guidelines. Under this agreement, Contractor will provide, but not be limited, to the following scope of services: 1. Building demolition and site clearing of one structure located at 12559 Michigan Street. The project consists of demolition of a total of approximately 500 square feet of carport that has been illegally converted to a dwelling space. The structure to be demolished is the illegal dwelling structure to the rear of the main house. Work includes asbestos and lead-based paint encapsulation and removal, and building foundation removal. 2. Debris removal: remove all trash, debris,vegetation, feces, or other matter so as to prevent the harboring of any cockroaches,rats, or vermin and to eliminate any fire hazard associated with the accumulation of combustible debris. 3. Cap all utilities and sanitary sewer lines to the building to be demolished. General site grading shall be conducted, leaving the site completely free of all demolition debris. No work shall be performed within the public street right of way unless otherwise indicated. 4. The Contractor shall complete the demolition and removal of the rear structure, concrete slabs and footings on the property as directed by the Agency in writing. 5. The Contractor shall inspect the job site and determine the work required to demolish and remove the specified building and other miscellaneous abatement. 6. Material Disposition and Recycling: the building and appurtenant improvements and all materials resulting from their demolition or removal shall become the property of the Contractor. The Contractor shall comply with all terms and conditions of the City of Grand Terrace`Recycling and Diversion of Construction and Demolition Waste Ordinance," Section 15.58 of the Municipal Code. It is required that at least sixty percent of the estimated tonnage of construction and demolition material generated from the Project shall be diverted from landfill disposal. The sixty percent of the estimated tonnage of construction and demolition material shall not include any inert materials that are disposed in an inert backfill site. All Agency-sponsored demolition projects are required to submit a Waste Management Plan prior to beginning any demolition activities, and shall be subjected to the provisions of Section 15.58.060"Waste Management Plan," Section 15.58.080 "On-site Practices"and Section 15.58.090 "Reporting"of the Ordinance. Contractor shall complete all of the Work of the Contract within twenty (20)working days after the date specified to Contractor in the Notice to Proceed by Agency. As a condition of Contract, Contractor and all subcontractors shall secure a business license to operate in the city of Grand Terrace, and shall also secure any other licenses or permits which may be required. EXHBIT 'B" PERSONNEL Personnel will be Dakeno, Inc. owner/operators Michael Miller and Cory Miller.