Loading...
HomeMy WebLinkAboutAce Weed Abatement, Inc.-2011-05 c-T- 2011 - oS PROFESSIONAL CONSULTANT SERVICES AGREEMENT Ace Weed Abatement, Inc. Weed Abatement Services THIS PROFESSIONAL CONSULTANT SERVICES AGREEMENT ("Agreement") is made and entered into this 12th day of April, 2011, ("Effective Date") by and between the COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF GRAND TERRACE ("Agency"), a public entity,and Ace Weed Abatement, Inc. ("Consultant"). 1. Scope of Services. Agency agrees to retain and does hereby retain Consultant and Consultant agrees to provide the services more particularly described in Exhibit "A", "Scope of Services and Fees", attached hereto and incorporated herein by reference, in conjunction with weed abatement services for all parcels,owned by Agency. ("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 June 30, 2014, unless otherwise terminated pursuant to the provisions herein. 3. Compensation/Payment. Consultant shall perform the Services under this Agreement for the total sum not to exceed $12,000.00 (Twelve Thousand Dollars), per fiscal year payable in accordance with the terms set forth in Exhibit"A". 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 Consultant: Grand Terrace Redevelopment Agency Charles Maciel,President Attn: Joyce Powers Ace Weed Abatement, Inc. 22795 Barton Road PO Box 9920, Moreno Valley, CA 92552- Grand Terrace,California 92313 1920 5. Prevailing Wage. If applicable, Consultant 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 Agency Council of the Agency of Grand Terrace. The Director's determination is on file and open to inspection in the office of the Agency 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. Page 1 of 10 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, Consultant shall exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant'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. Consultant shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. Consultant 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 writing satisfactory to the parties. Consultant 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. Consultant acknowledges that any transfer of rights may require Agency Manager and/or Agency Council approval. 10. Independent Contractor. In the performance of this Agreement, Consultant, and Consultant's employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the Agency of Grand Terrace. Consultant 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 Consultant, or to Consultant's employees, subcontractors and agents. Consultant, as an independent contractor, shall be responsible for any and all taxes that apply to Consultant as an employer. 11. Indemnification. 11.1 Indemnity. Except as to the sole negligence or willful misconduct of the Agency, Consultant shall defend, indemnify and hold the Agency, 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 Consultant or any of the Consultant's employees, agents or subcontractors and from all claims by Consultant's employees, subcontractors and agents for Page 2 of 10 compensation for services rendered to Consultant in the performance of this Agreement, notwithstanding that the Agency and/or Agency may have benefitted 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 Consultant or of Consultant's employees, subcontractors or agents. Except as to the sole negligence or willful misconduct of the Consultant, Agency shall defend, indemnify and hold the Consultant, 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 Agency. This indemnification provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Agency of its employees, subcontractors or agents. 12. Insurance. 12.1 General Provisions. Prior to the Agency's execution of this Agreement, Consultant 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 Agency 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 Consultant's indemnification obligations under Section 11 hereof. 12.1.2 Ratings. Any insurance policy or coverage provided by Consultant 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 Consultant pursuant to this Agreement are adequate to protect Consultant. If Consultant believes that any required insurance coverage is inadequate, Consultant will obtain such additional insurance coverage as Consultant deems adequate,at Consultant's sole expense. Page 3 of 10 12.2 Workers' Compensation Insurance: By executing this Agreement, Consultant certifies that Consultant 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. Consultant shall carry the insurance or provide for self-insurance required by California law to protect said Consultant from claims under the Workers' Compensation Act. Prior to Agency's execution of this Agreement, Consultant shall file with Agency either (1) a certificate of insurance showing that such insurance is in effect, or that Consultant is self-insured for such coverage, or (2) a certified statement that Consultant has no employees, and acknowledging that if Consultant 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 Automobile Insurance. Prior to Agency's execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, automobile liability insurance as required to insure Consultant 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 Consultant. The Agency, and its officers, employees and agents, shall be named as additional insureds under the Consultant's insurance policies. 12.3.1 Consultant'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 Consultant's automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Consultant's performance of this Agreement, which vehicles shall include, but are not limited to, Consultant owned vehicles, Consultant leased vehicles, Consultant's employee vehicles, non-Consultant owned vehicles and hired vehicles. 12.3.2 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 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 Community Redevelopment Agency of 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 Community Redevelopment Agency of the City of Grand Terrace. 12.4 Errors and Omissions Insurance. Prior to Agency's execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, errors Page 4 of 10 and omissions professional liability insurance in the minimum amount of$1,000,000 to protect the Agency from claims resulting from the Consultant's activities. 12.5 Subcontractors' Insurance. Consultant 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 (except for a sole proprietor), Commercial General Liability, and Automobile liability. Upon Agency's request, Consultant shall provide the Agency with satisfactory evidence that Subcontractors have obtained insurance policies and coverages required by this section. 13. Business Tax. Consultant understands that the Services performed under this Agreement constitutes doing business in the Agency of Grand Terrace, and Consultant agrees that Consultant 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 Consultants. Agency reserves the right to employ other Consultants in connection with the Project. 16. Accounting Records. Consultant shall maintain complete and accurate records with respect to costs incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of Agency during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant 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 Consultant in connection with the performance of this Agreement shall be held confidential by Consultant, except as otherwise directed by Agency's Contract Administrator. Nothing furnished to Consultant which is otherwise known to the Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant 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 contracts and invoices prepared under this Agreement by Consultant shall be and remain the property of Agency upon Agency's compensation to Consultant for its services as herein provided. Consultant shall not release to others information furnished by Agency without prior express written approval of Agency. 5 19. Conflict of Interest. Consultant, 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. Consultant further warrants that neither Consultant, 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 Consultant will file with the Agency an affidavit disclosing any such interest. 20. Solicitation. Consultant warrants that Consultant 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 Consultant only for the value of work Consultant has actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Consultant 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. Consultant shall keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Consultant, or in any way affect the performance of services by Consultant pursuant to this Agreement. Consultant 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 Consultant and Agency. 23. Termination. Agency, by notifying Consultant in writing, shall have the right to terminate any or all of Consultant's services and work covered by this Agreement at any time. In the event of such termination, Consultant may submit Consultant's final written statement of the amount of Consultant'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 teport 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 Consultant thirty (30) days prior written notice prior to termination. 23.2 Agency may terminate this Agreement upon fifteen (15) days written notice to Consultant, in the event: 23.2.1 Consultant substantially fails to perform or materially breaches the Agreement;or Page 6 of 10 23.2.2 Agency decides to abandon or postpone the Project. 24. Successors and Assigns. This Agreement shall be binding upon Agency and its successors and assigns, and upon Consultant and its permitted successors and assigns, and shall not be assigned by Consultant, either in whole or in part, except as otherwise provided in paragraph 9 of this Agreement. 25. 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. 26. Nondiscrimination. During Consultant's performance of this Agreement, Consultant 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, Consultant agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. 27. 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. 28. Authority: The individuals executing this Agreement and the instruments referenced herein on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions hereof and thereof. 29. 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. Page 7 of 10 30. Interpretation. Agency and Consultant 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. 30.1 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. 30.2 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 exhibits attached hereto are incorporated herein to this Agreement by this reference: Exhibit"A"—Scope of Services and fees Exhibit"B"-Personnel IN WITNESS WHEREOF Agency and Consultant have caused this Agreement to be duly executed the day and year first above written. REDEVELOPMENT AGENCY OF Consultant GRAND TERRACE, A Public Entity Exec hve Director APPROVED AS TO FORM: dharler /nacie [Printed Name] -Presiden-l- Agency Couns I [Title] Ace Weed Abatement, Inc. Page 8 of 10 EXHIBIT "A" SCOPE OF SERVICES, PROJECT SCHEDULE, AND FEES Ace Weed Abatement, Inc. P.O. Box 9920, Moreno Valley, CA 92552-1920 Phone(951)243-9809 Fax(951)242-9649 E-Mail: gotweedscaeaol.com Schedule of Fees & Reimbursable Expenses A) Weed Abatement • Minimum Charge $105.00 • Discing/Mowing $105.00 Up to 1 Acre • Each Additional Acre $105.00 Per Acre • Handwork—weed eating $45.00 Per Man Hour (work that cannot be performed with tractor) • Special Equipment $125.00 Per Hour (Bobcat) • Dozer Work $600 Per Hour 4 Hour Minimum B) Clean up &Trash Removal • Trash Removal $65.00 Per Cubic Yard • Asphalt/Concrete Removal $125.00 Per Cubic Yard • Dump Fees Actual Receipt(Copy) C) Tree Trimming • Trimming of Tree 8' up from Ground $40 Per Hour Plus $40.00 Per Cubic Yard (plus actual dump cost) • Trimming of Tree above 8'from Ground $40 Per Hour Plus $40.00 Per Cubic Yard (plus actual dump cost, plus Boom Lift rental cost) D) Administrative Overhead costs related to this contract • Case File Per Parcel $9 Per File/Parcel Building case file, includes but not limited to: two invoices, photos for each parcel (before and after), contractors worksheet& receipts if applicable all combined in one folder with the property address or APN#clearly marked on folder tab. E) Emergency/Immediate Response Abatement $45 Additional Per Man Hour (plus service provided fees) Chage aci sident We atement, Inc. Page 9 of 10 • EXHIBIT"B" PERSONNEL Primary Staff List & Contact Information Chuck Maciel, President Serena Maciel, CFO Barbara Hurley, Office Manager Juan Ramirez, Crew Leader Michael "Jerry' Knapp, Crew Leader Mailing Address: Ace Weed Abatement, Inc. Charles Maciel, President PO BOX 9920 Moreno Valley, CA 92552 Phone: (951) 243-9809 Fax: (951) 242-9649 Cell: (909) 376-9544—Charles Maciel E-Mail: gotweedscanc,aol.com Web: www.gotweedsinc.com Page 10 of 10