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HomeMy WebLinkAbout04903 - HILTON FARNKOPF HOBSON WASTE TRANSFER STATION PS DISPOSAL BURRTEC Hilton, Farnkopf, & Hobson Waste Transfer Station AGREEMENT #4903 CM signed 6-28-04 CITY OF PALM SPRINGS CONTRACT SERVICES AGREEMENT FOR Review and Evaluation of Transfer Station Proposals THIS ,CONTRACT SERVICES AGREEMENT (herein "Agreement') is made and entered nto this-`C,Y"Zday of1��'�,2004, by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City") and Hilton, Farnkopf & Hobson, LLC (herein "Contractor"). NOW, THEREFORE, the parties hereto agree as follows' 1.0 SERVICES OF CONTRACTOR 1.1 Scope of Services. In compliance with all of the terms and conditions of this Agreement, the Contractor shall perform the work or services set forth in the "Scope of Services" attached hereto as Exhibit "A" and incorporated herein by reference Contractor warrants that all work and services set forth in the Scope of Services will be performed in a competent, professional and satisfactory manner. 1.2 Compliance With Law. All work and services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the City and any Federal, State or local governmental agency of competent jurisdiction. 1.3 Licenses Permits Fees and Assessments Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 2.0 COMPENSATION 2.1 Contract Sum. For the services rendered pursuant to this Agreement, Contractor shall be compensated in accordance with the "Schedule of Compensation" attached hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding the maximum contract amount of Twenty Four Thousand Nine Hundred Ninety Nine Dollars ($24,999.00) ("Contract Sum") 2.2 Method of Payment Provided that Contractor is not in default under the terms of this Agreement, Contractor shall be paid as outlined Exhibit "B" Schedule of Compensation. 3.0 COORDINATION OF WORK 3.1 Representative of Contractor Laith Ezzet is hereby designated as being the principal and representative of Contractor authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith. 3.2 Contract Officer. Troy Butzlaff is hereby designated as being the representative the City authorized to act in its behalf with respect to the work and services specified herein and make all decisions in connection therewith ("Contract Officer'). The City R.AUSERS\WPPUBLICV04 Bids\Hilton Farnkopf- Eval Transfer Station Proposals 5-20.wpd )(nt,);Q -1- Manager of City shall have the right to designate another Contract Officer by providing written notice to Contractor. 3.3 Prohibition Against Subcontracting or Assignment. Contractor shall not contract with any entity to perform in whole or in part the work or services required hereunder without the express written approval of the City. Neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignment or transfer shall be void. 3.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor of City and shall remain under only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 4.0 INSURANCE AND INDEMNIFICATION 4.1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of a least $1,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broadform property damage, products and completed operations. The General Liability Policy shall name the City of Palm Springs, its officers, employees, and agents, as additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language (b) Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which will include $1,000,000 employer's liability. (c) Business Automobile Insurance. A policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of $500,000 bodily injury and property damage, Said policy shall include coverage for owned, non-owned, leased and hired cars. (d) Additional Insurance. Policies of such other insurance, including professional liability insurance in a minimal amount of $1,000,000 if contract has professional liability exposure, as may be required in Exhibit "A". All of the above policies of insurance shall be primary insurance. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents, and their respective insurers In the event any of said policies of insurance are canceled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section 4.1 to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with R:\USERS\WPPUBLIC\04 Bids\Hilton Farnkopf- Eva[ Transfer Station Proposals 5-20.wpd -2- Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. The contractor agrees that the provisions of this Section 4 1 shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages to any persons or property resulting from the Contractor's activities or the activities of any person or person for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 3.3 of this Agreement the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same polices of insurance that the Contractor is required to maintain pursuant to this Section. 4.2 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor's negligent performance of or failure to perform any term, provision, covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom, (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. 5.0 TERM 5.1 Term. Unless earlier terminated in accordance with Section 5.2 below, this Agreement shall continue in full force until June 30, 2004. R:\USERS\WPPUBLIC\04 Bids\Hilton Farnkopf- Eval Transfer Station Proposals 5-20.wpd -3- 5.2 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to the other party. Upon receipt of the notice of termination, the Contractor shall immediately cease all work or services hereunder except as may be specifically approved by the Contract Officer In the event of termination by the City, Contractor shall be entitled to compensation for all services rendered prior to the effectiveness of the notice of termination and for such additional services specifically authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation paid in excess of the services rendered. 6.0 MISCELLANEOUS 6.1 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this Agreement. Contractor shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin or ancestry. 6.2 Non-liability of City Officers and Employees. No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement. 6.3 Conflict of Interest No officer or employee of the City shall have any financial interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which effects his financial interest or the financial interest of any corporation, partnership or association in which he is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 6.4 Notice Any notice, demand, request, document, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of the City, to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O. Box 2743, Palm Springs, California 92263, and in the case of the Contractor, to the person at the address designated on the execution page of this Agreement. 6.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply 6.6 Integration; Amendment. It is understood that there are no oral agreements between the parties hereto affecting this Agreement and this Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties, and none shall be used to interpret this Agreement. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. R:\USERS\WPPUBLIC\04 Bids\Hilton Farnkopf- Eva[Transfer Station Proposals 5-20.wpd 6.7 Severability. In the event that part of this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder unless the invalid provision is so material that its invalidity deprives either party of the basic benefit of their,bargain or renders this Agreement meaningless. 6.8 Waiver. No delay or omission in the exercise of any right or remedy by a nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A party's consent to or approval of any act by the other party requiring the party's consent or approval shall not be deemed to waive or render unnecessary the other party's consent to or approval of any subsequent act. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or defend or made a party to any action or proceeding in any way connected with this Agreement, the prevailing party in such action or proceeding, in addition to any other relief which may be granted, whether legal or equitable, shall be entitled to reasonable attorney's fees, whether or not the matter proceeds to judgment. 6.10 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other Agreement to which said party is bound SIGNATURES ON NEXT PAGE R:\USERS\WPPUBLIM04 Bids\Hilton Farnkopf- Eval Transfer Station Proposals 5-20 wpd IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the date first written above. CITY OF PALM SPRINGS ATTEST: a municipal corporation (ZY B City Clerk City Manager �;.vuJ>LvYitvJ�A.°i� L\�Is•}.,�tcitit �"%�ll��Go�r�r�^yZ:r�.',"s�s'yza eno CONTRACTOR: Hilton, Farnkopf&Hobson, LLC Check one:_Individual_Partnership_Corporation 3990 Westerly Place, Suite 195 Newport Beach, CA 92660-2311 Corporations require two notarized signatures One from each of the following A Chairman of Board, President, or any Vice President ANDJa Secretary,Assistant Secretary,Treasurer,Assistant Treasurer,or Chief Financial Officer) By: A,�' lux ��:/L A I�� By: e i i-I-,�._� � (--//..�-�7 G s's. if Signah6rb(notarized) Signature (notarized) Name: tiCAadC') 1,� '��� Name:_ "" o t — '� i Title: —<r. 1 c 4'` "�,'r�4r r/-k1!1J Title: a -C,4 Iriy6"t%" - r Address: 3 al q,a9 ys; eCGi A:S`I d {'%� , iL j Address: 1 A(� (e'�iP��e✓ /J k s 7 7 c/ Z'_ (2,`� ar.of State of County d­f of� Otn�a/-°J�r me,MA�_sf!/�-70Acf-----' °e"u y�-LL(t�bef�Te �e personally appeared personally appeared personally (mown to me (or proved to me oh the basis of personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose names) satisfactory evidence) to be the person(s) whose name(s) In/are subscribed to the wdhin instrument and acknowledged is/are subscnbed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their to me that he/she/they executed the same in his/her/their authorized capamly(ies), and that by his/herAheir signalure(s) authorized capacffffes), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of on the Instrument the person(s), or the entity upon behalf of which the person(s)acted,executed the instrument which the person(s)acted,executed the instrument WITNESS my hand and official seal WITNESS my hand and official seal Notary Signature: ���'�� — Notary Signature: Notary Seal: Notary Seal: MAP7Y SHG�A4�€fi if1-.ei!!a . I �,o��',�_-_... ➢Wi86 _ ANGCLA J. SPEARS } ^ N®qtvy p ery� Comm.LI 1469669 7� 'i AnCess C�FU i ad '� 8e NOTARY PUBLIC-CALIFORNIA VI Yx Canlra Costa County BrA gcnrll.C;i�C'g=C,IC',y 9Q, My Comm Expires Feb.10,2008 g R:\USERS\WPPUBLIC\04 Bids\Hilton Farnkopf- Eval Transfer Station Proposals 5-20.wpd - `ildtbiLy;if'ds'6,1' ljfs 1 fY EXHIBIT "A" SCOPE OF SERVICES Contractor shall review, compare and evaluate two competing proposals received by the City for establishment of a waste transfer station within the City. The services provided by Contractor shall include: review of the transfer station proposals submitted by Palm Springs Disposal Services/Burrtec and Waste Management; comparison of the cost of the competing proposals; summarization and comparison of key non-economic terms of each proposal; identification of proposal terms that are unclear and/or require clarification from the proposer; identification of other information, if any, that the City should request from the proposers in order to complete a comprehensive evaluation; recommending the next steps the City should take in its transfer station procurement effort; attendance at one meeting with City representatives to discuss the results of Contractor's evaluation efforts. R:\USERS\WPPUBLIC\04 Bids\Hilton Farnkopf- Eval Transfer Station Proposals 5-20.wpd SCHEDULE B SCHEDULE OF COMPENSATION Total compensation for services and reimbursable expenses shall not exceed $24.999. Services provided shall be compensated at the following hourly rates: Senior Vice President $220 per hour Senior Manager $185 per hour Senior Associate $175 per hour Associate $160 per hour Assistant $ 95 per hour Reimbursable expenses will be billed as follows Mileage $0.375 per mile In-house document replication $0.15 per page Public Conveyances Actual Postage/overnight mail/other Actual Invoices shall be submitted on a regular basis, at an interval arranged with the City's Contract Officer. R:\USERS\WPPUBLIC\04 Bids\Hilton Farnkopf- Eval Transfer Station Proposals 5-20.wpd ACORDI. CERTIFICATE OF LIABILITY INSURANCE OF ID K DATE(MM/DDIYYYY) HILTONF 1 06 23/04 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ISU Conical Insurance Services ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE www.concal.com HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR PO Box 2905 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Dublin CA 94568-0905 Phone: 925-803-2200 Fax:925-803-2225 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A Preferred Employers Ins Cc INSURER Landmark American Ins Co HILTON, FARNKOPF & HOBSON Kathleen Catton INSURER Hartford casualty Insurance Co 2175 N California, Ste 990 INSURER Walnut Creek CA 94596 INSURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE WMID�YYE PDATE MMIIDDNYN LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1000000 _QAMFIT C X X COMMERCIAL GENERAL LIABILITY 57SBAGB6653 12/15/03 12/15/04 PREMISE8(Eaoccorence) $ 300000 CLAIMS MADE OCCUR MED EXP(Any one person) $ 10000 PERSONAL&ADV IN,rURY $ 1000000 GENERALAGGREGATE $ 2000000 GENT AGGREGATE LIMIT APPLIES PER PRODUCTS-COMP/OP AGO $ 2000000 X7 POLICY JE C PROT LOG AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT C ANY AUTO 575BAGB6653 12/15/03 12/15/04 (Ea accident) $ 1000000 ALL OWNED AUTOS BODILY INJURY S SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ X NON-OWNEDAUTOS (Per accident) PROPERTY DAMAGE $ (Perri GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY, AGG S EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $ OCCUR 171 CLAIMS MADE AGGREGATE $ DEDUCTIBLE $ RETENTION 5 S WORKERS COMPENSATION AND X TORY LI MITS ER EMPLOYERS'LIABILITY A ANY PROPRIETOR/PARTNER/EXECUTIVE WKNI121422 09/06/03 09/06/04 E.L.EACH ACCIDENT S10-00000. __ --- - - - - - - OPFICERINIEMBEREXCLUDED? E.L.DISEASE-EA EMPLOYEE S 1000000. If yes,describe undo SPECIAL PROVISIONS below EL DISEASE-POLICY LIMIT $ 1000000. OTHER B Professional Liab LHR704232 06/01/04 06/01/05 Per Claim 1000000 Aggregate 1000000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS City of Palm Springs, its officers, employees, and agents, are named as Additional Insured per the attached endorsement #SSO4490593. *10 Day Notice for Non-payment of Premium CERTIFICATE HOLDER CANCELLATION PALMSPR SHOULDANY OFTHEABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Palm Springs DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYSWRITTEN Fax 760-322-8207 NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO 505HALL Terri Kuykendall 3200 E.Tahquitz Canyon IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Palm Springs CA 92263-1786 REPRESENTATIVES. AUTHORIZED REPRESENTATIV ACORD 25(2001/OB) ©ACORD CORPORATION 1988 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGINIZATION This endorsement modifies insurance provided under the following: 57SBAGB6653 BUSINESS LIABU I Y COVERAGE FORM C. Who is an insured in the BUSINESS LIABILITY For losses covered under the BUSINESS LIABILITY COVERAGE FORM is amended to include as an COVERAGE of this policy this insurance is primary insured the person or organization shown in the to other valid and collectible insurance which is Declarations but only with respect to liability arising available to the person or organization shown in the out of the operations of the named insured. Declarations as an Additional Insured. City of Palm Springs, its officers, employees, and agents Form SS 04 49 05 93 Printed in U.S.A. (NS) Copyright, Hartford Fire Insurance Company, 1993