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HomeMy WebLinkAboutTIMBERLINE ENVIRONMENTAL 1 - 2003 .SU,ANCE CLERK OF COUNCIL N-2003-082 CONSULTANT AGREEM:ICNT THIS AGREEMENT, made and entered into this 24th day of July, 2003 by and between Timberline Environmantal Services, a California corporation (hereinafter "Consultant"), and the City of Santa Aha, a charter city and municipal corporation organized and existing under the Constitution ~nd laws of the State of California (hereinafter "City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of the transportation and disposal of fireworks. B. Consultant represents that Consultant is able and willing to provide such services to the City. In undertaking the performance of this Agreement, Consultant repremmts that it is k~owledgeable in its field and that any services performed by Consultant under this Agreemeet will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEI~FORE, in consideration of the mutual and respective prom_ises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall pick up fireworks which have bee~ confiscated by the Santa Aha Fire Department, l:ransport those fireworks to Consultant's disposal site and legally dispose of the fireworks, as set forth in Exhibit A, attached hereto. The fireworks will be picked-up at Santa Ana Fire StadonNO. 5, 120 W. Walnut, Santa Aha, California. 2. COMPENSATION a. Cily agrees to pay, and Consultant agrees to accept as total payment for its services, $5.25 per pound of fireworks picked up and destroyed. City estimates 325 pounds of such fireworks. Tlae total sum to he expended under this Agreement, shall not exceed $5,000.00 during the term of this Agreement. b. P~¥ment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. This 3~reement shall commence on the date first written above and terminate on August 1, 2003. The t=u. of this Agreement may be extended upon a writing executed by the Fke Chief and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all apphcable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relaiing to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Co~arraercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to propen'y, resulting from any act or occurrence ar/sing out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and pe~rsunal injury, including death resulting therefrom, and property damage, in the total amount orS1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Bu~6ness automobile liability insurance, or equivalent form, with a combined single limit of not le~s than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor (lode, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commen~ing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's lil~bility insurance with limits not less than $1,000,000 per accident. 2 d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: O) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance si-tall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. e. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effee~ Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 offffis Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffm'ed, or alleged to have been suffered, by reason of the events referred to in this Section. 7. NOT~CE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement sl~fll be in writing and shall be deemed to he properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in chis Section, to the following persons: To City: Fire Chief City of Santa Aha 1439 S. Broadway (M-80) P.O. Box 1988 Santa Aha, California 92702 telefacaimile (714) 647-5729 To Consultant: Timberline Environmemal Services 29925 Highway 108 Cold Springs, California 95335 Tetefacsimile (209)9654721 Attn: Jill E. Northcutt EXCLUSIVITY AND AMENDMENT This .a~reement represents the complete and exclusive statemem between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict bev0veen the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument sis~ned by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone a~Jng on behalf of any party, which are not embodied herein. 9. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant nury not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 10. DISCRIMINATION Consuiltant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable kaw, in the recruitment, selection, training, utilization, promotion, terrednation or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 11. JURISDICTION- VENU~ This Agreement and all questions relating to its validity, imerpretafion, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. Both parties further agree that Orange Comqty, California, shall be the venue for any action or proca,,eding that may be brought or arise out of, in connection with or by re, on of this Agreement. 1~. PRO~SSIONAL LICENSES Consultant shall, throughout the term of this Agreemont, maintain all necessary liceus~s, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder andt required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately z,nd in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement, 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants thai its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this A~reemeix, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or daroages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the b~ty of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above wntten. Clerk of the Council CITY OF SANTA ANA City Man~er APPROVED AS TO FORM: -~JOSEPH W.~LETC~_,R City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT E. NO~RTH~CU~r~-' - ~ ID~77-0562430 Fax#: (916) 989.4734 Date: 7/23/03 10:55 AM Page 1 of 1 ACORD. ~alleff-Sierra 9267 Greenbaok La=e, Su/te Orangevale CA 9§6~2 Phone: 91E-989-09C0 Fax:916-989-4734 Cl-'RTIFICATE OF LIABILITY INSURANCE CSR J ~z ,~a,-z,1 ........ 07/23/03 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMA'rlON ONLY AND CONFERS NO RIGHT8 UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 29925 Highwa~ 108 INSURERS AFFORDING COVERAGE AZA Re prope~t~ & Casualt~ Ins THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NQTWITHBTANDiNG ANY REQUIREMENT, TERM C R CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAy BE ISSUED MAy PERTAIN, THE INBUR)d~CE AFFORDED BY THE POLICIES DE$CRtBED HEREIN I$ SUBJECT TO ALL THE TERMS, EXCLUSIONB AND CONDITIONS OF SUCH POLICIES, AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I ~^c~ OCCUr~,~CE 1,000,000 A X COMMERCI*N.~3ENERN-UA~ILrTY FP000216701 07/01/03 07/01/04 F~IF~EL~AM~.GEIArlyonefl~E) $ 100 000 X__ Loggers ~rop,~c~ INCLUDED ~SON~_SAOV,~UU~¥ ; 1,000,000 A __ ~v~rro FP000216701 ~ 0~/01/03 07/01/04 1439 S. Broadwa~ Santa Aha c~ 92707 ACORD25~(7~7) CANCELLATION ©ACORD CORPORATION t988 EXltlBIT B ADDiTIONAL INSURED ENDORSEMENT FOP. COMIVl]~CIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # ~o~ L.~L~I relating to tl~ following: 1. The City of Santa Aha, 20 Civic Center Pla_r!, Santa California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on hehalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to er contributing with any other insurance carried by or for the benefit of the additional insuxeds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any fight which such person or orgarfization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice ha~ been given to the City of Santa Aha, 20 Civic Center Pl~z~, Santa Aaa, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # Issued to ~1' I~ ~ 7/, {~"1 , this endorsement form as a part of ~/I~ ~.~ L.7ot Named Insured Countersigaed b~&~. Authoriz~t Representative ApIq~OVED AS ':FO FORM 07/90/2003 09:34 209-965-472! TIHBERLINE ENV PAGE 02 July 30. 2OO3 City of Santa Ava Fire Dcpt, 1439 S: Broadway SantaAna, CA 927O7 A~t~ntion: Roberta INVOICE L'm~l ~rotcc]~ics disposal 294 gross pounds (~ $$.25'pex pound .................................. $ 7,543.50 Due and payable upon recejpt, T.E.S. accepts all major ~edit cards. Thank:you for choosing 'l~imber]ine Emdromnen-tal Services for your disposal needs'. 39925 Highway 108 · Cold Springs, CA 95385 · 209 / 968~3118 · Fax 209 / 988-4721 · e-mail; timber~nO.gol(Irush,com ~7723/2003, 12:48 209-965-4721 7IMBERI-IME ENV Request for Taxpayer Identification Number and Certification J±11 P.. Northcutt Timberline Environmental Services ,C~k appropr~am bOx= [] In~MduatiSele preprlet~ ~) Carpo~et~n , )-')' Par[Mrstlip ,, T~mm ?exposer I~nti~¢mtion Numbar.,[T)l~l) Enteryour TIN in the appropriate bo~. For individuals, this is your Soci~ll security nut~lber [SSN), However, ii' you ere a resident alien OR Sole proprietor, see the insb'uctions on ~ge ~, For other e~[itJe~, it is ~ur employer Identification number (EIN), If you do ~o[ have numar, ~e How To Get a ~N on page Z. I~IUI Ceflifica~on PAGE 04 Give form to the requester. Do NOT send to the IRS. For Payees Exempt From Backup Witmmldlng (~ the Insb'uctions on p,age 2,) example, income paid to you, reel estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation et debt, Or Contributions you made to an IRA. Use Form W-9 to give your correct TIN to the person requesting it {the requester} end, when applicable, to: 1. Certify the TiN you are giving is correct (or you are weiUng for e ~umber to be issued), 2. Certify you are not subject to bacAup withholding, or 3. Claim exemption from backup withholding iF you ere an exempt payee, Note: If a requester gives you a form other than a W-9 to request your TiN, .you m~lst use the requestet's ~rm ~f ~ is substantially similar to this Form W-9, Whet Is Backup Withholding?~Persons maki~ certaln payments to you must withhold and pay to the IRS 31% of such payments under certain conditions. This is called "backup wiihholdlng." Payments that may be sub~ect to backup withholding Date ~- 1-22-03 S. You do not oe~ify your TIN when required, See the Pert IJ[ instructions on Ce~tein payees and payments are exempt from backup withholding, See the Part l/[nStrucUo~ end the separate I.$t/uctJon$ for the Requester of Form 9il-~. Penalties Failure To Furnish TIN.--If you fail to furnish your correc~ TIN to a recluesmr, you are subject tO a penalty of $50 for each such failure unless your faBure is due to reasonable cause and not to willful neglect. Civil Penalt~ for False Information With Respect te WithhoitiinB.--.4f ~/ou make a false statement with no reasonable basis that results in no backup withholding, you ere subject to a $500 peneRy. Criminal Penalty for Falsifying Jnformafion.~ Willfully falsifying cartificati0ns or affirmetlons may sub~ect you to cdminel penalties including fines and/or imprisonment. Misuse of TINs.~If the requester discloses or uses TINs in violation of Federal law. the requester may be subject to civil and criminal penalties, royal~es, nonemployee pay. a~d certain payments from fishing boat operatorS. Real estate transactions ,are not subject to backup withholdfng. If you give Ihs requester your correct YiN. make th~ p~p~ c~cations, and repo~ all your ~xab~e interest ~ividends on your tax return, payments you mcelve will ~o[ be sub, act to backup ~th~olding. Payments you receive will be subj.[ tO backup withho~i~9 1. You do no~ furnish youf )IN requ~s[er, or ~, The )R~ [e)is the requester [hat you turnis~ed an )ncor~e¢[ TiN. or 3. The IRS tel)s y~u ~at you ere sdbjec~ ~0 backup wkhho)di~g because you did not repo~ al) your interest aAd dividends on your tax re~urn (~at referable inbred[ and 4. You do no~ ce~fy to the requeb[er ~ha~ you ate no[ subjec[ ~0 backup wi[h~oi~tng vnder 3 a~ove {~or repo~b[e in~eres~ and dividend accoun[s opened Purpose of Form.--A(per~on who is include interest, dividends, broker and required to file an Jrl[oflqO~on return with barter exchange transactions, rents, the IRS must cjet your correct taxpayer identification number [TIN) [o reporL for 1. The number shown e, this f~rn is my correct taxpayer identification number (or I am waiting for a number to be issued to me), Jnd 2. I am not subject to backup withholding because: is) I am exempt from backup Withholding. pr 03) I have not been notified by the Internal Revenue Service (iRS) that t am subject to backup withholding as a result pi a tailure to report all interest or di~dends, Or (~ the iRS has rtotlfied me that I am no longer subject tO backup withho~dlng. Certification Instrueticns.--You must cross out item 2 above if you have been ~oUfied by die IRS that you are CtaTentiy subject to backup w~hhcldin9 because 70u have failed to report e~ interest and c~lVlbentis on your tax return. Fat reel estate transactions, hem 2 does not apply. provide your co~rec[ TIN. (See the instrurUons on page 2.} · · B7723/2003 ~i2:48, 289-965-4721 JUly 23, 2003 · Ots a Aaa, Fire Adlninistmtion Roberta Briones 1439.S: BrOadway Santa Aha, CA 92707 TIMBERLINE ENV PAGE 82 Please find with this letter a copy of our certificate of insurance, W-9 with Taxpayer Identification Number, and a Federal Form' 1348. Whe~ my tectmician picks up your fireworks he will.fill out a form 1348 with an approximate weight on it. When your v~resentafive receives this form, i~ shows the chain.of custody, and releases the i~ems, and liability, to my company. When the items are brouglat to my facility, th~ are weighed in and another form 1348 will be issued your department with the actlml gross weigh. If you have any further questions, please give me a call. You should have received a faxed copy of'the insurance frolI1 rriy agent tliis morning. Nonhctra CEO .29925 Highway 108 -. Cold Spdngs, CA 95335 · 209 / 965-3118 · Fax 209 / 985.4v-21 - e-mail: timbefln@goldrush.conl ,.~D FORM 1348..1A, JUL 91 ISSUE RELEASE/RECEIPT DOCUMENT '--~ ~ ~ .____ PREVIOUS EDITION MAY BE USED SANTA ANA FIRE DEPT PAGE 83 ~~i/)'? 8,7/23/2883 14: 15 7146475779 Fr~m: Mike I~n=4~rn Rt'. Valley-,~ier~ Insurance A~ :y Te~ FI~: (91~) 989~7~ Oa~; 712~/~ ~0;~5 RM Pa~: ~ 1 A_C_O O. CERTIFICATE OF LIABILITY INSURANCE 0241'/ ~een.baek :LOAm, ~l~it~ ~'ho:ae: 916-959-0~0,) Fax: 9't6-Oa9-4'/34 HOLDER. ~ CERllPlC~?B DQII NOT AMEND, EXT~ID OR ~TER THE C~RAGB ~ROED ~Y ~E ~UCIE} BEL~, I ~ NI~rlON~L INI;U~{~ ~NtLl~t~ Lllq'llt -- r,A~. ~ !L LA. TiON -- ~C~D 26~ ff/971 ~ACORD CORPORATION A Z ~.c~.~ ~000216~01 0?/01/03 07/O1/04 ~,~) ~ ~ 10~o A ~ ~a ~000216701 O7/01/0~ 0~/01/04 le~,~, 3 1,000,o00 5~vROVE) AS TO FORM ~t[ra Shc~ed~ / Deputy City Attorney