HomeMy WebLinkAboutContracts & Agreements_160-2016 AGREEMENT TO PERFORM INFRASTRUCTURE UPDATE SERVICES
This agreement for the provision of infrastructure update services ("Agreement") is made
and entered into this 8th day of August, 2016 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City)" and Davis Farr LLP ("Consultant"). City and
Consultant are sometimes individually referred to herein as a"Party" and, together, as the
"Parties." In consideration of the mutual promises contained herein, City and Consultant agree as
follows:
ARTICLE 1 —ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide infrastructure inventory update services for
the fiscal year ending June 30, 2016 (the"Services").
1.2 The Services shall be performed by Consultant in a professional manner, and Consultant
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional consultants in the industry providing like and similar types of Services.
ARTICLE 2— SERVICES OF CONSULTANT
2.1 The Services that Consultant shall perform are more particularly described in Exhibit
"A," entitled "Scope of Services," which is attached hereto and incorporated herein by
reference.
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to State prevailing wage
laws.
ARTICLE 3 —RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
3.2 City designates Farrah.Zenner, Assistant Finance Director, as City's representative with
respect to performance of the Services, and such person shall have the authority to
transmit instructions, receive information, interpret and define City's policies and
decisions with respect to performance of the Services.
ARTICLE 4—PERFORMANCE OF SERVICES
4.1 Consultant shall perform and complete the Services in a prompt and diligent manner.
4.2 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with
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City Council adopted policy f6r the same. It shall be the obligation of Consultant to
obtain a copy of such policy from City Staff.
ARTICLE 5 —PAYMENTS TO CONSULTANT
5.1 Total compensation for Consultant's perfonnance of the Services shall be a flat fee in the
amount of nine thousand six hundred dollars ($9,600).
5.2.1 City will be billed monthly for services rendered during the period, are payable upon
presentation and payment shall be due within thirty(30) days.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with
return receipt requested; (iii) on the actual delivery date if deposited with an overnight
courier; or (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or express snail; in each case
properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section:
City Consultant
Farrah Jenner, Asst. Finance Director Marcus D. Davis, Partner
Finance Department Davis Farr LLP
City of Redlands 2301 Dupont Drive, Suite 200
35 Cajon Street, Suite 30 Irvine, CA 92612
PO. Box 3005 (mailing)
Redlands, CA 92373
ARTICLE 6 —INSURANCE AND INDEMNIFICATION
6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration
of its performance of the Services. Consultant shall not perform any Services unless and
until the required insurance listed below is obtained by Consultant. Consultant shall
provide City with certificates of insurance and endorsements evidencing such insurance
prior to cominencement of the Services. Insurance policies shall include a provision
prohibiting cancellation or modification of the policy except upon thirty(30) days prior
written notice to City.
6.2 Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self-insured or exempt from the workers' compensation laws of
the State of California. Consultant shall provide City with Exhibit "C," entitled
"Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference prior to occupancy of the Premises.
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Update Services Agreement 2015.docx
6.3 Consultant shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000)per
occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property
damage and personal injury is required. City shall be named as an additional insured and
such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
6.4 Consultant shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars ($1,000,000) per claim made.
6.5 Consultant shall have business auto liability coverage, with minimum limits of One
Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability
and property damage liability. This coverage shall include all Consultant owned vehicles
used in connection with Consultant's provision of the Services, hired and non-owned
vehicles, and employee non-ownership vehicles. City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or self
insurance maintained by City.
6.6 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Consultant, or its
officers, employees and agents in performing the Services.
ARTICLE 7—CONFLICTS OF INTEREST
7.1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services. Consultant further covenants and
represents that in the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement.
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize the City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt or grant City approval of,policies, standards or guidelines for City or
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for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the same or substantially
the same duties for City that would otherwise be performed by an individual
holding a position specified in City's Conflict of Interest Code under Government
Code section 8730.2.
7.3 In the event City officially determines that Consultant must disclose its financial
interests, Consultant shall complete and file a Fair Political Practices Commission Form
700, Statement of Economic Interests, with the City Cleric's office pursuant to the written
instructions provided by the City Clerk.
ARTICLE 8--GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or
conditions of this Agreement the prevailing Party shall, in addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of in-house counsel by a Party.
8.2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement.
8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other
documents developed by Consultant in connection with its performance of the Services,
and any copyright interest in such documents, shall become the property of City and shall
be delivered to City upon completion of the Services, or upon the request of City. Any
reuse of such documents, and any use of incomplete documents, shal I be at City's sole
risk.
8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor its agents shall have
control over the conduct of Consultant or Consultant's employees, except as herein set
forth. Consultant shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Consultant are for its account
only, and in no event shall Consultant or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Consultant
shall have no authority, express or implied,to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority, express or implied, to
bind City to any obligation.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City. This Agreement may be terminated
by City, in its sole discretion, by providing not less than five (5) days prior written notice
to Consultant of City's intent to terminate. If this Agreement is terminated by City, an
adjustment to Consultant's compensation shall be made, but (1)no amount shall be
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allowed for anticipated profit or unperformed Services, and (2) any payment due
Consultant at the time of termination may be adjusted to the extent of any additional costs
to City occasioned by any default by Consultant. Upon receipt of a termination notice,
Consultant shall immediately discontinue its provision of the Services and, within five (5)
days of the date of the termination notice, deliver or otherwise make available to City,
copies (in both hard copy and electronic form, where applicable) of project related data,
design calculations, drawings, specifications, reports, estimates, summaries and such
other information and materials as may have been accumulated by Consultant in
performing the Services. Consultant shall be compensated on a pro-rata basis for Services
completed up to the date of termination.
8.6 Consultant shall maintain books, ledgers, invoices, accounts and other records and
docu rents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Consultant.
8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained
herein, and any prior negotiations, written proposals or verbal agreements relating to such
matters are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
8.9 If one or more of the sentences, clauses, paragraphs or sections contained in this
Agreement is declared invalid, void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or
sections contained herein, unless to do so would deprive a Party of a material benefit of
its bargain render this Agreement.
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IN WITNESS WHEREOF, duly authorized rel)re:sentatives of City and Consultant have signed
in confirmation of this Agreement.
CITY CSF' I EQLANDS Davis Farr LLP
_..
By:
r _._.
. � w.
N. F n Martinez, City Pvlat a� �ularcus D, Davis Partner
Attest:
San? Irwin, dtty dlerk
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EXHIBIT "A"
Scope of Services
ct I DavisFarr Davis Farr LLP
2301 Dupnril Drive I Suite 2001 Irvine,CA 92012
CERTIFIED PUBLIC ACCOUNTANTS Main:9a9.d7a.20201 Fax;9-tf3.'263-5520
August 1, 2016
Ms, Tina Kundig
Finance Director
City of Redlands
35 Cajon Street, Suite 30
Redlands, California 92373
RE: INFRASTRUCTURE UPDATE FOR THE YEAR ENDED JUTE 30, 2016
Dear Ms. Kundig:
Davis Farr LLP (Davis Farr) is pleased to respond to your request to continue to provide
updated infrastructure records for the year ended ,lune 30, 2016 for the City of Redlands (City).
The scope of the work is as follows:
City will identify all City capital projects accepted by the City Council between July 1,
2015 and June 30, 2016. We request a copy of City Council bid document and a copy of
the plans for each project.
® City will identify all developer projects accepted by the City between July 1, 2015 and
June 30, 2018,
Davis Farr will update the City's detailed infrastructure inventory for the year ended June
30, 2016 based solely upon the information provided by the City.
Davis Farr will calculate accumulated depreciation and depreciation expense as of and
for the year ended June 30, 2016.
Davis Farr will provide a report documenting the additions and deletions in infrastructure
assets for the year ended June 30, 2016.
We are available to begin work immediately. Based upon the availability of City staff and
records, we anticipate completion of the project will take approximately three weeks. Upon
acceptance by the City,we will finalize the report.
Davis Farr will provide GASB 34 infrastructure inventory update services for the year ending
June 30, 2016 to the City of Redlands for a fixed fee of$9,600. This fixed fee is inclusive of all
travel and out-of-pocket expenses. We will invoice the City monthly for services rendered
throughout the life of the project. Should the City elect not to identify the City and developer
projects to be capitalized, then we will provide the City with a revised estimate of our services.
- 1 -
Ms. Tina Kundig
Finance Director
City of Redlands
August 1, 2016
If the foregoing is in accordance with your understanding, please sign the copy of this fetter in
the space provided and return it to us.
Sincerely,
DAVIS FARR LLP
Marcus D. Davis
Partner
Accepted:
CITY OF REDLANDS
By:
Title:
Date:
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