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HomeMy WebLinkAboutContracts & Agreements_220-2017 f AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for an evaluation of the City's existing Household Hazardous Waste Program ("Agreement") is made and entered in this 17th day of October, 2017 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and R3 Consulting Group ("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 perforin a professional evaluation of the City's existing Household Hazardous Waste Program services for City's Quality of Life Department(the"Services") 12 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 21 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 22 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 32 City designates Chris Boatman, Quality of Life 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 41 Consultant shall perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit"B," entitled "Project Schedule," which is attached hereto and incorporated herein by reference The Services shall commence within ten(10) days of the Effective Date of this Agreement l-%caldpn\Agreements\R3 Consulting Group Professional Services Agreeraent.doc 42 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 City Council adopted policy for the same It shall be the obligation of Consultant to obtain a copy of such policy from City Staff ARTICLE 5—PAYMENTS TO CONSULTANT 51 The total compensation for Consultant's performance of the Services shall not exceed the amount Forty Four Thousand One Hundred Twenty Five Dollars ($44,125) City shall pay Consultant on a time and materials basis up to the not to exceed amount, in accordance with Exhibit "C" entitled "Project Costs and Houily Rates " Exhibit "C" is attached hereto and incorporated herein by this reference 52 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month Consultant's invoices shall include a brief description of the Services performed,the dates the Services were performed, the number of hours spent and by whom, and a description of reimbursable expenses related to the project City shall pay Consultant no later than thirty(3 0) days after receipt and approval by City of Consultant's invoice 53 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 mail, 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 Cm Consultant Chris Boatman, Director Richard Tagore-Erwin Quality of Life Department Principal City of Redlands 1512 Eureka Road, Suite 220 35 Cajon Street, Suite 222 Roseville, CA 95661 PO Box 3005 (mailing) Redlands, CA 92373 ARTICLE 6—INSURANCE AND INDEMNIFICATION 61 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 11ca\djin\AgreeinentsW Consulting Group Professional Services Agre to ttent.doc L P provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement 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 62 Workers' Compensation and Employee'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 "D," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herem by this reference prior to performance of the Services 63 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 64 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 65 Consultant shall secure and maintain business auto liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single linut 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 66 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 71 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 mannei 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 11caWJinlAgreeinents\R3 Consulting Group Professional Services Agree nent.doc 72 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 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 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 87302 73 In the event City 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 Clerk'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 Parry 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 82 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 83 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, shall be at City's sole risk 84 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 h 1 Icaldlm\Agreements\R3 Consulting Group Professional Services Agreement.doc b T 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 85 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 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 86 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents 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 87 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 89 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 under this Agreement 1 IcaldjmlAgreements\R3 Consulting Group Professional Services Agree nent.doc IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF REDLANDS NAME By + By VAV Paul W Foster,Mayor Richard Tagore-Erwin, Principal Attest JAieDonaldson�, City Clerk I 1ca1djm\Agreements\R3 Consulting Group Professional services Agreement.doc EXHIBIT "A" SCOPE OF SERVICES Task 1 —Information Request and Project Kick-off Meeting Deliverables ➢ One(1) Information Request memorandum to City and County, ➢ One (1) in-person meeting with key Project Team staff and City/County stakeholders, and ➢ One (1) full day of site visits to review HHW operations, which may include the City Fire HHW facility, disposal/recycling facility, up to two County drop-off sites, County transportation, and/or San Timoteo Landfill Task 2—Evaluate Current Program Operations and Cost Deliverables ➢ One (1) memorandum detailing our comprehensive analysis of operational and administrative costs, comparison to County programs, and findings of the HHW Program's current conditions, ➢ One (1) follow-up phone meeting to discuss Task 2 results with the City, and ➢ Finalizing the memorandum and submittal to the City Task 3 —Identify Potential Changes to Current Program Deliverables ➢ One (1)memorandum including a List of Potential Changes to Program, Impacts and Solutions for City consideration in Draft and Final HHW Program Report developed in Task 5, ➢ Identified sources of potential funding, to be discussed with City and included in Final Report, ➢ An online link for one(1)residential survey of five to ten questions, to be distributed by City online, and ➢ Up to five(5)phone/web interviews with City Fire staff, County staff and/or other key stakeholders Task 4—Provide City Draft and Final Report of Findings and Recommendations Deliverables ➢ One(1)Draft HHW Program Report, ➢ One(1) Final HHW Program Report, ➢ Attendance at up to two (2) in-person City Council/other in-person meetings, as requested by the City, and ➢ One(1) PowerPoint presentation summarizing oui findings and recommendations, for use in City Council and/or other mceting(s) 11ca1djmlAgreements\R3 Consulting Group Professional Services Agree nent.doc EXHIBIT "B" PROTECT SCHEDULE TASK. ESTIMATED ESTIMATED START DATE COMPLETION..DATE Information Request& Project Kick-off 1 Meeting 1-Nov-17 1-Dec 17 Evaluate Current Program Operations and 2 Cost 1-Dec-17 15-Jan-18 3 Identify Potential Program Enhancements 15-Jan-18 15-Mar-18 Provide City Draft and Final Report of 4 Findings and Recommendations 15-Mar-18 1-May-18 Plcaldjin\Agreements\R3 Consulting Group Professional Services Agre n ent.doc EXHIBIT "C" PROJECT COSTS AND HOURLY RATES CategoryHourly Rate -'E R3 Consulting Group,Inc, Principal J Project director $205 per hour Senior Project Manager $185 per hour Project Manager $160 per hour Senior Project Analyst $145 per hour � I € Anal st Project I � y i $135 per hour Associate Analyst_ _ $120 per hour i s E Administrative Support $100 per hour Svveetser&Associates,Inc Principal $170 per hour i REIMBURSABLE COSTS(Included in hourly rates) [ Consultants/Subcontractors Cast plus 10% Lodging and meals Direct cast Travel—Private or company car $0 535 per mile i Travel—Other Direct cost Delivery and other expenses Direct cost 1 1caldjm\Agreeinents\R3 Consulting Group Professional Services Agreernent.doc EXHIBIT "D" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State (b) By securing from the Director of Industrial Relations, a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers, which may be given upon furnishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to Ins or her employees CHECK ONE I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or pennitted under this Agreement. (Labor Code §1861) I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California However, at any time, if I employ any person such that I become subject to the workers' compensation laws of California, immediately I shall provide the City with a certificate of consent to self-insure, or a certification of workers' compensation insurance I certify under penalty of penury under the laws of the State of Califorma that the information and representations made in this certificate are true and correct R3 CONSULTING GROUP Date By r4� e/� Richard Tagore-Erwin, Principal U'ca\djmlAgreements\R3 Consulting Group Professional Services Agre� ement.doc