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HomeMy WebLinkAboutContracts & Agreements_18-2018AGREEMENT TO PERFORM PROFESSIONAL PLANNING SERVICES This agreement for the provision of on-call and as needed planning consulting services ("Agreement") is made and entered in this 6h day of February, 2018 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and The Altum Group, a California corporation ("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 on call and as needed planning consulting services for City (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. 1.3 The term of this Agreement is February 7, 2018, through June 30, 2018 (the "Initial Term"). The City shall have the option to extend the Initial Term of this Agreement by one (1) additional one-year term (the "Extended Term"), on the same terms and conditions, by providing written notice to Contractor at least thirty (30) days prior to the expiration of the Initial Term. The Initial Term and the Extended Term are together referred to herein as the "Term." 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 the Services. ARTICLE 3 — RESPONSIBILITIES OF CITY 3.1 City shall make available to Consultant public information in its possession that may assist Consultant in performing the Services. 3.2 City designates Brian Desatnik, Development Services Department 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. 1 I:%caldjm1Agreements%The Altum Group Agreement 2018.doex ARTICLE 4 — PERFORMANCE OF SERVICES 4.1 Consultant shall perform and complete the Services in a prompt and diligent manner, in the time frame requested by City. 4.2 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to 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 5.1 The total compensation for Consultant's performance of the Services for the Term of this Agreement shall not exceed the amount of fifty thousand dollars ($50,000). City shall pay Consultant on a time and materials basis up to the not to exceed amount, at the hourly rate of one hundred twenty dollars ($120.00). 5.2 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, and the number of hours spent and by whom. City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice. 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 mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Parry may provide notice in accordance with this section: City of Redlands Brian Desatnik, Director Development Services City of Redlands P.O. Box 3005 Redlands, CA 92373 2 I:Icaldjm\AgreementslThe Alum Group Agreement 2018.doex Consultant Michael Peroni, President The Altum Group 73-710 Fred Waring Dr., Suite 219 Palm Desert, CA 92260 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 commencement of the Services. Insurance policies shall include a provision prohibiting cancellation of the policy except upon thirty (30) days prior written notice to City, ten (10) days' notice if cancellation is due to nonpayment of premium. 6.2 Consultant shall secure and maintain Workers' Compensation and Employer's Liability insurance in accordance with the laws of the State of California, with an insurance carrier acceptable to City as described in Exhibit "B," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference. 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,OQO,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 and Two Million Dollars ($2,000,000) annual aggregate. 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 the 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 and negligent act, omission or failure to act by Consultant, 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 3 I:Icaldjm\Agreements\The Altum Group Agreement 2018.docx 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 a designated employee within the meaning of the Political Reform Act because Consultant serves in a staff capacity with City and, in that capacity, participates in making a governmental decision or otherwise performs 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. 7.3 Consultant shall be responsible for disclosure of its financial interests as required by law, and Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, as required by law, 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 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 Documents, 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. 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 of 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 This Agreement may be terminated by City, in its sole discretion, by providing ten (10) days prior written notice to Consultant (delivered by certified mail, return receipt 4 I:1caldjm\Agreements\The Altum Group Agreement 2018.doex requested) 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. 8.6 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. 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. 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. 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. IN WITNESS WHEREOF, duly authorizes representative of the City and Consultant have signed in confirmation of this Agreement. CY OF REDL S B Paul Barich, Mayor Pro Tempore ATTEST: anne Donaldson, City Clerk 5 I:1caldjm\Agreements\The Altum Group Agreement 2018.docx THE ALTUM GROUP By: ;? Michael Peroni, President Exhibit "A" Scope of Services: Consultant will provide planning related consulting services on an as needed basis, including, but not limited to, staffing the One Stop Permit Center, reviewing minor project applications, and assisting full-time staff with research. 6 I:1ca1djm\Agreements\The Altum Group Agreement 2018.docx Exhibit "B" 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 in one or more insurer 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 his or her employees. 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 of this Agreement. (Labor Code § 1861). THE ALTUM GROUP By: Michael Peroni, President 7 I \ca\djm\Agreements\The Altum Group Agreement 2018.docx 7-/ jrCj Date: