HomeMy WebLinkAboutContracts & Agreements_136-2012_CCv0001.pdf AGREEMENT TO PERFORM CONSULTING SERVICES RELATING TO
OPERATIONS AT THE DLANDS MUNICIPAL AIRPORT
This amement fist the provision of consulting services relating to operations at the Redlan&
Municipal Airport(-Agreement")is made and entered into this 15L%day of August,2012("Effective
Date"),by and between the City of Redlands,a municipal corporation("City")and AeroComply,
[tic.("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 I -ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to perform consulting services relating to operations at the
City of Redlands Municipal Airport.(the "Services"'
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The Services shah 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.
&fkTIC LE2-SERVICES OF CONSUUTANT
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.
12 Consultant shall comply with applicable federal,state and local laws and regulations in
the performance of this Agreement including,but not limited to,the Americans with
Disabilities Act,the Fair Employment and Housing Act and prevailing wage laws.
ARTICLE 31 -RESPONSIBILl"HES OF CITY
3,1 City shall make available to Consultant information in its possession that may assist
Consultant in perfonning the Services,
3 21 City designates Fred Cardenas,City's 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 perfort-nance of the Sers,ices.
ARTICLE 4-PERFORMANCE OF SERVICES
4A The Services shall be completed within t-wenty(20)days frorn and after the Effective
Sate of this Agreement,
4.2 If Contractor's Services include deliverable electronic visual presentation materials,such
materials shall he delivered in a fortn,and made available to the City,consistent with.
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Profi-�-siana I Strviiccs Agreetmem!8,11,12-d
City Council adopted policy for the sense. it shall be the obligation ofContractor to
obtain a copy of such policy from Cit, `staff'.
.3 During the term of this Agreement,City may request that Contractor perform Extra
Services.As used herein,"Extra Services"means any work that is determined necessary
by City for the proper completion of the Services,but which the Parties did not
reasonably=anticipate mould be necessary at the time of execution of this Agreement.
Provided the Extra Services do not exceed twenty percent(20%)of the compensation to
be paid by City to Contractor for the Services,such Extra Services may be agreed to by
official in accordance with Chapter 2.1 of the Redlands Municipal Code,Contractor
shall not perform..nor be compensated for, Extra'services ithout such written
authorization from City.
ARTICLE 5-PAYMENTS TO CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall be Four Thousand
Nine Hundred Seventy, five Dollars($4,9775).
5.2 Consultant shall submit an invoice to City describing the Services performed upon
Consultant's completion of the services,and a description of reimbursable expenses related
to the Services. Cavity shall flay Consultant no later than thirty, 130 days after receipt and
approval by City of Consultant's invoice.
5.3 All notices shall be given in writing by personal delivery or by snail. Notices sent by mail
should be addressed as follows:
L�y Consultant
Fred Cardenas Brian D.Cook
Quality of Life Director CEO
City of Redlands z eroC omply, Inc.
P.O.Box 3005 P,O. Box 94373
Redlands,Cr' 92373 Albuquerque,NM 87198
When so addressed,such notices shall be deemed given upon deposit in the United Mates
-Mail. Changes may be made in the names and addresses of the person to whom notices and
payments e to be given by giving notice pursuant to this sections 5.3.
Aft flCLE Cs m INSURANCE ANl INDEMNIFICATION
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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 required insurance listed below is obtained by Consultant.Consultant shall provide
City with certificates of insurance and endorsements is evidencin uch insurance prior to
commencement of Services. Insurance policies shall include a provision prohibiting
cancellation or modification of the policy except upon thirty(30)days' prior written
notice to City,provided,ho"ever,the policies shall allow for tent f 10days notice for
cancellation to City due to non-payment of premium,
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6.2 Consultant shall secure and maintain Workers' Compensation and Employer's Liability
insurance throughout the duration of its performance of the Services 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.
63 Consultant shall secure and maintain in force throughout the Term of this Agreement
comprehensive general liability insurance with carriers acceptable to City. Minimum
coverage of One Million Dollars($1,000.1000)per occurrence and Two Million Dollars
($2,000,000)aggregate for public liability,property damage and personal injury is
re City, shall be named as an additional insured and the insurance policy shall
include a provision prohibiting modification of coverage limits or cancellation of the
policy except upon thirty('10)days prior written notice to City. Such insurance shall be
primary and non-contributing to any insurance or sell'-insurance maintained by City.
6A Consultant shall have business auto liability coverage.with minimum limits of One
Million Dollars($1,000,000)per occurrence,combined single limit for 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-
owrted 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,
6.5 Consultant shall defend, indentrubv 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,omission or failure to act by Consultant, its officers,employees and
agents in performing the Services.
ARTICLE 7-CONFLICTS OF INTEREs'r
T1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be,the subiect 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.
T2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
ADoes not make or participate in:
(i)the making or any.City governmental decisions regarding approval of a rate,
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rule or regulation,or the adoption or enforcement of laws;
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(ii)the issuance,denial, suspension or revocation of City permits,licenses,
applications,certifications,approvals,orders or similar authorizations or entitlements,
(iii)authorizing City to enter into,modify or renew a contract;
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(iv)granting 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)granting City approval to a plan,design,report,study or similar item;
(vi)adopting,or granting City approval of,policies,standards or guidelines for
City or for any sub-division thereof.
B. Does not serve in a staff capacity with City and in that capacity,participate in
making a govemmental 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 87301
1.3 In the event City determines that Consultant must disclose its financial interests by
completing and filing a Fair Political Practices Commission Form 700,Statement of
Economic Interests.Consultant shall file the ser eject Forin 700 with the City Clerk7s
office pursuant to the written instructions provided by the Office of 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,
U 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.
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83 Records,drawings,designs,cost estimates,electronic data files,databases and any other
documents developed by Consultant M 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 arty 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 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
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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,
M This Agreement may be terminated by City, in its sole discretion, by providing thirty (30)
days'prior Amitten notice to Consultant(delivered by certified mail,return receipt
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 unperfonned Services,and(2)any payment due
Consultant at the time of termination may be achusted 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 design
calculations.drawings,specifications,reports,estimates,summaries and such other
information and materials as may have heen 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,
&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 he available at reasonable times
for examination by City at the office of Consultant.
8.7 This Agreement, including the Exhibit 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,an
amendment to this Agreement shall be in writing,approved by City and signed by, City
and Consultant,
9.9 This Agreement shal I be governed by and construed in accordance wA 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 sarae 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,ol'a material benefit of
its bargain under this Agreement,
PnAb5siunal Scrviim,, agave eimerit 8-13.12,doc
IN WITNESS WHEREOF,duly authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS AEROCOMPLY, INC.
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Tina T. Kundig z Briant D,Cook,CEO
Finance Director/City "treasurer
Attest:
Baru Iri�CayyC,
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EXHIBIT "A"
SCOPE OF SERVICES
Descriplion
The Redlands Municipal Airport is a public use,uncontrolled airport operating a single bi-directional runway,8,and 26,
Hangars and facilities are located on the south side of the active runway,and open undeveloped space exists on the north
side of the active runway-The traffic panem appear-,(based on the tetrahedron markers)to be Right traffic on runway 26,
and Left traffic on runway 8(directing arrivingldeparting aircraft over the undeveloped area).
In response to a compliant made by community residents,the City of Redlands.CA is requesting a review of airport
operations for the Redlands Municipal Airport(KREI), As prescribed under Title 14,Code of Federal Regulations,part
150,the City of Redlands has responsibility for managing compliance with airport operations'.including safety regulations
for public airports,and airport noise compatibility planning considerations as provided under 14 CFR 150. It is noted in the
communication from Mr.Cross(Operations Superintendent,City of Redlands)that some aircraft(helicopters)seem to be
operating a traffic pattern on the south side of the airticirt,which appears to he inconsistent with the pattern markings of the
tetrahedron.
The purposwe of this project is to observe and report all airport flight operations for a period of five(5)days. In order to
further evaluate the airport operator's regulatory and civil liability and exposure,we will likely recommend a follow-on
review of the airport operations manual and any safety and compliance procedures currently in place.We also will likely
recommend an'-in-depth analysis of the Redlands Airport compliance status to all applicable Federal and State rules,as well
as the development of a Safety Mapagement System(SMS)to promote future compliance,en-gage the resident aircraft
operator population,establish a rapport with the local Flight Standards District Office,defend itself against incriminating
complaints,and restore credibility and gtract will among the local residential population,
Under the definitions and t of this statement of work(deliverable
deliverable below),Aero Comply., Inc.will dedicate the
necessary resources and expertise to review the requisite processes and procedures of a functional.compliant operational
environment(under 14 CFR Chapter L Subchapter I-Airports).
Implied,and indeed inferred by this Proposal is a commitment to ensure that any submitted compliance docum citation will
garner the full support and approval of the responsible FAA Flight Standards District Office(aka Certificate Holding
District Office-)and any assigned FAA Principal Inspector,and one which will fully preserve FAA confidence in continued
operations of the Redlands Municipal Airport(KREI),
Defiverables
The foil items are the defiverables that oreroCornEly is committing to the Client,
lient Products&Services Tenns Rate Qty
• Observe and report all airport flight operations at
the Redlands Municipal Airport(BREI)
o Report on finJings
o High level analysis of observed an m1 ,r1t FFP 54,975.00
operations Includes all travel and
is High level analysis owan
f essed or other FFP expences
potential violations (Firm Fixed (Discounted from _5 Days
o Recornmenda-tions of further actions Price) standard $165 per
o Recornmendat ions for communications to: hour.,
• Local FAA FSDO
• Surrounding community
• Airport tenants
• Airport employees
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EXHIBIT iii"
WORKERS'COMPENSATION INSURANCE CERTIFICATION
TO PERFORM FOR THE CITY OF REDLANDS
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 emplayer 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 §1$61),
AEROCOMPLY,INC,
A
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VA
Bv
Brian D.Cook,CEO. Date: QJ
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