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HomeMy WebLinkAboutContracts & Agreements_183-2007_CCv0001.pdf ten years to build these bridges with all the environmental problems and he was delighted for the recognition. CONSENT CALENDAR Minutes - On motion of Councilmember Gilbreath, seconded by Councilmember Gil, the minutes of the regular meeting of October 2, 2007, were approved as submitted. Bills and Salaries - On motion of Councilmember Gilbreath, seconded by Councilmember Gil, payment of salaries and bills was acknowledged. Contract - Recruitint! Services - On motion of Councilmember Gilbreath, seconded by Councilmember Gil, the City Council unanimously approved a contract with Bob Murray & Associates for executive recruiting services for the position of Community Development Director. Planning Commission Actions - On motion of Councilmember Gilbreath, seconded by Councilmember Gil, the report of the Planning Commission meeting held on October 9, 2007, was acknowledged as received. I Agreement - General Plan Update - Community Development Director Shaw responded to several questions from Councilmember Gilbreath. Councilmember Gilbreath also asked staff to schedule huge magnitude items as "New Business" rather than on the "Consent Calendar." City Manager Martinez said he would prepare an information item for the City Council establishing guidelines for "Consent Calendar" matters. Councilmember Gilbreath moved to approve an agreement with Dyett & Bliatia in the amount of S947,935.00 for professional consulting services to prepare a comprehensive General Plan Update and authorized the Mayor to execute, and the City Clerk to attest to, the document on behalf of the City. Motion seconded by Councilmember Gallagher and carried unanimously. Density Bonus Housing Agreement - Housing Authority Partners 1. Inc. - Responding to Councilmember Gil's question, Community Development Director Shaw stated staff was,close to coming to an agreement with Housing Authority Partners 1, Incorporated. Interim Redevelopment Agency Director Dukett reported comments were received from the Housing Authority Partners 1, Incorporated's attorney on Monday. Councilmember Gil moved to acknowledge receipt and ordered filed the staffs report on the status of the density bonus housing, agreement with Housing Authority Partners 1, Incorporated in which staff anticipates the agreement will return to the City Council for the meeting of November 6, 2007. Motion seconded by Councilmember Gallagher and carried unanimously. October 16, 2007 Page 2 AGREEMENT TO FURNISH EXECUTIVE RECRUITMENT SERVICES This agreement to furnish executive recruitment services ("Agreement") is made and entered into this 16th day of October, 2007 (-Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Bob Murray & Associates ("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 executive recruitment services in connection with City's recruitment of a Community Development Director(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 similar types of Services. ARTICLE 2 - SERVICES OF CONSULTANT 2.1 The Services which Consultant shall perform are more particularly described in Exhibit "A," entitled "Proposal to Conduct Executive Recruitment," which is attached hereto and incorporated herein by this reference. 2.2 Consultant shall comply with all applicable Federal, State and local laws and regulations in the performance of this Agreement including, but not limited to, the Americans with Disabilities Act and the Fair Employment and Housing Act. 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 Tina Kundig 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. DJM\Agrec',Bob Murray CD Director 10,112/200', 3:51 PM ARTICLE 4 - PERFORMANCE OF SERVICES 4.1 Consultant shall perform the Services in a prompt and diligent manner and in accordance with the schedule set forth in Exhibit"A." 4.2 At any time during the term of this Agreement, City may request that Consultant perform Extra Services. As used herein, "Extra Services" means any work which is determined necessary by City for the proper completion of the Services, but which the Parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Provided the Extra Work does not exceed twenty percent (20%) of the compensation to be paid by City to Consultant for the Services, such Extra Work may be agreed to by the Parties, by written amendment to this Agreement, executed by City's City Manager. Consultant shall not perform, nor be compensated for, Extra Work without such written authorization from City. ARTICLE 5 - PAYMENTS TO CONSULTANT 5.1 City shall pay Consultant the sum of Fifteen Thousand Dollars ($15,000) as compensation for the Services. In addition to such compensation, City shall reimburse Consultant for expenses incurred in performing the Services in an amount not to exceed Five Thousand Five Hundred Dollars ($5,500). Reimbursable expenses include costs of travel, clerical support, placement of ads, criminal and civil background checks, education verification, newspaper search. , postage, printing, photocopying and telephone charges. 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 a description of reimbursable expenses, if any. City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice, provided the Services reflected in the invoice were performed to the reasonable satisfaction of City in accordance with the terms of this Agreement, provided that all expenses, rates and other information set forth in the invoice are consistent with the terms and conditions of the Agreement. 5.3 All notices shall be given in writing by personal delivery or by United States mail. Notices sent by mail should be addressed as follows: City Consultant N. Enrique Martinez Bob Murray City Manager Bob Murray&Associates City of Redlands 1677 Eureka Road, Suite 202 P.O. Box 3005 Roseville, CA 95661 Redlands, CA 92373 Tel: (916) 784-9080 DJM'%Auee\Bob Murray CD Director 2 10/12,12007 3:51 PM, When so addressed, such notices shall be deemed given upon deposit in the United States Mail. zn Changes may be made in the names and addresses of the person to who notices and payments are to be given by giving notice pursuant to this section 5.3. ARTICLE 6 - INSURANCE AND INDEMNIFICATION 6.1 All 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 all 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. All insurance policies shall include a provision prohibiting cancellation of the policy except upon thirty (30) days prior written notice to City. 6.2 Workers Compensation and Employer's Liability. A. Consultant shall secure and maintain Workers Compensation and Employer's Liability insurance throughout the duration of this Agreement in accordance with the laws of the State of California, with an insurance carrier acceptable to City. B. Consultant expressly waives all rights to subrogation against City, its elected officials, officers and employees for losses arising from work performed by Consultant for City by expressly waiving Consultant's immunity for injuries to Consultant's employees and agrees that the obligation to indemnify, defend and hold harmless provided for in this Agreement extends to any claim brought by or on behalf of any employee of Consultant. This waiver is mutually negotiated by the Parties. This waiver shall not apply to any damage resulting from the sole negligence of City, its employees or agents. To the extent any of the damages referenced herein were caused by or resulted from the concurrent negligence of City, its agents or employees, the obligations provided herein to indcmnify, defend and hold harmless are valid and enforceable only to the extent of the negligence of Consultant, its officers, agents and employees. 6.3 Hold Harmless and Indemnification. 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 Consultant's and its officers', employees' and agents' sole negligent acts or omissions in performing the Services. 6.4 Assignment. Consultant is expressly prohibited from assigning any of the Services without the express prior written consent of City. In the event of agreement by the Parties to assign a portion of the Services, Consultant shall add the assignee as an additional insured and provide City with the insurance endorsements required by this Agreement prior to the performance of any Services by the assignee. Assignment does DJN1'1,Agrec11301}Murrav CD Director 3 10112/2007 3:51 I'm not include printing or other customary reimbursable expenses that may be provided for in this Agreement. 6.5 Comprehensive General Liability Insurance. 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($1,000.000) 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. Such insurance shall be primary and non-contributing to any insurance or self- insurance maintained by City. 6.6 Professional Liability Insurance. 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. 6.7 Business Auto Liability Insurance. 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-owned vehicles, and employee non- ownership vehicles. Such insurance shall be primary and non-contributing to any insurance or self insurance maintained by City. City shall be named as an additional insured. ARTICLE 7-CONFLICTS OF INTEREST 7.1 Consultant covenants and represents that it does not have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the geographical area covered by this Agreement or any other source of income, interest in real property or investment which 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 perforin 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 or participate in: (i) the making or any governmental decisions regarding approval of a rate, rule or regulation, or the adoption or enforcement of laws; (ii) the issuance, denial, suspension or revocation of permits, licenses, applications, certifications, approvals, orders or similar authorizations or entitlements, DJM'VXgree\Bob Murray CD Director 4 10/12/20077 3:51 PM (iii) authorizing City to enter into., modify, or renew a contract; (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 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 all 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 In the event City officially 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 subject Form 700 with the City Clerk's office pursuant to the written instructions provided by the Office of the City Clerk. ARTICLE 8 -GENERAL 8.1 Attorneys' Fees. 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 Prohibition Against Assignment. 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 and Records. All documents, records, drawings, designs, cost estimates, electronic data files, databases and 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 Independent Contractor Status. Consultant is for all purposes under this Agreement an independent contractor and should perform the Services as an independent contractor. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as herein set forth. Consultant shall supply all tools and instrumentalities required to perform the Services. All personnel employed by DJMAare6Bob Murray CD Director 5 1011212007 3:51 PM Consultant are for its account only, and in no event shall Consultant or any 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 Termination. A. Unless earlier terminated, as provided for below, this Agreement shall terminate upon completion and acceptance of the Services by City. B. This Agreement may be terminated by City, in its sole discretion, by providing five (5) business days prior written notice to Consultant (delivered by certified mail, return receipt requested) of City's intent to terminate. C. 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. D. Upon receipt of a termination notice, Consultant shall immediately discontinue its provisions 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 any 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 Books and Records. Consultant shall maintain any and all books, ledgers, invoices. accounts and all 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 all reasonable times for examination by City at the office of Consultant. 8.7 Entire Agreement/Amendment. 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 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. DJM\Agree\flob Murray CD Director 6 10!1212007 3:51 I'M 8.9 Severability. 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 any of 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. IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS By: Jon Harrison, Mayor Attest: City Clerk BOB MURRAY&ASSOCIATES By: Bob Murray DJMV\Aeree','Bob Murray CD Director 7 10112/2007 3:51 PM