HomeMy WebLinkAboutContracts & Agreements_179-2008_CCv0001.pdf ti AGREEMENT TO FURNISH PROFESSIONAL, SERVICES
This agreement for professional services ("Agreement") is made and entered into this 30th day
of October, 2008 ("Effective Date"), by and between the City of Redlands, a municipal corporation
("City") and Diehl, Evans & Company, 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 perform a review and audit of City's Fire and Police
Departments "overtime" practices, policies and procedures (the "Services"). The specific
Services which Consultant shall perform are more particularly described in Exhibit "A,,,
entitled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
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 Consultant shall comply with all applicable Federal, State and local laws and regulations in the
performance of its obligations under this Agreement including, but not limited to, the
Americans with Disabilities Act and the Fair Employment and Housing Act.
ARTICLE 2 - RESPONSIBILITIES OF CITY
2.1 City shall mare available to Consultant information in its possession that may assist Consultant
in performing the Services.
ARTICLE 3 -,PAYMENT AND NOTICE
3.1 City shall compensate Consultant for the Services on a time and material basis and in
accordance with the rates identified in. Exhibit `B" which is attached hereto and incorporated
herein by this reference, and up to an amount not to exceed the sum of Nineteen Thousand
Nine Hundred Dollars ($1.9,900). If Consultant estimates that the total charges will exceed
$1.9,900, Consultant will advise City of the additional estimated charges and request City
approval for such charges. Consultant will not provide professional services in excess of
$1.9,900 without the approval of City.
3.2 Payments by City to Consultant shall be made within thirty(30)days after receipt and approval
by City of Consultant's invoice, by warrant payable to Consultant. Invoices shall be sent to
City on a monthly basis. 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, if any. Expenses to be reimbursed include travel,
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lodging, subsistence, overnight courier, conference calls, and computer and fax transmission
charges.
3.3 All notices shall be given in writing by personal delivery or by mail. Notices, sent by mail
should be addressed as follows:
City: Tina T. Kundig
Finance Director/City Treasurer
City of Redlands
PO Box 3405
Redlands, CA 92373
Consultant: William S. Morgan
Director of Consulting Services
Diehl, Evans & Company, LLP
5 Corporate Park, Suite 100
Irvine, CA 92606-5093
When so addressed, such notices shall be deemed given upon deposit in the United States Mail.
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.
ARTICLE 4 - INSURANCE AND INDEMNIFICATION
4.1 Insurance; generally. 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.
4.2 Workers' Compensation and Employer's Liability. 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.
4.3 Hold Harmless and Indemnification.
a. 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
attorney's 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 sole negligent omissions in performing the Services.
b. City shall defend, indemnify and hold harmless Consultant and its officers., employees
and agents from and against any and all claims, losses or liability. including attorney's
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fees, arising from injury or death to persons or damage to property occasioned by City
and its elected officials, employees and agents sole negligent acts or sole negligent
omissions.
4.4 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.
4.5 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.
4.6 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 5 - GENERAL CONSIDERATIONS
5.1 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 use of in-house counsel by a
Party
5.2 Consultant shall not assign any of the Services to be performed under this Agreement, except
with the prior written approval of City and in strict compliance with the terms, provisions and
conditions of this Agreement.
5.3 All documents, records, drawings, designs, cost estimates, electronic data files, databases., and
other documents developed by Consultant pursuant to this Agreement, 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 will be at City's sole risk.
5.4 Consultant is for all purposes an independent contractor. Consultant shall supply all tools and
instrumentalities required to perform the Services. All personnel employed by 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.
5.5 Unless earlier terminated, as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City.
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5.6 This Agreement may be terminated by either party, in its sole discretion and without cause, by
providing thirty (30) business days' prior written notice to the other party (delivered by
certified mail, return receipt requested) of intent to terminate.
5.7 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.
5.8 Upon receipt of a termination notice, Consultant shall immediately discontinue all services
affected, and within five (5) business 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 required by this Agreement. Consultant shall be
compensated on a pro-rata basis for work completed up until notice of termination.
5.9 Consultant shall maintain books and accounts of all payroll costs and expenses related to the
Services. Such books shall be available at all reasonable times for examination by City at the
office of Consultant.
5.10 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.
5.11 This Agreement shall be governed by and construed in accordance with the laws of the State of
California.
5.12 The liability of Consultant (including officers, directors, employees, agents, affiliates, and
parent companies) for damages resulting from a breach of Consultant's obligation to perform
the Services shall be limited to the amount of fees paid pursuant to City in the calendar year in
which the breach occurred.
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IN WITNESS WHEREOF, dulyauthorized representatives of the Cit and Consultant have
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signed in confirmation of this Agreement.
CITY OF REDLANDS
Tina T. Kundig
Finance Director
ATTEST:
B
,t�e Poyzer
Clerk
DIEHL. EVANS & COMPANY, LLP
v: "a
William S. Morgan
Director of Consulting Services
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Exhibit"A"
SCOPE OF SERVICES
I Review of the City's current written policies and procedures regarding the payment of overtime for
the Fire and Police departments and how existing practices for'vacation and sick leave,
compensatory time off., the use of applicable time banks, and other factors may impact overtime;
2. Review of Memorandums of Understanding (MOUs)and other agreements between the City and
its Fire and Police employee associations for policies or practices related to overtime pay
(including, but not limited to, court/call back pay, overtime pay for Police Duty—Other than
Municipal Duty, and overtime for Paramedic Recertification);
3. Review of policies and practices relating to overtime pay of the Fire and Police departments.,
including, but not limited to, the following:
a) Minimum staffing levels and whether such levels exceed the fixed number of employees
assigned to the department,
b) Use of overtime to cover shifts of employment positions that concurrently take leave time:
c) Whether particular employment positions of either department exhibit a high percentage of
overtime use compared to base pay for the position:
d) How vacation and other requests for leave are monitored and approved;
e) Whether authorized overtime has significantly changed from prior years:
f) Whether the City is billing other entities, when appropriate, for overtime that has been
incurred.
4. Testing of the computation of overtime pay for a random sample of thirty overtime payments for
each of the Fire and Police departments for the twelve-month period ended June 30, 2008; and,
5. Consultation with the City Attorney and/or special counsel regarding recent laws or regulations
applicable to overtime pay, including provision of the Fair Labor Standards Act (FLSA), the
California Labor Code or other legal sources.
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7 Exhibit "B"
CITY OF REDLANDS
ESTIMATED FEES - REVIEW OF OVERTIME POLICIES
FIRE AND POLICE DEPARTMENTS
Estimated Hourly Estimated
Description Hours Rate Fees
William S. Morgan, Director of Crinci iffing Services 40 $ 195.00 $ 7,800.09
Travel Time `8 $ 97.50
_---- $ 780.00
Lori Nicoson, Manacier 32 $ 150.00 $ 4,800.00
Travel Time 4 $ 75.00
$ 300.00
Senior Accountant 48 $ 90.00 $ 4,320.00
Travel Time 8 $ 45.00
$ 360.00
Partner Consultation and Review 4 $ 225.00
$ 900.00
Total Estimated Time 144
19,260.09
Clerical, Travel and Out-of-Pocket Expenses
639.91
Total Estimated Fees
$ 19,900-00
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