HomeMy WebLinkAboutContracts & Agreements_76-2011_CCv0001.pdf AGREEMENT TO FURNISH CONSULTING SERVICES
This agreement to provide consulting services ("Agreement") is made and entered into
this 16th day of June, 2011 ("Effective Date"), by and between the City of Redlands, a municipal
corporation ("City") and Economics & Politics, Inc. ("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 consulting services related to specialized
economic analysis (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 make available to Consultant information in its possession that may assist
Consultant in performing the Services.
ARTICLE 3 - PAYMENT AND NOTICE
3.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Six Thousand Eight Hundred Dollars ($6,800.00).
3.2 Consultant shall submit monthly invoices to City describing the work 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, if any. City shall pay
Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice, provided (1) the Services reflected in the invoice were performed to
the reasonable satisfaction of City in accordance with the terms of this Agreement, and
(2) that all expenses, rates and other information set forth in the invoice are consistent
with the terms and conditions of the Agreement.
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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: Oscar Orci
Development Service Director
City of Redlands
PO Box 3005
Redlands, CA 92373
Consultant: John E. Husing, Ph.D.
Primary Analyst
Economics & Politics, Inc.
961 Creek View Lane
Redlands, CA 92373
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 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 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
elfinsurance maintained by City.
4.4 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.
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4.5 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.
4.6 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 sole negligent omissions in performing the Services.
ARTICLE 5 - CONFLICTS OF INTEREST
5.1 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 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 perform any Services under this Agreement.
5.2 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:
1. The making or any governmental decisions regarding approval of a rate,
rule or regulation, or the adoption or enforcement of laws;
2. The issuance, denial, suspension or revocation of permits, licenses,
applications, certifications, approvals, orders or similar authorizations or
entitlements;
3. Authorizing City to enter into, modify or renew a contract;
4. 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;
5. Granting City approval to a plan, design, report, study or similar item;
b. Adopting, or granting City approval of, policies, standards or guidelines
for City or for an\ subdivision thereof.
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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.
5.3 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 subject Form 700 with the City Clerk's
office pursuant to the written instructions provided by the Office of the City Clerk,
ARTICLE 6 - GENERAL CONSIDERATIONS
6.1 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
6.2 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.
6.3 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.
6.4 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.
6.5 Unless earlier terminated, as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City,
6.6 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.
6.7 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,ices, 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.
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6.8 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.
6.9 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.
6.10 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.
6.11 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant
have signed in confirmation of this Agreement.
CITY OF REDLANDS
By:
N. Enriqu ar'n z, 6ity M er
ATTEST:
ECONOMICS & POLITICS, INC.
Sam Irvin
City Clerk
By:
'ohn using, Vh.Dl
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"ATTACHMENT "A"
ECONOMIC ANALYSIS
SCOPE OF PROFESSIONAL SERVICES
Upon Agency direction, Economics and Politics, Inc. will provide an economic analysis
relating to the Agency owned property located at 330 N. Third Street.
Sample services to include, but are not limited to:
• Provide analysis on specific development proposals.
• Provide general economic analysis of project activities or conditions in which the
Agency has an interest.
Not-to-exceed price ......... ........ ................-$6,800