HomeMy WebLinkAboutContracts & Agreements_149-2012_CCv0001.pdf AGREEMENT TO PERFORM FINANCIAL CONSULTING SERVICES FOR THE
CITY OF REDLANDS PAVEMENT MANAGEMENT PROGRAM
This agreement for the provision of financial consulting services for the City of Redlands'
Pavement Management Program ("Agreement") is made and entered into this 28th day of August,
2012 ("Effective Date"),by and between the City of Redlands,a municipal corporation("City")and
R3 Consulting Group, 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 financial consulting services as requested by City
for the City of Redlands' Pavement Management Program (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 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 2 - RESPONSIBILITIES OF CITY
2.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
2.2 City designates Chris Diggs, the City's Deputy MUED Director, as City's representative
with respect to perfoi mance of this Agreement including, but not limited to, the
Americans with Disabilities Act, the Fair Employment and Housing Act and prevailing
wage laws.
ARTICLE 3 - PERFORMANCE OF SERVICES
3.1 Unless earlier terminated, as provided below, this Agreement shall terminate upon
completion and acceptance of the Services by City.
3.2 During the term of this Agreement, City may request that Consultant 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 would be necessary at the time of execution of this Agreement.
Provided the Extra Services do not exceed twenty percent (20%) of the compensation to
he paid by City to Consultant for the Services, such Extra Services may be agreed to by
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the Parties by written amendment to this Agreement, executed by a duly authorized City
official in accordance with Chapter 2.16 of the Redlands Municipal Code. Consultant
shall not perform, nor be compensated for, Extra Services without such written
authorization from City.
ARTICLE 4 - PAYMENTS TO CONSULTANT
4.1 The total compensation for Consultant's performance of the Services shall not exceed the
amount of Seven Thousand Five Hundred Dollars($7,500). Consultant shall be compensated
for the Services at the rates and in the fixed amounts set forth in Exhibit "A," which is
attached hereto and incorporated herein by reference.
4.2 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,the number of hours spent and by whom,
and a description of reimbursable expenses related to the Services. City shall pay Consultant
no later than thirty(30) days after receipt and approval by City of Consultant's invoice.
4.3 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should be addressed as follows:
City Consultant
Chris Diggs Richard Tagore-Erwin
Deputy MUED Director Principal
City of Redlands R3 Consulting Group
P.O. Box 3005 1512 Eureka Road, Suite 220
Redlands, CA 92373 Roseville, CA 95661
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 whom notices and
payments are to be given by giving notice pursuant to this section 5.3.
ARTICLE 5 - INSURANCE AND INDEMNIFICATION
5.1 Insurance required by this Agreement shall be maintained by Consultant for the duration
of its perfointance 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 evidencing such insurance prior to
commencement of the 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, however, the policies shall allow for ten (10) days notice for
cancellation to City due to non-payment of premium.
5.2 Consultant shall secure and maintain Workers' Compensation and Employer's Liability
insurance throughout the duration of its performance of the Services in accordance with
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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.
5.3 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 and the insurance policy shall
include a provision prohibiting modification of coverage limits or cancellation of the
policy except upon thirty(30) days prior written notice to City. Such insurance shall be
primary and non-contributing to any insurance or self-insurance maintained by City.
5.4 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. 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.
5.5 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 any negligent act, omission or failure to act by Consultant, its officers, employees and
agents in performing the Services.
ARTICLE 6 - CONFLICTS OF INTEREST
6.1 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
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.
6.2 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 City 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 City permits, licenses.
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applications, certifications, approvals, orders or similar authorizations or entitlements;
(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 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.
6.3 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 7 - GENERAL CONSIDERATIONS
7.1 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.
7.2 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.
7.3 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.
7.4 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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IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS R3 CONSULTING GROUP,INC.
e-
By: 0.'" By:
N. Enr.?fee/ artinez Richard Tagore-Erwin,
City Manager Principal
Attest:
Sam Irwin,Cit, Clerk
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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.
7.5 This Agreement may be terminated by City, in its sole discretion, by providing thirty (30)
days' prior written 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 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 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.
7.6 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.
7.7 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. Except as otherwise provided for herein, an
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
7.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
7.9 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 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, unless to do so would deprive a Party of a material benefit of its bargain
under this Agreement.
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EXHIBIT "A"
SCOPE OF SERVICES
Services to be determined on an as needed basis.
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EXHIBIT "B"
FEE SCHEDULE
Technical Services
Principal $185 per hour
Senior Manager $175 per hour
Manager $165 per hour
Senior Associate $155 per hour
Associate III $135 per hour
Associate II $125 per hour
Associate I $100 per hour
Administrative Support $75 per hour
Reimbursable Costs
Consultants/Subcontractors cost
Lodging and meals cost
Travel — Private or company car $0.555 per mile
Travel—Other cost
Delivery and other expenses cost
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EXHIBIT 'C'
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 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).
R3 CONSULTING GROUP. INC.
)
:
Richard Tagore-Erwin. Principal Date:
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