HomeMy WebLinkAboutContracts & Agreements_121-2011_CCv0001.pdf CONSULTING AGREEMENT
FOR OVER $5000
THIS AGREEMENT is made effective on September 6, 2011, and it is made by and between The City of
Redlands, hereafter called "Consultant," and the Redlands Unified School District, hereafter called "District."
RECITALS
A. The District desires to obtain special services and advice regarding accounting, administrative,
economic, engineering, financial, legal and like matters, as provided in this Agreement.
B. The Consultant is specially trained, experienced, qualified, competent and authorized under
State and Federal law as applicable, to provide the special services and advice required by the
District.
Accordingly, the parties agree with the above and as follows:
AGREEMENTS
1. In consultation and cooperation with the District, the Consultant shall provide professional and diligent
services consistent with generally acceptable industry practices or better as follows:
The Redlands Police Department will provide 18 site visits to secondary school sites utilizing a
non-aggressive contraband detecting canine.
2. The Consultant will commence providing services under this Agreement on September 14, 2011, and
will diligently, properly and in full compliance perform as required and complete the performance of
services by June 30, 2012 . Time shall be of the essence in the performance of this Agreement. If the
Consultant at any time during the term of this Agreement becomes noncompliant with any of the terms
and conditions hereof or noncompliant with any applicable regulatory requirement including any
suspension, revocation or termination of any permit, certification or license which is required in order for
the Consultant to properly perform under this Agreement, then the Consultant shall immediately notify
the originating department, copying the notification to Purchasing in writing at 20 W. Lugonia,
Redlands, CA 92399.
3. The Consultant is an independent contractor and will perform said services as an independent calling
and not as an employee of the District. Accordingly, nothing in this Agreement shall be construed as
establishing a relationship of employer and employee, or principal and agent, between the District and
the Consultant or between the District and any of Consultant's agents or employees. Consultant is
solely responsible for its own acts and the acts of any of its agents or employees as they relate to any
services provided. Consultant and its agents and employees shall not be entitled to any rights and or
privileges of the District's employees and shall not be considered in any way to be the employees of the
District. Each party acknowledges that the Consultant is not an employee for state or federal tax
purposes or any other purpose.
4. The District will prepare and furnish to the Consultant upon request such existing information as is
reasonably necessary for the performance of the Consultant. The Consultant shall provide its own
equipment, vehicle, materials, supplies, food, incidentals and tools, etc. which may be required for the
proper performance of this Agreement. Each party shall cooperate with the other party.
5. The total amount to be paid to the Consultant for any and all services satisfactorily rendered inclusive of
all expenses, supplies and materials pursuant to this Agreement shall not exceed $6,000.00.
If this is an Agreement to pay the Consultant by the hour, then this box shall be checked and the
hourly rate indicated as follows: 18 visits X $320.00 per visit. It is the sole obligation of the
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Consultant to ensure that the sum of the hours worked multiplied by the hourly rate does not
exceed the total not to exceed amount authorized under this Agreement.
The total not-to-exceed amount and any hourly rate of the Consultant shall be inclusive of any and all
expenses such as overhead and profit, fees, subcontract costs, automobile insurance to the amount
required under California State law or more, materials, supplies, taxes, workers compensation, mileage,
travel, incidentals, food and the like.
6. Payment shall be made to the Consultant within thirty (30) days after receipt of a fully supported and
detailed invoice which clearly indicates as applicable, any progress completed, milestones achieved,
any reports (draft, preliminary or final) issued, dates worked, increments of hourly work (rounded to the
nearest quarter hour increment), subcontract cost, etc. The District will not be obligated to make more
than one (1) payment to the Consultant each month.
7. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, work
products and other materials produced by Consultant under this Agreement shall be the sole and
exclusive property of District. No such materials produced, either in whole or in part, under this
Agreement shall be subject to private use, copyright or patent right by Consultant in the United States
or in any country without the prior written consent of the District. The District shall have unrestricted
authority to publish, disclose, distribute, transfer and use copyright or patent any such materials
produced by Consultant under this Agreement.
8. The District may at any time and for any reason suspend performance by the Consultant or terminate
this Agreement and compensate Consultant only for services satisfactorily rendered to the date of such
suspension or termination. Written notice by the District shall be sufficient to suspend or terminate any
further performance of services by the Consultant. The notice shall be deemed given when received,
upon electronic confirmation of a facsimile transmission, or no later than three days after the day of
mailing, whichever is soonest. Upon receipt of any notification of termination by the District, the
Consultant shall promptly provide and deliver to the District any and all work product in progress or
completed to date including any reports, drafts, electronic information or the like to the District. Unless
otherwise identified, notice will be provided to the address shown at the signature block area on the last
page of this Agreement. Facsimile notices shall be accepted.
9. Indemnification:
(a) Consultant, to the extent permitted by law, agrees to indemnify and hold harmless the District,
its officers, agents, employees and volunteers from any and all claims, actions or losses,
damages, and/or liability resulting from Consultant's negligent acts or omissions which arise
from Consultant's performance of its obligations under this Agreement.
(b) The District, to the extent permitted by law, agrees to indemnify and hold harmless Consultant and
its officers, employees, agents and volunteers from any and all claims, actions, losses or damages
and/or liability arising out of the District's performance of its obligations under this Agreement.
10. It is acknowledged that the school district, County Superintendent of Schools, county or city are insured
and will maintain that insurance during the time period of this agreement.
11. The Consultant shall maintain and preserve any and all written and electronic records relating to this
Agreement, including without limitation, invoice support (e.g., hours and days worked and other detail)
for a period of not less than three (3) years after final payment under this Agreement. The District, its
employees and agents and the Office of the State Auditor shall have the right to audit, examine, inspect
and copy any and all of the consultant's records relating to this Agreement at any time during normal
business hours. Additionally, pursuant to Government Code Section 8546.7, the Consultant is hereby
advised that every contract involving the expenditure of public funds in excess of ten thousand dollars
($10,000.00)shall be subject to examination and audit of the State Auditor as specified in the code.
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12: This Agreement is not assignable or delegable by either party, except upon the prior written consent of
the other party.
11 The Consultant shall comply with all applicable District, federal, state, and local laws, rules, regulations,
policies and ordinances and workers' compensation laws. The Consultant represents and warrants it
does not have any potential, apparent or actual conflict of interest relating in any way to this
Agreement.
14. Any modification of this Agreement shall be effective only if it is in writing and signed by the parties,
except that the District may unilaterally amend this Agreement in writing to accomplish the following
changes:
a) Increase dollar amounts;
b) Effect administrative changes; and
c) Effect other changes as required by law.
15. This Agreement constitutes the entire Agreement between the parties and supersedes any and all prior
or contemporaneous oral or written Agreements.
16. This Agreement shall be governed and construed by the law of the State of California regardless of any
conflicts of laws or rules that would require the application of the laws of another jurisdiction. Venue
shall be in San Bernardino County, California.
Authorized representatives of the parties have executed this Agreement as indicated below.
CONSULTANT: DISTRICT:
City of Redlands Redlands Unified School District
35 Cajon Street 20 West Lugonia Avenue
Redlands, CA 9073 Redlands, CA 92374
(Signature, lathorized Represe iv (Signature, k,)Aorized Representative)
Pete Aguilar ATTEST: Elias Jouer-K
Mayor Z-17-t-Y -C A(ry Assistant Superintendent, Business Services
Chief Business Official
Tax ID 95-600076
Supervisor/Principal/ District Administrator
909-798-7510
(Telephone)
Funding Administrator (if applicable)
citycouncil(a-)
cityofredlands.org
(Email Address) 7 A
September 6, 2011
(Date) (Date)
District Board of Education Approval Date: September 13, 2011
District Requisition number: P.O. number
Attachment: Certification by Contractor Criminal Records Check
Reviewed by Contracts Manager
Carol Oedelkerk
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