HomeMy WebLinkAboutContracts & Agreements_149A-2019PS! 1(!2419)
AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for professional consulting services ("Agreement") is made and entered
into this 22nd day of July, 2019 ("Effective Date"), by and between the City of Redlands
("City"), a municipal corporation, and George Chris Diggs, an individual ("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 provide professional water, wastewater, and related
consulting services for City (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
professional consultants in the industry providing like and similar types of Services practicing
ARTICLE 2 — RESPONSIBILITIES OF CITY
2 1 City shall make available to Consultant public information m its possession that may
assist Consultant in performing the Services
2 2 City designates Janice McConnell, Assistant City Manager, to act as its representative
with respect to performance of the Services, and such persons shall have the authority to
transmit instructions, receive information, interpret and define City's policies and
decisions with respect to performance of the Services
ARTICLE 3 — PERFORMANCE OF SERVICES
3 1 Consultant shall perform and complete the Services in a prompt and diligent manner The
term of this Agreement shall commence on the Effective Date and shall end on June 30,
2020
3 2 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with
City Council adopted policy for the same It shall be the obhgation of Consultant to
obtain a copy of such policy from City staff
ARTICLE 4 — PAYMENTS TO CONSULTANT
4 1 The total compensation for Consultant's performance of the Services relating shall not
exceed Twenty-five Thousand dollars ($25,000) Compensation will be paid on a time
and material basis at a rate of $150 00 per hour
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4.2 Consultant shall submit invoices to City including a brief description of the Services
performed, the dates the Services were performed, and the number of hours spent City
shall pay Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice
4.3 Any notice or other commumcation required, or which may be given, pursuant to this
Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date
of delivery m person, (ii) five (5) days after deposit in first class registered mail, with
return receipt requested, (in) on the actual delivery date if deposited with an overnight
courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or express mail, in each case
properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section
City Consultant
Janice McConnell George Chris Diggs
City of Redlands 645 W 25th Street
City Manager's Office Upland, CA 91784
35 Cajon Street, Suite 200
PO Box 3005 (mailing)
Redlands, CA 92373
ARTICLE 5 — INSURANCE AND INDEMNIFICATION
5 1 The followiing insurance coverage required by this Agreement shall be maintained b
Consultant for the duration of its performance of the Services Consultant shall not
perform any Services unless and until the 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
A Comprehensive General Liability insurance with carriers acceptable to Ci t th
minimum amount of One Million Dollars $1 000 y in e
Million Dollars ($2,000,000)( ' �000 }per occurrence and Two
for public liability, property damage and
personal injury is required. City shall be named as an additional insured and such
insurance shall be primary and non-contributing to any insurance of self-insurance
maintained by City
B Workers' Compensation and Employei's Liability insurance in the amount that
meets statutory requirements with an insurance carrier acceptable to City, or
certification to City that Consultant is self-insured or exempt from the workers'
compensation laws of the State of California Consultant shall provide City with
Exhibit "A," entitled "Workers' Compensation Insurance Certification," which is
attached hereto and incorporated herein by this reference prior to occupancy of the
Premises.
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5 2 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 or omission by, or the willful misconduct of, Consultant, or 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 mannei of
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 a governmental decision whether to
(i) approve a rate, rule or regulation, or adopt or enforce a City law,
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement,
(iii) authorize City to enter into, modify or renew a contract,
(iv) grant 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) grant City approval to a plan, design, report, study or similar item,
(vi) adopt, or grant 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 officially determines that Consultant must disclose its financial interests,
Consultant shall complete and file a Fair Political Practices Commission Form 700,
Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City CIerk.
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
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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 its agents shall have
control over the conduct of Consultant of Consultant's employees, except as herein set
forth Consultant shall supply all 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 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 either party, in its sole discretion,
by providing not less than five (5) days prior written notice to the other party of intent to
terminate
7 5 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 6 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, any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant
7 7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California
7 8 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
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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 City and Consultant have signed
in confirmation of this Agreement
CITY OF RED ANDS GEORGE CHRIS DIGGS
By
J cConnell,
Assis ant City Manager
ATTEST.
Jeff Donaldson, City Clerk
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By
George Chris Diggs
PS 1 I (124 19)
EXHIBIT "A"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
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 by one or more insurers
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 employee 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
CHECK ONE
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 and activities required 01
pernutted under this Agreement (Labor Code §1861)
z,
I affirm that at all times, in performing the work and activities required or permitted
under this Agreement, I shall not employ any person in any manner such that I become subject
to the workers' compensation laws of California However, at any time, if I employ any person
such that I become subject to the workers' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self -insure, or a certification of workers'
compensation inssurance.
I certify under penalty of perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct
GEORGE CHRIS DIGGS
By �f
George Chris Diggs
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