HomeMy WebLinkAboutContracts & Agreements_147A-2019PS -1 1 (1 24 19)
AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of infrastructure update services ("Agreement") is made
and entered in this 15th day of July, 2019 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City") and Davis Farr 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 provide infrastructure inventory update services for
the fiscal year ending June 30, 2019 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 practicing
professional consultants in the industry providing like and similar types of Services
ARTICLE 2 — SERVICES OF CONSULTANT
2 1 The Services that Consultant shall perform are more particularly described in Exhibit
"A," entitled "Scope of Services," which is attached hereto and incorporated herein by
reference
2 2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to, State prevailing wage
laws
ARTICLE 3 — RESPONSIBILITIES OF CITY
3 1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services
3 2 City designates Farrah Jenner, Assistant Finance Director, as City's representative with
respect to performance of the Services, and such person 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 4 — PERFORMANCE OF SERVICES
4 1 Consultant shall perform and complete the Services in a prompt and diligent manner
Consultant shall commence immediately and complete the Services by September 30,
2019, unless the Services are terminated earlier as provided for herein
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4 2 If Consultant's Services include deliverable electronic visual presentation matenals, 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 obligation of Consultant to
obtain a copy of such policy from City staff
ARTICLE 5 — PAYMENTS TO CONSULTANT
5 1 Total compensation for Consultant's performance of the Services shall be in the amount
of ten thousand two hundred fifty dollars ($10,250) City shall pay Consultant in
accordance with Exhibit "8" entitled ("Cost Proposal") attached hereto and incorporated
herein by reference
5 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
5 3 Any notice or other communication 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 in person, (n) five (5) days after deposit in first class registered mail, with
return receipt requested, (iii) 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
Danielle Garcia, Management Svcs Director
City of Redlands
35 Capon Street, Suite 30
P 0 Box 3005 (mailing)
Redlands, CA 92373
Consultant
Marcus D Davis, Partner
Davis Farr LLP
2301 Dupont Dnve, Suite 200
Irvine, CA 92612
indavis@davisfarr com
(949)783-1750
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6 1 The following insurance coverage 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 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
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A Workers' Compensation and Employer'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 execute and provide City with Exhibit "C"
entitled "Workers' Compensation Insurance Certification," which is attached hereto
and incorporated herein by this reference prior to performance of the Services
B Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount 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 such
insurance shall be pnmary and non-contributing to any insurance or self insurance
maintained by City
C Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit 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
D Consultant is expressly prohibited from assigning or subcontracting any of the
Services without the prior written consent of City In the event of mutual agreement
by the Parties to assign or subcontract a portion of the Services, Consultant shall add
such assignee or subcontractor as an additional insured to the insurance policies
required hereby and provide City with the insurance endorsements prior to any
Services being performed by the assignee or subcontractor
6 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 7 — CONFLICTS OF INTEREST
7 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
7 2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant
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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,
(ni) 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 perforin 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
7 3 In the event City 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 Clerk
ARTICLE 8 — GENERAL CONSIDERATIONS
8 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
8 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 Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, results in City's nnmediate termination of this Agreement
8 3 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 or 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 authonty, 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
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8 4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than five (5) days prior written notice to Consultant 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 project related data, design calculations, drawings, specifications, reports,
estimates, summaries and such other information and matenals 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
8 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 penod 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
8 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 pnor negotiations, wntten 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
8 7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California
8 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, nnpair 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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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed
in confirmation of this Agreement
CITY OF REDLANDS
By
kipe,rakto
DAVIS FARR LLP
By
m e)McConnell, Marcus D Davis, Partner
Assistant City Manager
Attest
e Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
Davis Farr LLP (Davis Farr) is pleased to respond to your request to continue to provide updated
infrastructure records for the year ended June 30, 2019 for the City of Redlands (City) The
scope of the work is as follows
• City will identify all City capital projects accepted by the City Council between July
1, 2018 and June 30, 2019 We request a copy of City Council bid document and a
copy of the plans for each project
• City will identify all developer projects accepted by the City between July 1, 2018
and June 30, 2019
• Davis Farr will update the City's detailed infrastructure inventory for the year ended
June 30, 2019 based solely upon the information provided by the City
• Davis Farr will calculate accumulated depreciation and depreciation expense as of
and for the year ended June 30, 2019
• Davis Farr will provide a report documenting the additions and deletions in
infrastructure assets for the year ended June 30, 2019
We are available to begin work immediately Based upon the availability of City staff and
records, we anticipate completion of the project will take approximately three weeks Upon
acceptance by the City, we will finalize the report
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EXHIBIT "W'
COST PROPOSAL
Davis Farr will provide GASB 34 infrastructure Inventory update services for the year ending
June 30, 2019 to the City of Redlands for a fixed fee of S10,250 This fixed fee is inclusive of all
travel and out-of-pocket expenses We will invoice the City monthly for services rendered
throughout the life of the project Should the City elect not to identify the City and developer
projects to be capitalized, then we will provide the City with a revised estimate of our services
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EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation m one or more of
the following ways
(a) By being insured against liability to pay compensation by one or more insurers
duly authonzed to write compensation insurance m this State
(b) By securmg 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 fumishmg 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
VI.
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 or permitted under this
Agreement (Labor Code §1861)
I affirm that at all times, in performing the work and activities required or pernutted 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 insurance
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
DAVIS FARR LLP Date 1 1 i y (t
By
arcus D Davis, Partner
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