HomeMy WebLinkAboutContracts & Agreements_128-2003_CCv0001.pdf AGREEMENT TO FURNISH CONSULTANT SERVICES
This Agreement is made and entered into this 17th day of June,2003 by and between the City
of Redlands, a municipal corporation(hereinafter"City") and Willdan, hereinafter("Consultant").
In consideration of the mutual promises,covenants and conditions hereinafter set forth,City
and Consultant agree as follows:
ARTICLE 1 - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant and Consultant hereby accepts the engagement,to perform
professional planning consulting services("Services") for the City's application processing
and staff support (the "Project").
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 specific Services which Consultant shall perform are more particularly described in
Attachment"A",entitled"Scope of Work"which is attached hereto and incorporated herein
by this reference.
ARTICLE 3 - RESPONSIBILITIES OF CITY
3.1 City shall make available to Consultant information in its possession that is pertinent to the
performance of Consultant's Services.
3.2 City will provide access to and make provisions for Consultant to enter upon City-owned
property as required by Consultant to perform the Services.
3.3 City designates John Jaquess, to act as its representative with respect to the Services to be
performed under this Agreement.
ARTICLE 4-PERIOD OF SERVICE
4.1 Consultant shall perform the Services in a diligent manner for a period of time not to exceed
two months.
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ARTICLE 5 - PAYMENTS TO THE CONSULTANT
5.1 The total compensation for Consultant's performance of the Services shall not exceed
$27,200, at a rate of$85.00 per hour, in accordance with the attached engagement letter.
City shall pay Consultant on a time and materials basis at the hourly rates shown in the
attached letter.
5.2 Consultant shall bill City within ten days following the close of each month by submitting
an invoice indicating the portion of the Services performed, who performed the Services,
indirect costs, and the detailed cost of all Services including backup documentation.
Payments by City to Consultant shall be made within 30 days after receipt and approval of
Consultant's invoice, by warrant payable to Consultant.
5.3 All contractual notices, bills and payments shall be made in writing and may be given by
personal delivery or by mail. Notices,bills and payments sent by mail shall be addressed as
follows:
Cily Consultant
John Jaquess Willdan
Community Development Dept. Attn: Albert V. Warot
35 Cajon Street, Suite 20 13191 Crossroads Parkway North,
Redlands,CA 92373 Suite 405
Industry, CA 901746-3497
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 paragraph.
ARTICLE 6 - INSURANCE AND INDEMNIFICATION
6.1 Consultant's Insurance to be Primary
All insurance required by this Agreement is to be maintained by Consultant for the duration
of this Project and shall be primary with respect to City and non-contributing to any insurance or
self-insurance maintained by the City. Consultant shall not perform any Services pursuant to this
Agreement 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 ofwork. All insurance policies shall include a provision prohibiting cancellation
of the policy except upon thirty(30) days prior written notice to City.
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6.2 Workers' Compensation and Employer's Liability
A. Consultant shall secure and maintain Workers' Compensation and Employer's
Liability insurance throughout the duration of this Agreement in amounts which meet
statutory requirements with an insurance carrier acceptable to City.
B. Consultant expressly waives all rights to subrogation against City, its officers,
employees and volunteers for losses arising from work performed by Consultant for
City by expressly waiving Consultant's immunity for injuries to Consultant's
employees and agrees that the obligation to indemnify, defend and hold harmless
provided for in this Agreement extends to any claim brought by or on behalf of any
employee of Consultant. This waiver is mutually negotiated by the parties. This
shall not apply to any damage resulting from the sole negligence of City, its agents
and employees. To the extent any of the damages referenced herein were caused by
or resulted from the concurrent negligence of City, its agents or employees, the
obligations provided herein to indemnify, defend and hold harmless is valid and
enforceable only to the extent of the negligence of Consultant,its officers,agents and
employees.
6.3 Comprehensive General Liability Insurance. Consultant shall secure and maintain
in force throughout the duration 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. Consultant shall obtain an endorsement that City shall be named as an additional
insured.
6.4 Professional Liability Insurance. Consultant,shall secure and maintain professional
liability insurance throughout the duration of this Agreement in the amount of one million dollars
($1,000,000)per occurrence and two million dollars ($2,000,000) annual aggregate.
6.5 Business Auto Liability Insurance. Consultant shall have business auto liability
coverage,with minimum limits of I million($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 on the project, hired and non-owned vehicles, and employee non-ownership
vehicles. Consultant shall obtain an endorsement that City shall be named as an additional insured.
6.6 Assignment and Insurance Requirements. Consultant is expressly prohibited from
subletting or assigning any of the services covered by this Agreement without the express written
consent of City. In the event ofmutual agreement between parties to sublet a portion of the Services,
the Consultant will add the subcontractor as an additional insured and provide City with the
insurance endorsements prior to any work being performed by the subcontractor. Assignment does
not include printing or other customary reimbursable expenses that may be provided in this
Agreement.
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6.7 Hold Harmless and Indemnification. Consultant shall defend, indemnify and hold
harmless City, its elected officials, officers, employees and agents, from and against any and all
actions,claims,demands,lawsuits,losses and liability for damages to persons or property,including
costs and attorney fees, that may be asserted or claimed by any person, fil7M, entity, corporation,
political subdivision or other organization arising out ofor in connection with Consultant's negligent
and/or intentionally wrongful acts or omissions under this Agreement;but excluding such actions,
claims, demands, lawsuits and liability for damages to persons or property arising from the sole
negligence or intentionally wrongful acts of City, its officers, employees or agents.
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.
7.2 Consultant shall not assign any of the Services required by this Agreement,except with the
prior written approval of City and in strict compliance with the terms, provisions and
conditions of this Agreement.
7.3 Consultant's key personnel for the Project is Sandra Massa-Lavitt. Consultant agrees that
Ms.Massa-Lavitt shall be made available and assigned to the Project and that she shall not
be replaced without concurrence from City.
7.4 All documents, records, drawings, designs, cost estimates, electronic data files, databases,
and other documents developed by Consultant pursuant to this Agreement 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.
7.5 Consultant is for all purposes an independent contractor. Consultant shall supply all tools
and instrumentalities required to perform the consulting services in this Agreement. 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.
7.6 Unless earlier terminated, as provided for below, this Agreement shall terminate upon
completion and acceptance by City of the Services.
7.7 This Agreement may be terminated by the City, without cause, by providing five(5) days
prior written notice to the Consultant(delivered by certified mail, return receipt requested)
of intent to terminate.
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7.8 This Agreement shall be governed by and construed in accordance with the laws of the State
of California.
7.9 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 maybe adjusted to the extent
oil of any additional costs to City occasioned by any default by Consultant.
7.10 Upon receipt of a termination notice, Consultant shall (1)promptly discontinue all services
affected,and(2)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.
7.11 Consultant shall maintain books and accounts of all Project related payroll costs and all
expenses. Such books shall be available at all reasonable times for examination by the City
at the office of Consultant.
7.12 This Agreement,including the attachments incorporated herein by reference,represents the
entire agreement and understanding between the parties as to the matters contained herein,
and any prior negotiations, proposals or oral arguments are superseded by this Agreement.
Any amendment to this Agreement shall be in writing,approved by the City Council of City
and signed by City and Consultant.
7.13 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 Consultant
By: By:
KARL N. HAWS Albert V. Warot
Mayor
Attest:
City rk, City o *ds
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EXHIBIT "A"
WILLDAN1,3191 Crossroads Rirkway North, Suite 405
Industry,Calitornia 91746-3 197
S e rv;ng Public Agencies 502/908-6200 tax 561"695-2120
IN
wwwwdidan.com
May 28, 2003
Mr. John Jaquess
City Planner
City of Redlands
35 Cajon Street
Redlands, CA 92373
Subject: Contract Planning Support Services
Dear Mr. Jaquess:
Pursuant to our recent discussion, I wish to confirm that Willdan can provide an
additional contract planner to temporarily assist with your department's workload. We
would assign Ms. Sandra Massa-Lavitt, who could be available immediately for up to 40
hours per week, through the end of June 2003, and beyond, if desired.
Ms. Massa-Lavitt's services would be provided on an hourly basis at a rate of $85.00.
This rate is fully burdened and the City would not be billed for travel time but only the
hours worked by Ms. Massa-Lavitt at Redlands City Hall. The City would be invoiced
monthly for services rendered, with the hours worked per week clearly identified.
We sincerely appreciate the opportunity to once again offer our professional planning
services to the City of Redlands and look forward to further assisting you with your
planning needs. A copy of Ms. Massa-Lavitt's resume was previously forwarded to you.
If you have any questions, please contact me at (562) 908-6209.
Respectfully submitted,
WILLDAN
V
Albert V. Warot William C. Pagett, P.E.
Vice President Senior Vice President
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MAY 3 0 42003
PLANNING DEPT. I