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HomeMy WebLinkAboutContracts & Agreements_111-2002_CCv0001.pdf INDEPENDENT CONTRACTOR AGREEMENT This Agreement is made and entered into this 16th day of July,2002 by and between the City of Redlands,a municipal corporation,hereinafter("City")and Wiggans&Willett,Inc,hereinafter ("Contractor"). AGREEMENT Section 1. Services. Contractor shall furnish to City real estate services for certain properties for the City of Redlands' proposed "core block" project (the "Services"). The specific Services to be provided by Contractor are more particularly described in Attachment"A," attached hereto and incorporated herein by this reference. Section 2. Payment. City shall pay Contractor for the Services at the hourly rates described in Attachment "B" hereto. In no event shall the payment to Contractor exceed Fifteen Thousand Two Hundred Dollars ($15,200) for the Services provided under this Agreement. Contractor shall provide City with an invoice and shall be entitled to payment within thirty(30)days thereof. Section 3. Insurance and Indemnification 3.1 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 within fifteen (15) days of execution of this Agreement, or prior to commencement of work,whichever occurs first. 3.2 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. Such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. The insurance policy shall include a provision prohibiting cancellation of the policy except upon thirty(30)days prior written notice to City. Certificates of Insurance shall be delivered to City prior to commencement of work. 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 Bca`,djm\Agreementix5094 Wiggans.wpd 1 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. 3.3 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. City shall be named as an additional insured and the insurance policy shall include a provision prohibiting cancellation of said 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. Certificates of insurance and endorsements shall be delivered to City prior to commencement of work. 3.4 Professional Liability Insurance. Consultant, shall secure and maintain professional liability insurance throughout the duration of this Agreement in the amount of one million dollars ($1,000,000.00) per claim made. Certificate of liability insurance and endorsement shall be delivered to City prior to commencement of work. 3.5 Business Auto Liability Insurance. Consultant shall have business auto liability coverage,with minimum Ili-nits of I million($1,000,000.00)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. City shall be named as an additional insured and a certificate of insurance shall be delivered to City within fifteen(15)days of execution of this Agreement or prior to commencement of work. 3.6 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. hi the event of mutual 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. 1Aca\djm\Agreemen&,,5094 Wi.ggam.Nyd 2 3.7 Hold Harmless and Indemnification. Contractor 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 orproperty,including costs and attorney fees, that may be asserted or claimed by any person, firm, entity, corporation, political subdivision or other organization arising out of or in connection with Contractor'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. Section 4. Independent Contractor. It is the express intention of the parties hereto that Contractor is an independent contractor and not an employee of City. Nothing in this Agreement shall be interpreted or construed as creating or establishing a relationship of employer and employee between City and Contractor. Both parties acknowledge that Contractor is not an employee for State tax, Federal tax or any other purpose. Section 5. Discrimination Prohibited. In the performance of this Agreement and in the hiring and recruitment of employees, Contractor shall not discriminate on the basis of race, creed, color, religion, sex,physical handicap, ethnic background or country of origin. Section 6. Notices. Any notice to be given pursuant to this Agreement shall be deposited with the United States Postal Service,postage prepaid and addressed as follows: CITY: CONTRACTOR: John Davidson, City Manager Jane Wiggans Z:1 P.O. Box 3005 Wiggans & Willett, Inc. Redlands, California 92373 3355 Mission Avenue, Suite 221 Oceanside, CA 92054 Nothing in this paragraph shall be construed to prevent the giving of notice by personal service. Section 7. Assignment. Contractor shall not assign or subcontract any part of the Services subject to this Agreement without first obtaining the written consent of City. Section 8. Modifications. No change or modification of the terms or provisions of this Agreement shall be deemed valid unless made in writing and signed by both parties. Section 9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 10. Entire Agreement. This Agreement represents the entire agreement of the parties hereto as to the matters contained herein and supersedes any and all prior written or verbal agreements between the parties. F,,ca�djm\Agreerfwn&,5094 Wiggans.wpd 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first shown at Redlands, California. CITY OF REDLANDS By: Karl N. Haws,Mayor ATTEST: � Oe k Lo7e, oyzer' rK WIGGANS & WILLETT, INC. By: 5k" +— �,x, Yane L. Wiggans, SRI A. L\Ca\Jjm',Agree=nW6094 Wiggans.wpd 4 City of Redlands South Side of West Stuart Avenue, East of N. Eureka Scope of Services Phase I Products: Budget Estimate Report of Acquisition Costs Scope: 1 Provide overall project management/project control to include the following: negotiation and coordination with subconsultants, job tracking, scheduling, and meetings. 2. Prepare budget estimates of real estate, business furniture, fixtures & equipment (FF&E), loss of business goodwill, and relocation expenses for the full acquisition of the following properties: APN Owner Tenant Address 169-281-34 Showprop Redland, Vacant land SW corner W. Stuart & N. LLC Eureka, Redlands 169-281-23 The Santa Fe Annex Assumed vacant land 205 W. Stuart Ave, Redlands 169-281-19 Moore GP Canyon City Transfer 31 W. Stuart Ave, Redlands and Storage (Industrial) 3. Prepare summary report including data from item 2 above. Basic Assumptions: The following are the basic assumptions used in preparing this scope, schedule and fee. If any one of these assumptions are not the case, then this scope, schedule and fee will have to adjusted accordingly: 1. The hours and fees listed on the Attachment B for Phase I (Budget Estimates) are estimated cost ceilings and will be billed against by the hour. If it appears this estimate is inadequate for the services required, additional authorization will be requested. 2. The table of properties above is our understanding of the properties to be acquired. If this is not correct, we reserve the right to correct our scope, schedule and fee. 3. Schedule below assumes a notice to proceed by July 15, 2002. 4. Title and surveying is not included in Phase I or Phase 11, but can be added if requested. Wiggans &Willett, Inc. Attachment A July 3, 2002 a. Schedule: Real Estate Budget Estimate September 20, 2002 FF&E Estimate August 15, 2002 Goodwill Estimate August 1, 2002 Relocation Estimate August 1, 2002 Summary Report October 1, 2002 Fees: Total fees will not exceed $15,200 without prior written authorization. See Attachment B for a detailed breakdown of the level of effort for each task for Phase 1. Phase 11 - Appraisal,Acquisition & Relocation Services See Attachment C for an estimate of fees for proceeding to Phase It. A scope will be prepared when requested. Wiggans &Willett, Inc. Attachment A July 3, 2002 . O7/O3/O2 Wiggans &Willett, Inc. FEE AND HOURLY PROPOSAL FOR CONSULTANT WORK CITY OF REOLANOS South Side of W. Stuart Avenue, East of N. Eureka Phaoe | - BudAetEstimotee Right-of-Way Services Proj.Mgr. Assist. Proj.Mgr. Assist Rfw Total Project Mgt& Report Prep 401 81 81 561 $5,080 Direct Costs T- -1 $120 Mileage, Facsimile, etc. Lipman Stevens & Thene, Inc.JR.E. Budget Estimates) $8,560— Desmond, Marcello &Amster(FF&E Estimates) $500 Donna Desmond Associates (Goodwill Estimates) $750 Overland Resources (Relocation Estimates) $250, JjTotal—Fee. Attachment B � U IUJIU/ Wiggans &Willett, Inc. FEE AND HOURLY PROPOSAL FOR CONSULTANT WORK CITY OF REDLANDS South Side of W. Stuart Avenue, East of N. Eureka Phase 11 -Appraisal, Acquisition & Relocation Right- f-Way Services Proj.Mgr. I Assist.Proj. M V I Total Total Tasks @$1 001hour @$90/hour jr Hours Dollars Project Management 60 301 60 1—50TT1 40 0 Acquisition Negotiations 120 601 1801 $13,500 Direct Costs Mileage, Facsimile, etc. $1,100 Subconsultants Lipman Stevens & Thene, Inc. (R.E. Appraisals) $13,500 Desmond, Marcello &Amster (FF&E Appraisals) $3,500 Donna Desmond Associates (Goodwill Appraisals) $5,000 Overland Resources (Relocation Assistance Services) $4,500, Subtotal $26,500 JjTotal Fee: $52,500 Attachment C