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HomeMy WebLinkAboutContracts & Agreements_161-2005_CCv0001.pdf PROFESSIONAL SERVICES AGREEMENT This Agreement is made and entered into this 6th day of September, 2005 b the City of Redlands ("City)( y') and James Smothers Y and between individually referred to as a"Party,- ( Consultant") who are sometimes herein Y, and collectively as the"Parties." A. City is considering the acquisition of real property("Subject Property)" locat the County of San Bernardino for a pipeline project. ed in B. The City is required to have a fair market appraisal of the Subject Pro order for it to (1) establish an amount that it believes to be just Compensation PertY in California Government Code section 7267.2(a) before the i Pursuant t Property owners, nidation of negotiations with the C. The City requires valuation consulting services for the above purposes. Therefore, the Parties agree as follows: 1 Pu____Pr _ose and Useof the Appraisal. In the went that the City elects to Resolution of Necessity for the acquisition of the Subject Pro e adopt a market value appraisal and a"written statement of, or summ Property by eminent domain, the fair required by the California eminent domain law in order that City may determine the ary of the basis for the appraisal"are probable amount of compensation as required by code of Civil Procedure sections 1255.010 et se 2. A 4 ppLaisal Format and Required Sumin , complete appraisal and s� Consultant is to prepare and deliver a summary report in compliance with the Uniform Standards of Professional Appraisal Practice (USPAP) and California eminent domainrinci 1 P P es. 3• Personal Nature of Contract. Consultant's obligation to provide v services to City hereunder is personal in nature, and may not be delegated without ario Cit written consent. y'ss prior `l• Consultant's Insurance to be Prim All insurance required by this Agreement shall be maintained b respect to Ci Y Consultant during the term City and non of this Agreement, and shall be rim ary with -contributing to any insurance or self-insurance maintained b Cit Consultant shall provide City with Certificates of Insurance an insurance prior to commencement of any Appraisal Services, Y y d endorsement s evidencing such 4.1 Workers'Cam ensation and.Em to er's Liabili A. Consultant shall secure and maintain Liability insurance fair its employees throughout the term of this A ee Workers Compensation and Employer's California Labor Code sections 3700 and 160 and in �` ment pursuant to amounts which satisfy statutory requirements with an insurance carrier acceptable to City. The insurance otic Provision prohibiting cancellation of the policy except upon t ( )30 da prior shall include a Y P r `tten noise ME ti to City. A certificate of insurance evidencing such policy shall be delivered to commencement of the Appraisal Services. City prior to B. Consultant waives all rights to subrogation against Officers and employees for losses arising from work performed b g City, its elected officials, waiving Consultant's immunity for injuries to Consultant's employees. Consultant agrees obligation to indemnify, defend and hot Y Consultant for City by also the claim brow t b d harmless provided for in this Agreement extends ttotany 1 y, or in behalf of, any employee of Consultant. This waiver is mu negotiated by the parties. This Section shall not apply to any damages resulting mutually negligence of City, its agents and employees. To the extent any damages referent Caused by, or resulted from, the concurrent negligence of from the sale obligations provided herein , econindemnify, ed herein were defend and hold harmless are validand employees, the only to the extent of the negligence of Consultant, its officers, agents and employees. nforceable 4.2 Kio—MiDrehensive General Liabili ti comprehensive general liability insurance with carriers Grantable to City. Consultant shall secure of One Million Dollars ($1,000,00{} Y Minimum coverage aggregate for public liability, Per Occurrence and Two Million Dollars ($2,000,000) Policies shall include provisions prohibtingaganCaneda ion of thersonal Policy is required, The insurance days prior written notice to City. Such insurance shall be rim polity except upon thirty (3 y insurance or self-insurance maintained by City. Certificates of insurance and Ory and non-Contributing to any be delivered to City prior to commencement of the Appraisal Services. endorsements shall 4.3 Professional Liability Insurance. Consultant shall Professional liability insurance throughout the duration Of this Agreement securethe and million dollarsmaintain ($1,000,000) per occurrence and two million dollars amount Of one aggregate. ($2,000,000) annual 4.4 Business Auto Liabili Insurance. Consultant shall secure business a liability Coverage with minimum limits of One Million Dollars ($1,000,000) automobile combined single limit for bodily injury liability and property damage liability.per Occurrence, shall Include all Consultant-owned vehicles, hired and non-Owned vehicles an The coverage ownership vehicles used in connection with the Appraisal Services. d employee non- shall be delivered to City prior to commencement Of the Appraisal Services.ertificate of insurance 4.5 AssiQnrnent and Insurance ReaUirPr,,,nts subletting or asst in an =��J Consultant is expressly prohibited from i g y of the Appraisal Services covered by this Agreement without the express written consent of City. 5. Indemnification. The Consultant agrees to indemnify, the City, its elected officials, officers, agents, and employees from an fy, defend, and save harmless accruing or resulting thereto, that arise ouf of the claimed negligence oftheCon and losses Performance of the valuation services required hereunder, sultant in the i i h• Independent Contractor The Consultant Consultant, in the performance of this Agreement, shall act*inanan 'he agents and employees of Officers or employees of the City. Independent capacity and not as 7• .Duty o�_f� Case. Consultant shall perform all services required under this Agreement in a careful, diligent, and professional manner negligence, errors, and Omissions for services erformed band shall be responsible for agents under the terms of this Agreement. p Y Consultant, its employees, and $ Availabilit of Financial Documents fc%►r Ins ection and Audit, Consult maintain all books, documents, papers, accounting records, and other evidence ant shall costs incurred on the services and shall make all such materials available at an reasonable ng to during the term of work an the services and for three 3 Y nabie time Consultant by City for work performed by Consultant on he sere services as authorizdate ofed al Payment to by City. 9• Commencement of Work. Consultant shall commence work on the s required herein upon receipt of a written notice to proceed from the City. be considered terminated upon completion of said services b services Pursuant to paragraph to by the City. Y This Agreement will Y The City assumes no liability for work performed or coon sts incurred prior to the beginning date or subsequent to the Agreement termination d sts ate. 10. Consulting Fee. City agrees to pay Consultant the total sum of$ 4,500 for the appraisal. 11. Payment Terms. (a) PaMent On Invoice. Payments to consultant shall be made upon invoices submitted by Consultant to City for review an roval. Invoices will a reasonable time after said approved invoicesdare lrecceived from C nsulltte paid by the City within ant. (b) Vire oldie of Final Pa ent. Consultant agrees that, in no event shat City approve Or be required to pay any sum payable hereunder prior to receipt b 1 documents as described herein on or before (date In p Y City of all final Intent as required by this Agreement. Final a paragraph I 1 a) acceptable in form and (75) days after presentation of final documents by Consul ant shall band acceptance eptancee not t thereofSeventy.five by City. (c) Pa�nent for Chanes in or total cast of servicOrders. If major changes in the scope, character, es are made necessary by reason of written instructions from City and Consultant shall negotiate a Supplemental Agreement mutually acceptable the City, the hereto. ep ble to the Parties (d) Paymes ents for Ur�datin� RenOrts or Se report or service by Consultant, when requested in writinlc PaYments for updating any Consultant's proposal, shall be submitted for reimbursement in accOrdantce not included in this Agreement. with Section I0(a) of 1.2. Duty of City to SuMly Data. City agrees to provide Consultant the following: x (a) Copies of maps, preliminary reports of title, geometrics and designs, and maps, together with any other data within the possession of the City reasonably needed to complete this assignment and requested by Consultant in writing. (b) Such information, as requested by Appraiser, as is generall avails files applicable to the project. Y ble from City (c) Assistance, if necessary, in obtaining information from other governmental agencies. However, it shall be Consultant's responsibility to make initial contact with respect to the gathering of such information. p 13. Notification of Owner. Consultant is required to give the Owner or the designated representative an Opportunity to accompany the appraiser during the initial inspection of the Property. This notice shall be in the form of a written letter to the Owner. 14. Notices. Any and all notices, demands, invoices, anden communication between the Paragraph. ed individuals writt Parties hereto shall be addressed as set forth in this arThe below e or the performance by the Parties under nam furthermore shall be those persons primarily responsible f this Agreement: CITY: CONSULTANT: City of the City of Redlands Municipal Utilities Department James Smothers 35 Cajon Street, Suite I5-A 1807 North "D>,Sheet P.O. Box 3005 (mailing) San Bernardino, CA 92405 (909) 881-2864 Redlands CA 92373-1505 (909) 335-4755 Any such notices, demands, invoices and written communications by mail shall be deemed to have been received by the addressee forty eight (48) hours after deposit thereof in the Uni States mail,postage prepaid and properly addressed as set forth above. ted 25. Confidentiality. Consultant understands and agrees that this Agreement, the consulting. services, conclusions, and appraisal report are confidential in nature. Neither the appraisal report nor the opinions therein shall be disclosed to anyone other than the City attorney or special counsel or public entity staff assisting legal counsel. The appraisal reports, together with an other documents required by this Agreement, shall be submitted to the city attorney o y counselin e same manner as notices are given as required b r special appraisal reports shall be delivered either personally, or by Federal Express paragraph y requiring a delivery signature, or by U.S. Postal Express mail by delivery requiring a delivery i na Consultant understands and agrees that his/her duty of confidentiality does not terminates tore. the termination of this Agreement. e upon _ p Y 1 6. Number of copies of Appraisal Reports and section 1255.01 Delivered. Consultant shall deliver five (5) copies of the Appraisal Report and the Code to be Procedure section 1255.010(b) Appraiser's Statement of the Basis for the Code of Civil this Agreement Appraisal required by 17. Term_ 1•nation. This Agreement may be terminated by the City upon the giving of a written Notice of Termination to Consultant. This Agreement terminates upon Consultant's receipt of the Notice of Termination. In the event that this Agreement is so terminated, Consultant shall be compensated on a pro rata basis with respect to the percentage of thero'ect completed as of the date of termination. Consultant shall provide to City any and all documents, diaries, data, studies, surveys, drawings, maps, photographs, and reports, whether in draft or final farm, prepared by Consultant as of the date of termination. Termination of this Agreement pursuant to this paragraph shall not terminate the obligation of confidentiality seout in paragraph 14 herein. 18• Dispute Resolution. Any dispute arising from a question of fact in connection with Agreement shall be resolved in accordance with the Government Code provision this claims against public entities. P involving 14• Written Agreement Contains the Entire Agreement. This Agreement supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the subject matter herein. Each Party to this Agreement acknowledges that no representation by any Part that is not embodied herein nor any other agreement, statement, or promise not contained in this Agreement shall be enforceable and binding. Any modification of this Agreement shall be effective only if it is in writing and signed by all Parties. IN WITNESS WHEREOF, the Parties hereto have executed this and year first set forth above. s Agreement as of the day CITY OF REDLANDS By: -Sus a Peppler, Mayor BY r James Smothers ATTEST: ,- LorrPoyzer, Citesr I