HomeMy WebLinkAboutContracts & Agreements_94-2013_CCv0002.pdf REDLANDS UNIFIED SCHOOL DISTRICT
CONSULTING or INDEPENDENT CONTRACTOR AGREEMENT
FOR OVER$5000
THIS AGREEMENT is made effective on May 21, 2013, and it is made by and between The City of
Redlands, hereafter called "Consultant OR Contractor," and the Redlands Unified School District, hereafter
called "District."
RECITALS
A. The District desires to obtain special services relating to the provision and operation of a
contraband detection canine program, as provided in this Agreement.
B. The Consultant is specially trained, experienced, qualified, competent and authorized under
State and Federal law as applicable, to provide the special services and advice required by the
District.
Accordingly, the parties agree with the above and as follows:
AGREEMENTS
1. PERIOD OF AGREEMENT: Shall be from May 21, 2013 through June 30, 2014.
2. In consultation and cooperation with the District, the Consultant shall provide professional and diligent
services consistent with generally acceptable industry practices or better as follows:
The Redlands Police Department will provide 18 site visits to secondary school sites utilizing a
non-aggressive contraband detecting canine.
3. The Consultant will commence providing services under this Agreement on August 141, 2013, and will
diligently, properly and in full compliance perform as required and complete the performance of
services by June 30, 2014. Time shall be of the essence in the performance of this Agreement. If the
Consultant at any time during the term of this Agreement becomes noncompliant with any of the terms
and conditions hereof or noncompliant with any applicable regulatory requirement including any
suspension, revocation or termination of any permit, certification or license which is required in order for
the Consultant to properly perform under this Agreement, then the Consultant shall immediately notify
the originating department, copying the notification to Purchasing in writing at 20 W. Lugonia,
Redlands, CA 92399.
4. INDEPENDENT CONTRACTOR: The Consultant is an independent contractor and will perform said
services as an independent calling and not as an employee of the District. Accordingly, nothing in this
Agreement shall be construed as establishing a relationship of employer and employee, or principal
and agent, between the District and the Consultant or between the District and any of Consultant's
agents or employees. Consultant is solely responsible for its own acts and the acts of any of its agents
or employees as they relate to any services provided. Consultant and its agents and employees shall
not be entitled to any rights and or privileges of the District's employees and shall not be considered in
any way to be the employees of the District. Each party acknowledges that the Consultant is not an
employee for state or federal tax purposes, State Unemployment Compensation or Worker's
Compensation, or any other purpose.
5. The District will prepare and famish to the Consultant upon request such existing information as is
reasonably necessary for the performance of the Consultant. The Consultant shall provide its own
equipment, vehicle, materials, supplies, food, incidentals and tools, etc. which may be required for the
proper performance of this Agreement. Each party shall cooperate with the other party.
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REDLANDS UNIFIED SCHOOL DISTRICT
6. PAYMENT: The total amount to be paid to the Consultant for any and all services satisfactorily
rendered inclusive of all expenses, supplies and materials pursuant to this Agreement shall not exceed
$6,000.00.
If this is an Agreement to pay the Consultant by the hour, then this box shall be checked and the
per 11vlsW' rate indicated as follows* 18 visits X$320.00 per visit. It is the sole obligation of
the Consultant to ensure that the sum of the hours worked multiplied by the hourly rate does not
exceed the total not to exceed amount authorized under this Agreement.
The total not-to-exceed amount and any hourly rate of the Consultant shall be inclusive of any and all
expenses such as overhead and profit, fees, subcontract costs, automobile insurance to the amount
required under California State law or more, materials, supplies, taxes,workers compensation, mileage,
travel, incidentals,food and the like.
Payment shall be made to the Consultant within thirty (30) days after receipt of a fully supported and
detailed invoice which clearly indicates as applicable, any progress completed, milestones achieved,
any reports (draft, preliminary or final) issued, dates worked, increments of hourly work(rounded to the
nearest quarter hour increment), subcontract cost, etc. The District will not be obligated to make more
than one(1)payment to the Consultant each month.
7. All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems, work
products and other materials produced by Consultant under this Agreement shall be the sole and
exclusive property of District. No such materials produced, either in whole or in part, under this
Agreement shall be subject to private use, copyright or patent right by Consultant in the United States
or in any country without the prior written consent of the District. The District shall have unrestricted
authority to publish, disclose, distribute, transfer and use copyright or patent any such materials
produced by Consultant under this Agreement
8. TERMINATION:
(a) The District may at any time and for any reason suspend performance by the Consultant or
terminate this Agreement and compensate Consultant only for services satisfactorily rendered
to the date of such suspension or termination. Written notice by the District shall be sufficient to
suspend or terminate any further performance of services by the Consultant. The notice shall
be deemed given when received, upon electronic confirmation of a facsimile transmission, or no
later than three days after the day of mailing, whichever is soonest. Upon receipt of any
notification of termination by the District, the Consultant shall promptly provide and deliver to the
District any and all work product in progress or completed to date including any reports, drafts,
electronic information or the like to the District. Unless otherwise identified, notice will be
provided to the address shown at the signature block area on the last page of this Agreement.
Facsimile notices shall be accepted.
(b) The Consultant may at any time and for any reason terminate this Agreement by providing ten
(10) days prior written notice to District(delivered by certified mail, return receipt requested) of
Consultant's intent to terminate.
9. INDEMNIFICATION: The Consultant agrees to and shall hold harmless and indemnify the District, its
officers, agents, and employees from every claim or demand made and every liability or loss, damage,
or expense of any nature whatsoever,which may be Incurred by reason of
(a) Liability for damages for death or bodily injury to person, injury to property, or any other loss,
damage or expense sustained by the Consultant or any person, firm or corporation employed by
the Consultant upon or in connection with the services called for in this Agreement except for
liability for damages referred to above which result from the sole negligence or willful
misconduct of the District its officers,employees, or agents.
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REDLANDS UNIFIED SCHOOL DISTRICT
(b) Any injury to or death of persons or damage to property, sustained by any persons, firm or
corporation, including the District, arising.out of, or in any way connected with the services
covered by this Agreement, whether said injury or damage occurs either on or off school district
property, except for liability for damages which result from the sole negligence or willful
misconduct of the District, its officers, employees, or agents.
(c) Any and all claims under worker's compensation acts and other employee benefit acts with
respect to Contractor's employees or subcontractorfs) arising out of Consultant's work under
this Agreement;
The Consultant, at Consultant's expense, cost, and risk, shall defend any and all actions, suits, or other
proceedings that may be brought or instituted against the District, its officers, agents, or employees on
any such claim, demand, or liability identified in this Section, and shall pay or satisfy any judgment that
may be rendered against the District, its officers, agents, or employees in any action, suit or other
proceedings as a result thereof.
10. INSURANCE: During the term of this Agreement, the Consultant shall maintain liability insurance in an
amount not less than $1,000,000 unless otherwise agreed in writing by the District, automobile liability
insurance to the amount required under Callfbmia State law or more, and Workers Compensation as
required under Callfbmia State law. The Consultant shall provide certificates indicating applicable
insurance coverages within ten (10)days of the effective date of this Agreement NAMING THE
DISTRICT AS ADDITIONALLY INSURED with the endorsement on form CG20(10/26)0704 and
CG20370704,3 pages total,or 20101185 2 pages total.
a. —X Certificate of Insurance Attached
b. X Workers Compensation Certificate Attached OR
C. Sole Proprietor/NO Workers Comp. Certificate Needed
d. Proof of TB clearance for all employees working individually with students
e. Criminal records check...Department of Justice Fingerprint Clearance is required
before commencement of services, see form attached IF working individually with students
unsupervised
11. The Consultant shall maintain and preserve any and all written and electronic records relating to this
Agreement, including without limitation, invoice support(e.g., hours and days worked and other detail)
for a period of not less than three (3) years after final payment under this Agreement. The District, its
employees and agents and the Office of the State Auditor shall have the right to audit,examine, inspect
and copy any and all of Consultant's records relating to this Agreement at any time during normal
business hours. Additionally, pursuant to Govemment Code Section 8546.7, the Consultant is hereby
advised that every contract involving the expenditure of public funds in excess of ten thousand dollars
($10,000.00)shall be subject to examination and audit of the State Auditor as specified in the code.
12. ASSIGNMENT: This Agreement is not assignable or delegable by either party, except upon the prior
written consent of the other party.
13. COMPLIANCE AND CERTIFICATION: The Consultant shall comply with all applicable District, federal,
state, and local laws, rules, regulations, policies and ordinances and workers' compensation laws. The
Consultant represents and warrants it does not have any potential, apparent or actual conflict of interest
relating in any way to this Agreement. The consultant and any of its employees and/or subcontractor(s)
are NOT presently debarred, suspended, proposed for debarment, or declared ineligible for the award
of contracts by any agency.
14. The Consultant, if an employee of another public agency, certifies that Consultant will not receive salary
or remuneration, other than vacation pay, as an employee of another public agency for the actual time
in which services are actually performed pursuant to this Agreement.
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15. Any modification of this Agreement shall be effective only if it is in writing and signed by the parties,
except that the District may unilaterally amend this Agreement in writing to accomplish the following
changes:
(a) Increase dollar amounts;
(b) Effect administrative changes; and
(c) Effect other changes as required by law.
16. This Agreement constitutes the entire Agreement between the parties and supersedes any and all prior
or contemporaneous oral or written agreements with respect to the subject matter hereof.
17. GOVERNING LAW: This Agreement shall be governed and construed by the law of the State of
California regardless of any conflicts of laws or rules that would require the application of the laws of
another jurisdiction. Venue shall be in San Bernardino County, California.
18. CONFIDENTIALITY. All communications and information obtained by the Consultant from the District
relating to this Agreement and all information developed by Consultant under this Agreement are
confidential. Should there be a need for the Consultant to maintain on its server(s) and/or other data
storage media, personnel and/or student information protected by the Family Educational Rights and
Privacy Act Regulations 34 CFR Part 99(FERPA)or the Health Insurance Portability and Accountability
Act(HIPAA), Consultant must take appropriate measures to ensure the security of said information and
maintain its confidentiality according to applicable regulations.
Authorized representatives of the parties have executed this Agreement as indicated below.
CONSULTANT: DISTRICT:
City of Redlands Redlands Unified School District
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REDLANDS UNIFIED SCHOOL DISTRICT
35 Cajon Street 20 West Lugonia Avenue
Redlands, CA 92373 Redlands, CA 92374
ri
(Signature, A orized Represen } (Signature,Authorized Representative)
Pete Aguilar ATTEST; Brad Mason
Mayor city clerk, ...s`. twin Assistant Superintendent, Business Services
Chief Business Official
TAX ID: 95-600076
909-798-7510
(Telephone)
Supervisor/Principall District Administrator
citycouncii0cltvofrediands.ora
(Email Address)
Funding Administrator (if applicable)
5h_-9/13
(Date) (Date)
District Board of Education Approval Date: May 30,2013
District Requisition number: P.O.number
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