HomeMy WebLinkAboutContracts & Agreements_118-2007_CCv0001.pdf AGREEMENT INFRASTRUCTURE UPDATE SERVICES
This Agreement is made and entered into this 17th day of July, 2007 by and
between the City of Redlands, a municipal corporation (hereinafter "City") and CBIZ
Accounting,Tax & Advisory Services of Orange County, LLC. (hereinafter"CBfZ").
AGREEMENT
Section I Services. CBIZ shall perform an infrastructure update for the
fiscal year endingJune 30, 2 (the"Services") as specified in its July 9, 2007 proposal
submitted to City, a copy of which is attached hereto as Exhibit"A."
Section 2, Payment. City shall pay CBIZ the sum of Eight Thousand Nine
Hundred Dollars ($8,900) for the Services provided under this Agreement. CBIZ shall
provide City with monthly invoices itemizing staff, hours billed, and hourly rate per staff
for the period. CBIZ shall be entitled to payment within thirty (30) days thereof. The
final invoice, although itemized, will reconcile the difYcrence between amounts
previously billed and paid and the total fixed fee of Eight Thousand Nine Hundred
Dollars($8,900).
Section 3. Indemnity. CBIZ 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, firm,
entity, corporation, political subdivision or other organization arising out of or in
connection with CBIZ's negligent and1or 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. Insurance. CBIZ shall procure and maintain during the term of
this Agreement, comprehensive general liability and property damage insurance,
including automobile and excess liability insurance, against all claims for injuries to
persons or damages to property which may arise from or result in connection with the
performance of CBIZ's services under this Agreement. CBIZ shall also maintain
Workers' Compensation insurance in accordance with the State of California Workers'
Compensation laws. All of CBIZ's insurance (except Workers' Compensation) shall
name City, its elected officials, officers, employees, agent, representatives and volunteers
(collectively hereinafter "City and City Personnel") as additional insureds and contain no
special limitations on the scope of protection afforded to City and City Personnel. All of
CBIZ's insurance (i) shall be primary insurance and any insurance or self-insurance
maintained by City or City Personnel shall be in excess of CBIZ's insurance and shall not
contribute with it; (ii) shall be"per occurrence"rather than "claims made" insurance. (iii)
shall apply separately to each insured against whom claim is made or suit is brought,
except with respect to the limits of the insurer's liability; (iv) shall be written by
DJM,-Agree`1.CBlZ-July 2007 1
insurance companies qualified to do business in California and rated "B+" or better in the
most recent edition of Best Rating Guide, and only if they are of a financial category
Class X or better, unless such rating qualifications are waived by City in its sole and
absolute discretion.
A. Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided, canceled, reduced in coverage or in limits, or non-renewed, without
thirty (30) days prior written notice thereof given by the insurer to City by U.S. Mail,
certified or personal delivery.
R CBIZ shall furnish City with duplicate originals of insurance certificates
and endorsements effecting
1 coverage required by this Agreement which shall be received
and approved by City before Services are commenced. The duplicate originals and
original endorsements for each policy shall be silted by a person authorized by that
insurer to bind coverage on its behalf The procuring of such insurance or the delivery of
duplicate originals and endorsements evidencing the same shall not be construed as a
limitation on CBIZ's obligation to defend and indemnify the City and City Personnel,
C. The amount of insurance required hereunder shall be as follows:
(i) General liability (including premises and operations, contractual
liability, personal injury, independent contractor's liability): One
Million Dollars ($1,000,000), single limit, per occurrence and Two
Million Dollars ($2,000,000)annual aggregate.
(ii) Automobile Liability (including owned, non-owned and hired
autos): One Million Dollars ($1,000,000), single limit, per
occurrence and annual aggregate.
(iii) Workers' Compensation and Employer's Liability: In accordance
with State Statutory requirements.
(iv) Professional Liability-, One Million Dollars ($1,000,000), per
occurrence and Two Million Dollars ($2,000,000) annual
aggregate.
D. Any deductible or self-insured retention shall. be declared to and approved
by City prior to the execution of this Agreement by City. In addition, CBIZ shall file
with.City the following signed certification:
"I am aware of, and will comply with, Divisions 4 and 5 of the California Labor
Code by securing, paying for, and maintaining in full force and effect for the
duration of the contract, complete Workers' Compensation Insurance, and shall
famish a Certificate of Insurance to City before execution of this Agreement."
DAI,Agrec 011Z-July 2007 2
For any Workers' Compensation and Employer's Liability Coverage, the insurer
shall waive all rights of subrogation against City and City Personnel arising from work
performed by CBIZ for City. City and City Personnel shall not be responsible for any
claims in law or equity occasioned by failure of CBIZ to comply with this section or with
the provisions of law relating to Workers' Compensation.
Section 5. Independent Contractor. It is the express intention of the parties
hereto that CBIZ 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 CBIZ. Both parties acknowledge that CBIZ
is not an employee for State tax, Federal tax or any other purpose.
Section 6. Discrimination Prohibited. In. the performance of this Agreement
and in the hiring and recruitment of employees, CBIZ shall not discriminate on the basis
of race, creed, color, religion, sex, physical handicap, ethnic background or country of
origin.
Section 7. Notices. Any notice to be given pursuant to this Agreement shall
be deposited with the United States Postal Service, postal prepaid and addressed as
follows:
CITY: City of Redlands
City Clerk
35 Cajon Street
P.O. Box 3005
Redlands,California 92373
CBIZ: CBIZ Accounting,Tax& Advisory Services of
Orange County, LLC.
Attn: Marcus D. Davis
2301 Dupont Drive, Suite 200
Irvine, California 92612
Nothing in this section shall be construed to prevent the giving of notice by personal
service.
Section 8. Assioment. CBIZ shall not assign or subcontract any part of the
Services subject to this Agreement.
Section 9. 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 10. Governing Law, This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
DAT,Ayet�CBIZ-July 2007 -1
Section 11. Effect of Headings. The heading sections of this Agreement have
been inserted for convenience of reference only and shall not affect the interpretation of
any of the provisions of this Agreement.
Section 12. Attorney's Fees. In the event any action is commenced to enforce
or interpret 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 reasonable attorney's
fees.
Section 13. 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the day and date first shown at Redlands,California.
CITY OF REDLANDS
By: CXZ
,ton Harrison, Mayor
ATTEST:
Corrie Por ty Clerk
CBIZ ACCOLNI TING, TAX& ADVISORY SERVICES
OF ORANGE COUNTY, LLC
By: Marc-us D. Davis, Managing-Director
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