HomeMy WebLinkAboutContracts & Agreements_57-2021AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of planning consulting services ("Agreement") is made
and entered in this 22nd day of March, 2021 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City") and Moule & Polyzoides Architects and Urbanists,
Inc , a California corporation ("Consultant") City and Consultant are sometimes individually
referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual
promises contained herein, City and Consultant agree as follows
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ARTICLE 1— ENGAGEMENT OF CONSULTANT
City hereby engages Consultant to provide professional planning consulting services
associated with City's completion of its "Transit Villages Specific Plan" and related
services for City ("Services").
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 Services that Consultant shall perform are more particularly described m Exhibit
"A," titled "Scope of Services," which is attached hereto and incorporated herein by
reference
2.2 Consultant shall comply with applicable federal, state and local laws and regulations in
the performance of this Agreement including, but not limited to, State prevailing wage
laws
ARTICLE 3 — RESPONSIBILITIES OF CITY
3 1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services
3 2 City designates Brian Desatnik, City's Development Services Director, as City's
representative with respect to performance of the Services, and such person shall have the
authority to transmit instructions, receive information, interpret and define City's policies
and decisions with respect to performance of the Services
ARTICLE 4 — PERFORMANCE OF SERVICES
4 1 Consultant shall complete the Services by June 30, 2022, unless the Services are
terminated earlier as provided for herein
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4 2 If Consultant's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to the City, consistent with
City Council adopted policy for the same It shall be the obligation of Consultant to
obtam a copy of such policy from City staff
ARTICLE 5 -- PAYMENTS TO CONSULTANT
5 1 Total compensation for Consultant's perfoiinance of the Services shall not exceed the
amount of twenty five thousand dollars ($25,000) City shall pay Consultant on a time
and materials basis up to the not to exceed amount m accordance with Exhibit "B," titled
"Compensation," which is attached hereto and incorporated herem by reference
5 2 Consultant shall submit monthly mvoices to City describmg the Services performed
during the preceding month Consultant's invoices shall include a brief description of the
Services performed, the dates the Services were performed, the number of hours spent
and by whom, and a description of reimbursable expenses related to the Services City
shall pay Consultant no later than thirty (30) days after receipt and approval by City of
Consultant's invoice
5 3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing Any such notice shall be deemed delivered (i) on the date
of delivery in person, (n) five (5) days after deposit in first class registered mail, with
return receipt requested, (m) on the actual delivery date if deposited with an overnight
courier, or (iv) on the date sent by facsimile, if confirmed with a copy sent
contemporaneously by first class, certified, registered or express mail, in each case
properly posted and fully prepaid to the appropriate address set forth below, or such other
address as a Party may provide notice in accordance with this section.
CITY CONSULTANT.
City Clerk
City of Redlands
35 Cajon Street
P 0 Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands org
Telephone (909) 798-7531
Fax. (909) 798-7535
Stefanos Polyzoides, Partner
Moule & Polyzoides Architects and Urbanists
180 East Cahfornia Boulevard
Pasadena, CA 91105
SPolyzoides@mparchitects com
Telephone. (626) 844-2400
Fax (626) 844-2410
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6 1 The following insurance coverage required by this Agreement shall be maintained by
Consultant for the duration of its performance of the Services Consultant shall not
perform any Services unless and until the required insurance listed below is obtained by
Consultant. Consultant shall provide City with certificates of insurance and endorsements
evidencing such msurance prior to commencement of the Services Insurance policies
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shall include a provision prohibiting cancellation or modification of the policy except
upon thirty (30) days prior written notice to City
A Workers' Compensation and Employer's Liabihty insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Consultant is self-insured or exempt from the workers' compensation laws
of the State of California Consultant shall execute and provide City with Exhibit "C,"
titled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to perfonniance of the Services
B Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two
Million Dollars ($2,000,000) aggregate, for public liability, property damage and
personal mjury is required City shall be named as an additional insured and such
insurance shall be primary and non-contributing to any insurance or self-msurance
maintained by City
C Business Auto Liabihty coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury hability and
property damage hability This coverage shall include all Consultant owned vehicles
used in connection with Consultant's provision of the Services, hired and non -owned
vehicles, and employee non -ownership vehicles City shall be named as an additional
insured and such insurance shall be primary and non-contributing to any insurance or
self-insurance maintained by City
D Consultant is expressly prohibited from assigning or subcontracting any of the
Services without the prior written consent of City In the event of mutual agreement
by the Parties to assign or subcontract a portion of the Services, Consultant shall add
such assignee or subcontractor as an additional insured to the insurance policies
required hereby and provide City with the insurance endorsements prior to any
Services being performed by the assignee or subcontractor
6 2 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or hability, including
attorneys' fees, arismg from injury or death to persons or damage to property occasioned
by any negligent act or omission by, or the willful misconduct of, Consultant, or its
officers, employees and agents m performing the Services
ARTICLE 7 — CONFLICTS OF INTEREST
7 1 Consultant covenants and represents that it does not have any investment or interest in
any real property that may be the subject of this Agreement or any other source of
income, interest in real property or investment that would be affected in any manner or
degree by the performance of Consultant's Services Consultant further covenants and
represents that m the performance of its duties hereunder, no person having any such
interest shall perform any Services under this Agreement
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7 2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant
A Does not make a governmental decision whether to
(i) approve a rate, rule or regulation, or adopt or enforce a City law,
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement,
(m) authorize City to enter into, modify or renew a contract,
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract,
(v) grant City approval to a plan, design, report, study or similar item,
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof
B Does not serve m a staff capacity with City and m that capacity, participate in
makmg a governmental decision or otherwise perform the same or substantially
the same duties for City that would otherwise be performed by an individual
holding a position specified m City's Conflict of Interest Code under Government
Code section 87302
7 3 In the event City determines that Consultant must disclose its financial interests,
Consultant shall complete and file a Fair Pohtical Practices Commission Form 700,
Statement of Economic Interests, with the City Clerk's office pursuant to the written
instructions provided by the City Clerk
ARTICLE 8 — GENERAL CONSIDERATIONS
8 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, m addition to any costs and other
relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the
use of m -house counsel by a Party
8 2 Consultant shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, results in City's immediate termination of this Agreement
8 3 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor Neither City nor any its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth Consultant shall supply all necessary tools and instrumentahties required to
perform the Services Assigned personnel employed by Consultant are for its account
only, and in no event shall Consultant or 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 Consultant
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shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Consultant have any authority, express or implied, to
bind City to any obligation
8 4 This Agreement may be terminated by City, m its sole discretion, by providing not less
than five (5) days prior written notice to Consultant of City's intent to terminate 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 may be adjusted to the
extent of any additional costs to City occasioned by any default by Consultant. Upon
receipt of a termination notice, Consultant shall immediately discontinue its provision of
the Services and, within five (5) days of the date of the termination notice, deliver or
otherwise make available to City, copies (in both hard copy and electronic form, where
apphcable) of project related 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 Consultant shall be compensated
on a pro -rata basis for Services completed up to the date of termination
8 5 Consultant shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant pursuant to this Agreement Such books shall be available at reasonable times
for examination by City at the office of Consultant
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained
herein, and any prior negotiations, written proposals or verbal agreements relating to such
matters are superseded by this Agreement Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant
8 7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California
8.8 If one or more of the sentences, clauses, paragraphs or sections contamed in this
Agreement is declared mvand, void or unenforceable by a court of competent
jurisdiction, the same shall be deemed severable from the remainder of this Agreement
and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or
sections contained herein, unless to do so would deprive a Party of a material benefit of
its bargain under this Agreement
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement
CITY OF REDLANDS MOULE & POLYZOIDES ARCHITECTS
By a,.s./"` - By
Charles M Duggan, Jr , ty Mger Stefanos Polyzoid, Partner
ATTEST
By
e . nne Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
Redlands "Transit Villages Specific Plan" Phase 2
Moule & Polyzoides understands this project consists of supporting City Staff in shepherding the
Redlands Transit Villages Specific Plan towards adoption. This includes
1 Preparing revised TVSP exhibits, maps, graphics and/or text;
2 Preparing graphics and renderings to illustrate architectural principles (e g , massing and
building form exhibits, building height exhibits, Floor -Area Ratio exhibits, corridor
viewshed simulations, etc );
3 Inputting the Specific Plan into the City's GIS portal,
4 Project management tasks including attending meetings and teleconferences,
5 Project website maintenance or graphics that may be needed,
6 Other tasks as needed, including any ancillary tasks that may be related to preparing the
Environmental Impact Report for the project
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EXHIBIT "B"
COMPENSATION
For the scope of work as described in Exhibit "A", the City of Redlands shall pay Moule &
Polyzoides on an hourly basis according to the following rates, not to exceed a total fee of
$25,000, including permitted reimbursable expenses
Principal $ 340
Project Manager $ 260
Project Architect/Planner $ 180
Semor Designer/Planner $ 120
Reimbursable expenses, estimated as an allowance of $500 00, will include the costs of
transportation, dehvery, process printing, and other costs incurred by the Consultant Team in its
performance of the Services for this project Expenses will be billed by Moule & Polyzoides to
City at a multiplier of 1 15 to cover administrative and processing costs.
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EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of
the following ways:
(a)
(b)
CHECK. ONE
By being insured against liability to pay compensation by one or more insurers
duly authorized to write compensation insurance in this State.
By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
niay become due to his or her employees.
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-
insurance in accordance with the provisions of that Code, and I will comply with such provisions
before connnencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861).
I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such
that I become subject to the workers' compensation laws of California, immediately I shall
provide the City with a certificate of consent to self -insure, or a certification of workers'
compensation insurance.
I certify under penalty of perjury under the laws of the State of California that the information
and representations made in this certificate are true and correct.
MOULE & POLYZOIDES ARCIIITECTS
Spotyzordes
By
Stefanos Polyzoides, Partner
Date:
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April 28, 2021