Loading...
HomeMy WebLinkAboutContracts & Agreements_157-2021REDLANDS UNIFIED SCHOOL DISTRICT CONSULTING or INDEPENDENT CONTRACTOR AGREEMENT FOR OVER $5000 THIS AGREEMENT is made effective on, September 7, 2021, 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 and advice regarding accounting, administrative, economic, engineering, financial, legal and like matters, 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 9/7/21 through 6/30/22. 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 September 7, 2021, and will diligently, properly and in full compliance perform as required and complete the performance of services by June 30, 2022. 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 employe r 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 furnish 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 Rev 2/24/12 1 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 $5760.00 ® If this is an Agreement to pay the Consultant by the hour, then this box shall be checked and the per `"visit" ,rpte indicated as follows# 18 visits X $320.00 per visit. It is the sole obligation of the Cbflsultant 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 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 completedto 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 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 ,irijury 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. (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 connedted 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. Rev 2/24/12 2 (c) REDLANDS UNIFIED SCHOOL DISTRICT Any and all claims under worker's compensation acts and other employee benefit acts with respect to Contractor's employees or subcontractor(s) arising out of Contractor'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 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 Tess than $1,000,000 unless otherwise agreed in writing by the District, automobile liability insurance to the amount required under California State law or more, and Workers Compensation as required under California 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 beforecommencement 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 Government 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. 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 Rev 2/24/12 3 REDLANDS UNIFIED SCHOOL DISTRICT 16 This Agreement constitutes the entire Agreement between the parties and supersedes any and all prior or contemporaneous oral or written Agreements 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 Contractor 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), Contractor 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 D►str►ct 35 aion St et 20 West Lugonia Avenue Redlands, CA 92374 (Signature, Authorized Representative) (Signature, Authorized Representative) Paul Barich Jason Hill Mayor Assistant Superintendent, Business Services Chief Business Official TAX ID. 95-600076 909-798-7510 (Telephone) citvcouncilna,cityofredlands.orq (Email Address) Attest e Donaldson, City Clerk Supervisor/Principal/ District Administrator Funding Administrator (if applicable) (Date) (Date) District Board of Education Approval Date District Requisition number P 0 number Rev 2/24/12 4