HomeMy WebLinkAboutContracts & Agreements_168-2022AGREEMENT TO PERFORM INFRASTRUCTURE INVENTORY UPDATE SERVICES
This agreement for the provision of infrastructure update services ("Agreement") is made
and entered into this 15th day of August, 2022 ("Effective Date"), by and between the City of
Redlands, a municipal corporation ("City)" and Davis Farr LLP ("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:
ARTICLE 1 — ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide infrastructure inventory update services for the
fiscal year ending June 30, 2022 (the "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 in 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 James Garland, Assistant Finance 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 perform and complete the Services in a prompt and diligent manner. The
Services shall commence immediately.
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 obtain a
copy of such policy from City Staff.
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ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 Total compensation for Consultant's performance of the Services shall be a flat fee in the
amount of Ten Thousand Five Hundred Dollars ($10,500).
5.2 Consultant shall submit monthly invoices to City describing 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. 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; (ii) five (5) days after deposit in first class registered mail, with return
receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile or electronic mail transmission (including PDF), 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
Danielle Garcia, Mgmt. Svcs. Director
City of Redlands
35 Cajon Street, Suite 30
Redlands, CA 92373
dgarcia@cityofredlands.org
Phone: (909) 798-7507
CONSULTANT
Marcus D. Davis, Partner
Davis Farr LLP
18201 Von Karman Avenue, Suite 1100
Irvine, CA 92612
mdavis@davisfarr.com
Phone: (949) 783-1750
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 Insurance 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 insurance
prior to commencement of the Services. Insurance policies shall include a provision
prohibiting cancellation or modification of the policy except upon thirty (30) days prior
written notice to City.
6.2 Workers' Compensation and Employer's Liability 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 provide City with Exhibit "B," titled "Workers'
Compensation Insurance Certification," which is attached hereto and incorporated herein
by this reference prior to performance of the Services.
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6.3 Consultant shall secure and maintain comprehensive general liability insurance with
carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per
occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property
damage and personal injury is required. 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.
6.4 Consultant shall secure and maintain professional liability insurance throughout the term
of this Agreement in the amount of One Million Dollars ($1,000,000) per claim made.
6.5 Consultant shall secure and maintain business auto liability coverage, with minimum limits
of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury
liability and property damage liability. 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.
6.6 Consultant shall defend, indemnify and hold harmless City and its elected officials,
employees and agents from and against any and all claims, losses or liability, including
attorneys' fees, arising 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 in 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
in the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement.
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;
(iii) authorize the 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;
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(vi) adopt or grant City approval of, policies, standards or guidelines for City or
for any subdivision thereof.
B. Does not serve in a staff capacity with City and in that capacity, participate in
making a governmental decision or otherwise perform the salve or substantially the
same duties for City that would otherwise be performed by an individual holding a
position specified in City's Conflict of Interest Code under Government Code
section 87302.
7.3 In the event City officially determines that Consultant must disclose its financial interests,
Consultant shall complete and file a Fair Political 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, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-
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.
8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other
documents developed by Consultant in connection with its performance of the Services,
and any copyright interest in such documents, shall become the property of City and shall
be delivered to City upon completion of the Services, or upon the request of City. Any
reuse of such documents, and any use of incomplete documents, shall be at City's sole risk.
8.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor 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 instrumentalities 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 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.
8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion and acceptance of the Services by City. This Agreement may be terminated by
City, in 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
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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 applicable) 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.
8.6 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.
8.7 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.
8.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflicts of laws provisions. The Parties agree that
all actions or proceedings arising in connection with this Agreement shall be tried and
litigated only in the state courts located in San Bernardino County, California, and the
federal courts located in Riverside County, California.
8.9 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid, 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
By:
Charles M. Duggan, Jr., er
ATTEST:
e Donaldson, City Clerk
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DAVIS FARR LLP
By:
Marcus D. Davis, Partner
EXHIBIT "A"
SCOPE OF SERVICES
Davis Farr LLP (Davis Farr) is pleased to respond to your request to continue to provide updated
infrastructure records for the year ending June 30, 2022 for the City of Redlands (City). The
scope of the work is as follows:
• City will identify all City capital projects accepted by the City Council between July 1,
2021 and June 30, 2022. We request a copy of City Council bid document and a copy of
the plans for each project.
• City will identify all developer projects accepted by the City between July 1, 2021 and
June 30, 2022.
• Davis Farr will update the City's detailed infrastructure inventory for the year ending
June 30, 2022 based solely upon the information provided by the City.
• Davis Farr will calculate accumulated depreciation and depreciation expense as of and
for the year ending June 30, 2022.
• Davis Farr will provide a report documenting the additions and deletions in
infrastructure assets for the year ending June 30, 2022.
We are available to begin work as soon information is available. Based upon the availability of
City staff and records, we anticipate completion of the project will take approximately three to
four weeks. Upon acceptance by the City, we will finalize the report.
Davis Farr will provide GASB 34 infrastructure inventory update services for the year ending
June 30, 2022 to the City of Redlands for a fixed fee of $10,500, which is based upon the City's
estimate of approximately 8 to 10 City projects and 5 to 6 developer projects. This fixed fee is
inclusive of all travel and out-of-pocket expenses. We will invoice the City monthly for services
rendered throughout the life of the project. Should the City elect not to identify the City and
developer projects to be capitalized, then we will provide the City with a revised estimate of our
services.
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EXHIBIT "B"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) 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
may become due to his or her employees.
CHECK ONE
X 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
commencing 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.
DAVIS FARR LLP Date: 8/15/2022
Marcus D. Davis, Partner
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