HomeMy WebLinkAboutContracts & Agreements_246B-2022NPS-2.1 (8.22)
AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR EQUIPMENT AND SUPPLIES
This agreement for the provision of Monitoring and Reporting of Deficiencies in the
Downtown Redlands Business Area ("Agreement") is made and entered in this 1st day of
December, 2022("Effective Date"), by and between the City of Redlands, a municipal
corporation ("City") and The Redlands Visitor Center, a 501(c)(3) Public Charity ("Contractor").
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 CONTRACTOR
1.1 City hereby engages Contractor to perform onsite monitoring and reporting of
deficiencies in the Downtown Redlands business area services for City (the "Services").
1.2 The Services shall be performed by Contractor in a professional manner, and Contractor
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 Contractors in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONTRACTOR
2.1 The Services that Contractor shall perform are more particularly described in Exhibit
"A," titled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Contractor shall comply with applicable federal, state and local laws and regulations in
the performance of this agreement including, but not limited to, any applicable State
prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City shall make available to,Contractor information in its possession that may reasonably
assist Contractor in performing the Services.
3.2 City designates Chris Boatman, Facilities and Community 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 Contractor shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "A," titled "Scope of Services," which
is attached hereto and incorporated herein by this reference.
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4.2The term of this Agreement shall be for a period of (7) months commencing as of the
Effective Date and ending June 30, 2023 unless terminated earlier as provided herein.
4.2 If Contractor's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
Council -adopted policy for the same. It shall be the obligation of Contractor to obtain a
copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONTRACTOR
5.1 Compensation:
Total compensation for Contractor's performance of the Services shall not exceed the
amount of [twenty-five thousand dollars] ($25,000). City shall pay Contractor on a time
and materials basis up to the not to exceed amount in accordance with Exhibit "B," titled
"Fee Schedule Title," which is attached hereto and incorporated herein by this reference.
5.2 Contractor shall submit monthly invoices to City describing the Services
performed during the preceding month. Contractor'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 Contractor no later than thirty (30) days after
receipt and approval by City of Contractor'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
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
(909) 798-7531
CONTRACTOR
Redlands Visitor Center
Deborah G. O'Hara
14 N. 5th Street
Redlands, CA 92373
aboutredlands@gmail.com
909-735-5158
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Contractor for the duration of its performance of the Services. Contractor shall not
perform any Services unless and until the required insurance listed below is obtained by
Contractor. Contractor shall provide City with certificates of insurance and endorsements
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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.
A. 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 Contractor is self -insured or exempt from the workers' compensation laws
of the State of California. Contractor 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 performance 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 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.
C. 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 Contractor owned vehicles
used in connection with Contractor'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.
6.2 Contractor shall defend, indemnify, and hold harmless City and its elected and appointed
officials, employees and agents from and against any and all claims, losses and 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, Contractor,
or its officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Contractor 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 Contractor's Services. Contractor 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 Contractor agrees it is not a designated employee within the meaning of the Political
Reform Act because Contractor:
A. Does not make a governmental decision whether to:
(i)
approve a rate, rule or regulation, or adopt or enforce a City law;
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(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) 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 in a staff capacity with City and, in that capacity, participate in
making 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 in City's Conflict of Interest Code under Government Code section
87302.
7.3 In the event City determines that Contractor must disclose its financial interests,
Contractor 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 Contractor 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 Contractor is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any of its agents
shall have control over the conduct of Contractor or Contractor's employees, except as
herein set forth. Contractor shall supply all necessary tools and instrumentalities required
to perform the Services. Assigned personnel employed by Contractor are for its account
only, and in no event shall Contractor 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. Contractor
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Contractor have any authority, express or implied, to
bind City to any obligation.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than ten (10) days prior written notice to Contractor of City's intent to terminate. If this
Agreement is terminated by City, an adjustment to Contractor's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Contractor at the time of termination may be adjusted to the
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extent of any additional costs to City occasioned by any default by Contractor. Upon
receipt of a termination notice, Contractor 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, drawings, specifications, reports, summaries and such
other information and materials as may have been accumulated by Contractor in
performing the Services. Contractor shall be compensated on a pro-rata basis for Services
completed up to the date of termination.
8.5 Contractor 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
Contractor pursuant to this Agreement. Such books shall be available at reasonable times
for examination by City at the office of Contractor.
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 Contractor.
8.7 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.
8.8 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.
IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have
signed in confirmation of this Agreement.
CITY OF REDLANDS
By:
Chfis`Boatman, Assistant City Manager
ATTEST:
J�a°d��1E DoN avk CITY calk,
5
The Redlands Visitor Center
.r 6
r
By: l_.
Deborah G. O'Hara
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NPS-2.1 (8.22)
Jeanne Donaldson, City Clerk
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NPS-2.1 (8.22)
EXHIBIT "A"
SCOPE OF SERVICES
• Perform onsite visits within the public right of way in the downtown area (map attached)
on a daily or weekly basis as shown on map.
• Monitoring to occur Monday — Saturday at varying times.
• Report any issues to via email or to the 311 app with pictures and a detailed location as
directed by city staff.
• Report back to FCS contact on weekly findings
• Advise FCS contact on landscaping maintenance and care items, reactive and proactive
• Serves as initial contact/resource person for the FCS department
• Reported deficiencies should include but not limited to:
o Public safety
o Sanitation
o Blight
o Graffiti
o Landscaping
o Code Enforcement
o Tree Issues
o Homeless nuisance
o Trash/illegal dumping
o Street lights/traffic signals
o Park Issues
o Roadway cleaning
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Blue Areas = Daily (Monday through Saturday)
Red Areas = Weekly
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NPS-2.1 (8.22)
EXHIBIT "B"
FEE SCHEDULE TITLE
Hourly Rate of $25 for monitoring and reporting of deficiencies in the Downtown Business area.
Invoicing to include:
o Staff member name
o Dates and Times activities were performed
o Areas within the downtown there were monitored
- Maximum of 1000 hours annually
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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)
(h)
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
may become due to his or her employees.
I am aware of the provisions of Section 3700 of the Labor Code which requires every
mployer 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 activitiesrequired or;permitted under this
Agreement. (Labor Code § 18b 1). ' ' '
I affirm that at all times, in performing' the work arid activities required or permitted under
"'is 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.' 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.
Date: I 'C /30
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