HomeMy WebLinkAboutContracts & Agreements_223-2023AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Disaster Recovery Plan Development ("Agreement")
is made and entered in this 27th day of November, 2023 ("Effective Date"), by and between the
City of Redlands, a municipal corporation ("City") and Jacob Green & Associates, 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:
ARTICLE 1 — ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide Disaster Recovery Plan Development services
for City (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 this
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, any applicable State
prevailing wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City designates Rich Sessler, Fire Chief, 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 in
accordance with the schedule set forth in Exhibit "B," titled "Project Schedule," which is
attached hereto and incorporated herein by reference.
4.2 Consultant shall complete the Services by June 30, 2024, unless the Services are terminated
earlier as provided for herein.
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4.3 If Consultant'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 Consultant to obtain a
copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONSULTANT
5.1 Compensation:
Total compensation for Consultant's performance of the Services shall be in the amount of
Twenty Thousand Dollars ($20,000). City shall pay Consultant in accordance with Exhibit
"C," titled "Fee Schedule" which is attached hereto and incorporated herein by this
reference.
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,
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; (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
Phone: (909) 798-7531
CONSULTANT:
Jacob Green, President
Jacob Green & Associates, Inc
1327 Jamboree Rd., Suite 248
Tustin, CA 92782
jacob@jacobgreenandassociates.com
(626)755-5270
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
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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.
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 Consultant is self -insured or exempt from the workers' compensation laws of
the State of California. Consultant shall execute and provide City with Exhibit "D,"
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. 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.
D. 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.
E. 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 and appointed
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.
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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 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 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. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, result in City's immediate termination of this Agreement.
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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 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.
8.4 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 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.
8.5 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, 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.
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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 Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS
By: C.
JACOB GREEN & ASSOCIATES, INC
t-r
Charles M. Duggan, , C Manager Ja ob Green, President
ATTEST:
ne Donaldson, City Clerk
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•
EXHIBIT "A"
SCOPE OF SERVICES
PART #1 - DISASTER RECOVERY PLAN
DEVELOPMENT
The City of Redlands Recovery Plan/EOP Recovery Annex will be developed and designed to serve as a
vital tool and actionable resource for staff and stakeholders, enabling them to navigate the recovery
process with clarity and purpose.
In adherence to best practices, the Recovery Plan will be developed in accordance with the FEMA Guide
for All -Hazards Emergency Planning (CPG 101 ver. 3,0) and the FEMA Pre -Disaster Recovery Planning
Guide for Local Governments (February 2017). These guidelines ensure that the plan aligns with
nationally recognized standards and incorporates proven strategies for effective recovery.
The plan's development process will also take into consideration existing frameworks and regulations
within the City of Redlands. It will be consistent with and complement Redlands Municipal Code Chapter
2.52 - Emergency Organization, the Redlands Emergency Operations Plan (EOP), the State of California
Emergency Plan, and the National Recovery Framework. Furthermore, if recent state and federal
guidance necessitates updates to the City's municipal code, recommendations will be made by the
consulting firm JGA as part of the comprehensive review and Recovery Plan creation process.
To ensure the plan's effectiveness, JGA recognizes the need to tailor it to the unique characteristics and
considerations of the City of Redlands. While following the structure of FEMA's best practices, the plan
will be customized to fit the municipality's specific needs, municipal structure, and emergency response
capabilities. This localized approach acknowledges that no two municipalities are identical and
highlights the importance of crafting a plan that reflects the community's distinct requirements.
it is important to note that Recovery Plans do not have state or federal review and approval
requirements. Therefore, the final acceptance of the plan will solely rest with the City of Redlands.
However, JGA is committed to ensuring that the plan adheres to national and state planning standards
while incorporating the specific nuances of the City's context. By doing so, the final Recovery Plan will
likely include comprehensive sections and functional areas, offering a comprehensive roadmap for
recovery while addressing the unique needs of the City of Redlands.
General Plan Administration
• Privacy Statement • Record of Changes
• Promulgation Statement • Plan Distribution
• Table of Contents • Plan Activation
Base Plan
1. Purpose and Scope
2. Situation and Assumptions
3. Concept of Operations -Phased Response
4. Concept of Operations -Recovery Strategies
5. Organization and Assignment of Responsibilities
Logistics and Administration
1. Plan Development and Maintenance
2. Authorities and References
3. Glossary of Abbreviations and Definition of Term s
4. Attachments
PAGE 3
6. Direction and Control
7. Short -Term Recovery Strategies
8. Mid -Term Recovery Strategies
9. Long -Term Recovery Strategies
10. Cost -Recovery Strategies
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1ACOB GREEN
EXHIBIT "B"
PROJECT SCHEDULE
1. PROJECT WORKFLOW
STEP
ACTIVITY
EST.
TIME/DURATION
WHO
NOTES
1
Project Kick Off Meeting
30 minutes
JGA Project
Manager - Coletta
City Project
Manager
Virtual
2
Project Kick Off
Workshop
60 minutes
JGA Project
Manager - Coletta
City Project
Planning Team
Virtual
Held 5-10 days after
Project Kick Off
meeting
3
Planning Deliverable:
• Recovery Objectives
and Priorities (1)
7 days
JGA Project
Manager - Coletta
City Project
Planning Team
4
Planning Deliverable:
• Department
Responsibilities and
Recovery Org Chart (1)
14 days
JGA Project
Manager - Coletta
City Project
Planning Team
5
Planning Deliverable:
• Recovery Strategies
(1)
14 days
JGA Project
Manager - Coletta
City Project
Planning Team
6
Planning Deliverable:
• Recovery Plan -Draft
21 days
JGA Project
Manager - Coletta
7
Planning Deliverable:
• Recovery Plan -Final
42 days
JGA Project
Manager - Coletta
Includes a 21-day
review period by city.
Footnotes:
1. Timeline for planning deliverables are very dependent upon the City Project Planning Team's
availability and participation.
2. CITY PROJECT PLANNING TEAM
• A recommended planning team may be found on the attached planning team roster.
• Time burden for the City Project Planning is estimated to be:
O 1 hour - Project Kick Off Workshop
O 1.5 hours - Planning Deliverables review and validation (3 deliverables)
o .5 to 1 hour — Draft Plan review, comments, and concurrence
3. PROJECT MEETINGS
• To keep the project on track, coordinate project workflow, and answer any questions the city
has, we recommend our Project Manager and city's Project Manager meet every 2 weeks for 30
minutes.
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EXHIBIT "C"
Fee Schedule
The proposed package encompasses the development of a Disaster Recovery Plan as the first
phase of the project. The cost includes all applicable travel expenses, ensuring a cost-effective
approach to advancing the City's disaster readiness.
Disaster Recovery Plan Development $20,000
EXCLUSONS:
The following program expenses, if necessary, are not included in consultant fees and are the
responsibility of the City:
• Printing and program materials
• Venue rental fees
• Advertisement/marketing expenses
• Food and beverages for trainings and/or meetings
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EXHIBIT "D"
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).
_X_ 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.
Jacob Green & Associates, Inc
By: /PI,t-w4-
Ja ob Green, President
Date: November 14, 2023
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