HomeMy WebLinkAboutContracts & Agreements_60-2024AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Development of an Arts and Culture Master Plan
("Agreement") is made and entered in this 2nd day of April 2024 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City") and The Cultural Planning Group,
LLC, a California limited liability company. ("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 Development of an Arts and Culture Master
Plan 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 Tabitha Crocker, Facilities and Community Services Department 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 in
accordance with the schedule set forth in Exhibit "B," titled "Project Schedule," which is
attached hereto and incorporated herein by reference.
4.2 The term of this Agreement shall be for a period of one (1) year commencing as of the
Effective Date, unless terminated earlier as provided herein.
1
I:\cmo\Agreements\The Cultural Planning Group, LLC Professional Services Agreement FY23-0054.docx-rns
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 not
exceed the amount of One Hundred Twenty -Six Dollars ($126,000). City shall pay
Consultant on a time and materials basis up to the not to exceed amount in accordance with
Exhibit "C," titled ("Fee Schedule") which is attached hereto and incorporated herein by
reference.
5.2 Consultant shall submit periodic invoices to City according to an agreed -upon payment
schedule based on milestones and deliverables. 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:
David Plettner-Saunders, Partner
The Cultural Planning Group, LLC
6878 Navajo Rd, Unit 58
San Diego, CA 92119
david@culturalplanning.com
Phone: 213-500-6692
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 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.
2
I:\cmo\Agreements\The Cultural Planning Group, LLC Professional Services Agreement FY23-0054.docx-ms
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.
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.
3
I:\cmo\Agreements\The Cultural Planning Group, LLC Professional Services Agreement FY23-0054.docx-ms
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.
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 of 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
4
I:\cmo\Agreements\The Cultural Planning Group, LLC Professional Services Agreement FY23-0054.docx-ms
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.
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.
5
I:\cmo\Agreements\The Cultural Planning Group, LLC Professional Services Agreement FY23-0054.docx-ms
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLAND THE CULTURAL PLANNING GROUP
By: By:
ddie Tejeda, Mayor
ATTEST:
/05>vrza,
Donaldson, City Clerk
David Plettner-Saunders, Partner
6
I:\cmo\Agreements\The Cultural Planning Group, LLC Professional Services Agreement FY23-0054.docx-ms
EXHIBIT "A"
SCOPE OF SERVICES
Consultant shall complete execution of the items listed below to develop the City's first Arts and
Culture Master Plan to advance the cultural arts and creative economy of Redlands. This effort
involves development of mission, vision, and goals for the City's Arts and Culture Master Plan,
including a focus on cultural equity.
The process and product of which is to include, but not be limited to the following:
Art and Culture Programming
• Outreach to and engagement of the Redlands community, including a diverse range of
stakeholders.
• Facilitate and manage activities and communications with designated City staff
including, but not limited to, meeting schedules, agendas and material preparation for
planning purposes and progress updates.
• Perform an assessment of the City's assets and opportunities for public art, including
potential locations. This includes reviewing and becoming familiar with existing policies,
documents, and local codes, as well as planned future developments.
Art in Public Places Program
Recommend formal policy guidelines and procedures for the Art In Public Places program based
on industry best practices, that incorporate existing policies and any recommended policy
updates and cover the following elements:
• Recommendation of programs and strategies to increase funding for public art in
Redlands.
• Identification of sites for future temporary and permanent public artworks.
• Recommendation and prioritization of new public art programming, including temporary
and permanent physical art grants, cultural art grants, and other programs.
• Criteria for the siting of public art projects;
• Guidelines for inclusion of public art in public and private development projects;
• A general process by which artists are commissioned and selected;
• Creation and/or update of recommended public art policy guidelines for administration of
on -site public art and public art grants, including maintenance, conservation and
deaccession policies.
• Standards for maintenance funding and managing public art inventory;
7
I:\cmo\Agreements\The Cultural Planning Group, LLC Professional Services Agreement FY23-0054.docx-ms
Produce a written Master Plan that is a detailed narrative and illustrative document that includes:
• Vision and mission statements for the City's Art and. Culture program;
• Summary of research, findings, and community input results;
• Discussion of existing programs, policies and resources;
• Recommended changes to the City's public art policies and processes,
• Recommended programs and initiatives that align with the established vision for the
City's Public Art program;
• Opportunities and strategies for partnering with key community stakeholders to further
the vision for the public art program;
• Analysis of current public art funding sources and recommended additional models and
opportunities for arts funding;
• Recommendations for documenting and archiving existing public art inventory, including
private art installations and artwork installed under the Art In Public Places program;
• Strategies for the preservation of accessible space in private and public developments for
public art installations;
• Identification of sites for future permanent and/or temporary public art projects;
• Strategies for ongoing community engagement and outreach, taking into account the
City's limited resources;
• Clear and feasible goals and implementation strategies that take into account the City's
available resources, and include short and long-term initiatives, estimated budget and
costs, and implementation dates;
Provide electronic copies of the completed Master Plan, as well as electronic copies of all
accompanying supplemental materials in a format to be determined by the City.
Participate in up to three working sessions with the Cultural Arts Commission, and a final
presentation of the Public Art Master Plan to the Cultural Arts Commission and the Redlands
City Council, including preparation of presentation materials (PowerPoint presentation,
information boards, handouts, etc.).
Deliverables:
• Workplan and Schedule
• Communications Plan
• Cultural Arts Commission overview of process, roles, and responsibilities
• Community engagement strategy and schedule
• Community workshops (summarized in draft form)
• Stakeholder interviews and discussion groups (summarized in draft form)
• Community survey report
• Cultural Asset inventory and maps; City to assist with GIS mapping
• Creative economy analysis
• Best Practices summary
• Draft Master Plan including summary of engagement and research findings
• Revised final draft master plan, including implementation plan
• Presentation materials for the master plan
8
I:\cmo\Agreements\The Cultural Planning Group, LLC Professional Services Agreement FY23-0054.docx-ms
EXHIBIT "B"
PROJECT SCHEDULE
• Project Initiation & Background Research Months 1-2
• Site Visit #1 (3-day onsite visit) Month 3
Project Start-up and Initial Community Engagement
• Interim Activities Months 4-5
• Site Visit #2 (3-day onsite visit) Month 6
Continued Stakeholder and Community Engagement
• Interim Activities Months 7-9
• Site Visit #3 (2-day onsite visit) Month 10
Draft Arts and Culture Strategic Master Plan
Interim Activities Month 11
• Site Visit #4 (1 day) Month 12
Plan Adoptions
Post -Adoption Assistant Six Months
9
I:\cmo\Agreements\The Cultural Planning Group, LLC Professional Services Agreement FY23-0054.docx-ms
EXHIBIT "C"
Fee Schedule
CPG
Kearns & West
Arts Connection
Partner
Partner
Director
Associate
Executive Director
Hourly Rate
$220
$220
$210
$160
Consultant Fees
$34,320
$36,520
$11,970
$15,680
$5,000
Direct Costs
$1,200
Contingency
$1,000
Travel
Expenses
$8,266
10
I:\cmo\Agreements\The Cultural Planning Group, LLC Professional Services Agreement FY23-0054.docx-ms
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).
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.
THE CULTURAL PLANNING GROUP, LLC
By:
David Plettner-Saunders, Partner
Date: March 21, 2024
11
I:\cmo\Agreements\The Cultural Planning Group, LLC Professional Services Agreement FY23-0054.docx-ms