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HomeMy WebLinkAboutContracts & Agreements_124-2025AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of Infrastructure Update Services ("Agreement") is made and entered in this 17th day of June, 2025 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Davis Farr LLP a California limited liability partnership ("Consultant"). City and Consultant are sometimes individually referred to herein as a "Parry" 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 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 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 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 three (3) years from the Effective Date of this Agreement (the "Initial Term"). The City shall have the option to extend the Initial Term of this Agreement by three (3) additional one-year terms (each, an "Extended Term"), on the same terms and conditions, by providing written notice to Consultant at least thirty (30) days prior to the expiration of the Initial Term or any Extended Term I:\cmo\Agreements\Davis Far LLP Professional Services Agreement FY25-0076.docx-ms 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 Coumcil-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 The compensation for Consultant's performance of the Services shall not exceed the amount of Fifty -Seven Thousand One Hundred Seventy Dollars ($57,170.00) for the Services provided during the Initial Term. Should this Agreement be extended, the compensation for Consultant's performance for the Services shall not exceed the amount of Twenty Thousand Two Hundred Dollars ($20,200.00) for the first Extended Term; Twenty Thousand Eight Hundred Dollars ($20,800.00) for the second Extended Term; and Twenty -One Thousand Four Hundred Dollars ($21,400.00) for the third Extended Term, bringing the total possible amount of compensation to a not -to -exceed amount of One Hundred Nineteen Thousand Five Hundred Seventy Dollars ($119,570.00). For the Initial Term and each Extended Terms, City shall pay Consultant on a time and materials basis up to the not to not -to -exceed amount in accordance with the rates specified in 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: Danielle Garcia, Director Management Services -Finance City of Redlands 35 Cajon Street, Suite 222 Redlands, CA 92373 dgarcia@cityofredlands.org CONSULTANT: Marcus D. Davis, Partner Davis Farr LLP 18201 Von Karman Ave. Suite 1100 Irvine, CA 92612 mdavis@davisfarr.com Phone: (949) 783-1750 2 I:\cmo\Agreements\Davis Far LLP Professional Services Agreement FY25-0076,doex-ms 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. 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 willfiil misconduct of, Consultant, or its officers, employees and agents in performing the Services. 3 Mcmo\Agreements\Davis Far LLP Professional Services Agreement FY25-0076.docx-ms 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. 4 1:\emo\Agreements\Davis Far LLP Pmfessional Services Agreement FY25-0076.docx-ms 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. 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 1:\cmo\Agreements\Davis Far LLP Professional Services Agreement FY25-0076.docx-ms 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 Mario Saucedo, Mayor ATTEST: 6f2-6ine Donaldson, City Clerk DAVIS FARR LLP By: it— _ �vlarcus D. Davis, Partner 6 I: 1cmolAgreements\Davis Far LLP Professional Services Agreement FY25-0076.docx-ms EXHIBIT "A" SCOPE OF SERVICES Consultant will provide infrastructure inventory update services to the City as described below. This plan is general and will be tailored to meet the specific facts and circumstances facing City. • Project kick-off— Consultant will meet with appropriate City Finance, Public Works, and other department staff as determined necessary by the City, to discuss the timing of the project, records required and expectations of City staff. Consultant will request the City to identify all City capital improvement projects accepted and placed in service by the City during the fiscal year. Additionally, we will request the City to identify all developer projects accepted by the City during the fiscal year. • Planning — Consultant will review the listings provided by the City and work with the City to identify which of the projects represent infrastructure and which represent other capital assets of the City. Consultant will only be updating those assets identified as infrastructure. At present, those infrastructure networks and subsystems include: Road System Network: Pavement Medians Curbs and gutters Sidewalks Bridges Street lights Traffic signals Trails Transit access stops Landscaping Storm Drain System Network: Storm Drain Lines Sewer System Network: Sewer lines Water System Network: Water lines Water meters Water reservoirs Water channels Booster pump stations Water wells Library Materials Should any of the infrastructure additions involve right-of-way, Consultant will provide the City with a listing of square footage of the added right-of-way and the City will assign values to it. • Fieldwork — Once the infrastructure assets have been identified, Consultant will request documents from the City as to the cost of the assets. These documents may include bid documents, reports to City Council accepting a project, final progress payments, pavement management system records, geographical information system records, as -built construction plans, zoning maps, etc. Consultant will use this information to document the cost of the infrastructure improvements and identify the segments within the City's infrastructure inventory that are affected by the project. Since Consultant has provided the City with infrastructure inventory services previously, Consultant will use their inventory records and update them for 7 I:\cmm\Agreemems\Davis Far LLP Professional services Agreement FY25-0076.doex-ms the additions and deletions of the identified infrastructure assets. Consultant will also calculate depreciation expense and accumulated depreciation to be removed for deleted assets. • Consultant will update the City's detailed infrastructure inventory based solely upon the information provided by the City. • Consultant will calculate accumulated depreciation and depreciation expense as of and for each year ending June 30 for each year under the contract. • Preparation of draft report — Upon completion of fieldwork, Consultant will prepare a draft report and submit it to the City for review and comment. The draft report will include an Executive Summary that dociunents our methodology for identifying infrastructure asset additions, methodology for identifying infrastructure asset cost, depreciation policies and a summary of infrastructure asset changes by network. Additionally, Consultant will provide detailed schedules of individual infrastructure asset additions and deletions. • Preparation of final report — Consultant will update the draft report to incorporate any comments received from the City, and once approved by the City, Consultant will submit a final report to the City. 8 I:\cmo\Agreements\Davis Far LLP Professional services Agreement FY25-0076.docx-ms 1W:40110.3101.1 PROJECT SCHEDULE Consultant estimates the following timeline for completion of the infrastructure update services. The dates listed below are for the fiscal year ending June 30, 2025 only and are target dates only. Consultant anticipates that subsequent contracted fiscal years will follow a consistent schedule. Actual dates will be discussed and agreed to by the City. Task Initial list of projects due from City Target Date July 11, 2025 Davis Farr evaluates projects and requests details from City July 18, 2025 City submits all documents to Davis Farr via SFTP site September 2, 2025 Begin fieldwork September 3, 2025 Complete fieldwork September 22, 2025 Submit questions to City, if needed September 22, 2025 City responses to questions due September 26, 2025 Submit draft report to City October 2, 2025 City provides comments on draft report to Davis Farr October 6, 2025 Submit final report to City October 8, 2025 9 l:\cmolAgrccmentstDavis Far LLP Professional Services Agreement FY25-0076.docx-ms EXHIBIT "C" FEE SCHEDULE Consultant will provide infrastructure update services for the fiscal years ending June 30, 2025, 2026 and 2027, with optional extensions for the years ending June 30, 2028, 2029 and 2030 at the sole discretion of the City for the following fixed fees. EndedYear June 30, 2025 Fixed Fee $18 500 2026 19,050 2027 19,620 2028 20,200 2029 20,800 2030 21,400 The breakout of the fixed fee for the fiscal year ending June 30, 2025 is as follows. The hours are based upon Consultant's previous experience in providing infrastructure update services for the City. Consultant anticipates the number of hours will be consistent each year. The increase in fixed fee is for estimated increase in the consumer price index. Classification Partner Hours Rate 6 $250 Amount $ 1,500 Project Manager 40 150 6,000 Project Staff 100 110 11,000 Totals 146 S18,500 10 I:Icmo\Agrecmcnts\Davis Far LLP Professional Services Agreement FY25-0076.doex -ms *08511:300a 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 By: vlarcus D. Davis, Partner Date: 6/10/2026 11 E:Icmo\Agreements\Davis Far LLP Professional services Agreement FY25-0076.docx-ms