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HomeMy WebLinkAboutContracts & Agreements_228-2017 AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement foi the provision of information technology consulting services ("Agreement") is made and entered in this 25th of Septembet, 2017 ("Effective Date"), by and between the City of Redlands, a municipal corpoiation ("City)" and eTop Technology ("Consultant") City and Consultant are sometimes individually referred to herein as a"Party" and, togethei, as the"Parties " In consideration of the mutual promises contained herein, City and Consultant agree as follows ARTICLE 1 —ENGAGEMENT OF CONSULTANT I I City hereby engages Consultant to provide information technology consulting services foi City's Municipal Utilities and Engineering Department (the"Services") 1 2 The Services shall be performed by Consultant in a professional mannei, 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 ill Exhibit "A," entitled "Scope of Services,"which is attached hereto and incorporated herein by reference 22 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 32 City designates Mike Pool, Interim Municipal Utilities and Engineering 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 41 Consultant shall perform and complete the Services on-call in a prompt and diligent manner 42 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 I D Awi Ili am\DocumentsleTop Consultine.doex Redlands City Council's adopted policy foi 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 total compensation fot Consultant's performance of the Services shall not exceed the amount of Three Thousand Seven Hundred Fifty dollars ($3,750) City shall pay Consultant on a time and materials basis tip to the not to exceed amount, in accordance with Exhibit"B," entitled "Hourly Rate Schedule,"which is attached hereto and incorporated herein by this reference 52 Consultant shall submit monthly invoices to City describing the Services performed during the preceding month Consultant's invoices shall include a btief description of tine Services performed,the dates the Services were performed, the number of hours spent and by whom, and a desctiption of reimbursable expenses related to tine project City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice 5 3 Any notice of other communication required, or which may be given, pursuant to this Agreement, shall be in wt iting Any such notice shall be deemed delivered (i) on the date of delivery in person, (n) five (5) days after deposit in first class registered mail, with return receipt iequested, (iii) on the actual delivery date if deposited with an overnight courier, or(iv) on tine date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered of express marl, in each case proper ly posted and fully prepaid to the appropt iate address set forth below, or such other address as a Party may provide notice in accordance with this section City Consultant Michael Pool, Interim Directot Jonathan Arnott MUED Business Development City of Redlands eTop Technology 35 Canon Street, Suite 15A 611 W Redlands Blvd, Ste G PO Box 3005 (matting) Redlands, CA 92373 Redlands, CA 92373 ARTICLE 6—INSURANCE AND INDEMNIFICATION 61 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 of modification of the policy except upon thirty (30) days prior written notice to City 2 D-\w1ham\DncumentsleTop Consulune.docx 62 Woikers' Compensation and Employer's Liability insurance In the amount that meets statutory requirements with an insurance carries acceptable to City, of certification to City that Consultant is self-insured of exempt from the woikers' compensation laws of the State of California Consultant shall provide City with Exhibit"C," entitled "Workers' Compensation Insurance Certification,"which is attached hereto and Incorporated herein by this reference prior to commencement of the Services 63 Consultant shall secure and maintain comprehensive general liability insurance with carriers acceptable to City Minimurn 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 64 Consultant shall secure and maintain professional liability insurance in the amount of One Million Dollars ($1,000,000)pet claim made 6 5 Consultant shall have 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 66 Consultant shall defend, indemnify and hold harmless City and its elected officials, employees and agents from and against any and all claims, losses of liability, including attorneys' fees, arising from injury or death to persons or damage to property occasioned by any negligent act or omission by, of the willful misconduct of, Consultant, or its officers, employees and agents in performing the Services ARTICLE 7—CONFLICTS OF INTEREST 71 Consultant covenants and represents that it does not have any investment of 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 72 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 (t) approve a rate, rule or regulation, or adopt or enforce a City law, 3 D\NvilhamlDocumentsleTop Consultm,.doca (ii) issue, deny, suspend of revoke any City permit, license, application, certification, approval, order of similai authoiszation os entitlement, (iii) authorize City to entei into, modify or renew a contract, (iv) grant City approval to a contract that requires City approval and to which City is a party, of to the specifications foi such a contract, (v) grant City approval to a plan, design, report, study or similar item, (vi) adopt, of grant City approval of, policies, standards of guidelines for City of foi any subdivision thereof B Does not serve in a staff capacity with City and in that capacity, participate in snaking a governmental decision or otherwise perform the same of substantially the same duties foi City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code andel Government Code section 87302 73 In the event City officially determines that Consultant must disclose its financial interests, Consultant shall complete and file a Fau Political Practices Commission Form 700, Statement of Economic Interests, with the City Cleik'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 of 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 foi the use of in-house counsel by a Party 82 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 83 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, of upon the request of City Any reuse of such documents, and any use of incomplete documents, shall be at City's sole tisk 84 Consultant is for all purposes undei this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City nos 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 D IwilliamlDocumentsWop Consultmg.docx whatsoever as an agent, nor shall Consultant have any authoi ity, express of implied, to bind City to any obligation 85 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 far anticipated profit of unperfolmed 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, delivet 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 rnatei ials 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 per rod of three (3) years, of for any longet pei rod 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 87 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 of verbal agreements relating to such matters are superseded by this Agreement Except as otherwise provided fot herein, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant 88 This Agreement shall be governed by and construed in accordance with the laws of the State of California 89 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 mater ral benefit of its bargain undet this Agreement 5 D'ltvtlliamlDocumentsleTop Consultmg,docx IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF REDLANDS ETOP BySi �Mt4 By U,)d 1061& CEO cConnell, William Pote CEO Purchasing Agent Attest J ne Donaldson, C)ty Clerk 6 DAwi1ham1DocumentsleTop Consulting.docx EXHIBIT "A" SCOPE OF SERVICES Provide consulting services related to the information technology needs of certain Smart Redlands projects including network architecture design, cloud computing support and other related services 7 DA%villiamlDocumentsleTop Consultor.g.docx EXHIBIT "B" HOURLY RATE SCHEDULE PERSONNEL $/Hr Consulting $12500 D-\williamlDocuments\cTop Consulting.doea EXHIBIT "C" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employet, except the State, shall secure the payment of compensation in one or more of the fol lowing ways (a) By being insured against liability to pay compensation by one of more insurers duly authorized to wi ite compensation insurance in this State (b) By sectu ing from the Director of Industi tal Relations, a certificate of consent to self-insure, eithet as an individual employer, of as one employet 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 64)'I®am aware of the provisions of Section 3700 of the Labor Code which requires every employet to be insured against liability for Workers' Compensation or to undertake self-insurance to accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required of 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 mannei such that I become subject to the workers' compensation laws of California Howevet,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, of a certification of workers' compensation insurance I certify under penalty of perjury tinder the laws of the State of California that the information and representations made in this certificate are true and correct eTop Technology Date 9/20/2017 By �/0e& CEO Name William Pote CEO 9 D Iwil]jam\DocumentsleTop Consultinb.doex EXHIBIT "A" l. 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