HomeMy WebLinkAboutContracts & Agreements_178-2018 Ps 1 I(W27/18)
AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of construction management software and software
training("Agreement")is made and entered in this 1 S''day of September,2018 ('Effective Date"),
by and between the City of Redlands, a municipal corporation ("City)" and Virtual Project
Manager, LLC ("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 I —ENGAGEMENT OF CONSULTANT
I I City hereby engages Consultant to provide construction management software and
software training services for City(the"Services")
12 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
21 The Services that Consultant shall perform are more particularly described in 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 Paul Toor, Municipal Utilities and Engineering 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
41 Consultant shall perform and complete the Services in a prompt and diligent manner
accordance with the schedule set forth in Exhibit"A," entitled "Scope of Services,"which
is attached hereto and incorporated herein by reference The Services shall commence on
the Effective Date of this Agreement
42 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 two (2) one-yeah additional terms(each, an"Extended Tern"),
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on the same terms and conditions hereof,by providing written notice to Consultant at least
thirty(30)days prior to the expiration of the Initial Term or any Extended Term The Initial
Term and any Extended Terms are hereinafter collectively referred to as the"Term"of this
Agreement
43 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 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 The total annual compensation for Consultant's performance of the Services shall not
exceed the amount of fifteen thousand three hundred thirty three dollars and thirty three
cents ($15,333 33) for Services rendered during the first three (3) years and Services shall
not exceed the amount of twelve thousand dollars ($12,000 00) for the remaining two (2)
years The total compensation that may be paid to Consultant during the Term of this
Agreement shall not exceed seventy thousand dollars ($70,000 00) City shall pay
Consultant on a time and materials basis up to the not to exceed amount in accordance with
Exhibit "A," entitled "Scope of Services and Fees," 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 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
53 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 (1) on the date
of delivery in person, (ii)five(5)days after deposit in first class registered mail,with return
receipt requested, (m)on the actual delivery date if deposited with an overnight courier, or
(iv)on the date sent by facsimile, 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 Consultant
City Clerk Lex Zuber, CEO-President
City of Redlands Virtual Project Manager, LLC
35 Cajon Street P O Box 8127 (mailing)
P O Box 3005 (mailing) Bend, OR 97701
Redlands, CA 92373 lex virtual- m com
(760) 881-6627
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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 pool 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 "C"
entitled "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 of 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 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
62 Consultant shall defend, indemnify and hold harmless City and its elected 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
71 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 of 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
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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
(i) approve a rate, rule of regulation, or adopt of enforce a City law,
(n) issue, deny, suspend of revoke any City permit, license, application,
certification, approval, order of similar authorization of entitlement,
(rrr) 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 of guidelines for City
of 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
positron specified in City's Conflict of Interest Code under Government Code
section 87302
73 In the event City determines that Consultant must disclose its financial interests,Consultant
shall complete and file a Farr 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
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 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
83 Consultant is for all purposes under this Agreement an independent Consultant and shall
perform the Services as an independent Consultant Neither City nor 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
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no event shall Consultant or personnel retained by it be deemed to have been employed by
City or engaged by City foi 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 of implied, to bind City to any
obligation
84 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-rats basis
for Services completed up to the date of termination
85 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,of 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
86 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 foi herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Consultant
87 This Agreement shall be governed by and construed in accordance with the laws of the
State of California
88 If one or more of the sentences,clauses,paragraphs of 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
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IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed
in confirrnation of this Agreement
CITY OF REDLANDS Virtual Project Manager, LLC
By By
Pau1W Foster, Mayor 5Lex 'eVr, r0--President
Attest
a&&A�a— Lu&."� -
&dme Donaldson, City Clerk
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EXHIBIT "A"
SCOPE OF SERVICES
The proposed construction management software shall provide the following integrated functionality
(meaning the individual components utilize a shared repository of information and processes to ensure
that all users have access to the same information, that redundant data entry is not required and that
each of the components has a similar"look and feel"
1) Consultant shall provide the appropriate resources to modify or enhance applications to
ensure the software will support City's business requirements,
2) Consultant shall customize standard forms (up to 10 forms)to meet the City s need The
City will provide markups on various standard forms within the City The Consultant will
be required to create the forms with the City provided files
3) Consultant shall develop document management system for incoming and outgoing
correspondence including provided recommendations,
4) Consultant shall provide training to City staff consisting of up to 40 hours of onsite training
for various functions within the software including, but not limited to, change
management, change orders, progress payment processing, submittal review, requests
for information review and documentation of correspondence The training period may
be broken into various phases, based on City needs,
5) Consultant shall provide support for troubleshooting, problem resolution, enhancement
and support services for the software,
6) At the discretion of City, consultant support shall be assigned and resided at the City's
office during business hours,
7) Software shall allow an unlimited number of users,
8) Software shall have a place to store/attach all documents pertinent to the project, plans,
specifications, notice to proceed, City forms, etc
9) Software shall allow daily logs to be entered in the field and have a place to track labor,
material and equipment on each day with pull-downs entered at the start of a job,as well
as attach all necessary documents while in the field,
10) Daily logs shall time stamp all documents entered,
11) Software shall produce weekly statement of working days,
12) Software shall have the option of calendar days or working days and calculate the
completion date given the start date and number of days in contract,
13) Software shall allow both the City and contractorto enter requests for information (BFI's),
submittals, payment applications and change orders,
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14) Software shall allow an unlimited number of users,
15) Software shall have a storm water module,
16) Software shall send out"ball-in court" emails to remind people of outstanding tasks
17) Software shall track each submittal review and provide a summary of how many reviews,
comments made and days associated with the review,
18) Software shall have an approval process for change orders and payments,
19) Software shall allow certified payroll (CPR) to be submitted from contractor and check
CPR for violations,
20) Software shall have a place to attach preliminary notices so contractor is aware of the
releases they will need,
21) Data migration that occurs in the future shall be planned and managed by City personnel
with consultants assistance,
22) The City is currently using LASERFICHE for document management upon termination of
the contract, consultant shall work with the City and/or LASERFICHE directly (or current
document management consultant)to migrate all necessary data,
23) Software shall be guaranteed a 99 999% uptime,
24) At any given time,should the City need a copy of the software database,the vendor shall
be able to export all databases into a backup file that can be imported into a Microsoft
Structured Query Language(SQL)Server database,
25) The hosted site must provide a secure connection using Secure Sockets Layer(SSL),
26) Services shall be made available through redundant datacenters to increase system
availability,
27) Software systems shall be backed up daily to ensure City data is protected in anticipation
of disaster recovery, and
28) Technical support must be available for City Staff at a minimum during normal business
operations Mon-Fri 7 30—5 30 PST
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EXHIBIT "B"
Fee Schedule
Year 1-3 $46,000
Training Programming and Setup $250/HR $10,000 00
up to 40 hours (Year 1 Only)
Software License(Unlimited Concurrently $1,000 00 a
running projects open and closed) month
Users can be set up on an as needed basis at $0
no additional cost
Unlimited users $0
Unlimited Storage $0
Unlimited Projects $0
Technical support (8-5 PST)No additional $0
cost
Year 4-5 $12,000/year
Software License (Unlimited Concurrently I $1,000 00 a
running projects open and closed) month
Users can be set up on an as needed basis at $0
no additional cost
Unlimited users $0
Unlimited Storage $0
Unlimited Projects $0
Technical support(8-5 PST)No additional $0
cost
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EXHIBIT "c"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employei, except the State, shall secure the payment of compensation in one of 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 Directoi of Industrial Relations, a certificate of consent to
self-insure, eithei as an individual employer, or as one employei 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
I am aware of the provisions of Section 3700 of the Labor Code which requires every
ployei to be insured against liability for Workers' Compensation of to undertake sell-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
J
ent (Labor Code §1861)affirm that at all times, in performing the work and activities required or permitted under
eement, I shall not employ any person in any manner such that I become subject to the
' 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 udder penalty of penury under the laws of the State of California that the information and
representations made in this certificate are true and correct
Virtual Project Manager, LLC Date
B
Lex ber, CEO-President
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