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HomeMy WebLinkAboutContracts & Agreements_31-2019 AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of Cityworks enhancements and support services ("Agreement"} is made and entered in this 19th day of February, 2019 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City') and Miller Spatial Services ("Consultant"} City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties " In consideration of the mutual proinvses contained herein, City and Consultant agree as follows ARTICLE 1 —ENGAGEMENT OF CONSULTANT 1 1 City hereby engages Consultant to provide Cityworks enhanceixients and support 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 perfonn 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 prevadmg wage laws ARTICLE 3 —RESPONSIBILITIES OF CITY 31 City shall make available to Consultant iiformation in its possession that may assist Consultant in performing the Services 32 City designates Danielle Garcia, Management Services/Finance Director, as City's representative with respect to performance of the Services, and such person shall have the authority to transmit instructions, receive infoririation, 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 in accordance with the schedule set forth in Exhibit `B," entitled "Project Schedule," which is attached hereto and incorporated herein by reference 42 The term of this Agreement shall be for a period of one (1) years conniencing as of the Effective Date, unless terminated earlier as provided herein 1 43 If Consultant's Services include deliverable electronic visual presentation materials, such matenals 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 Total compensation for Consultant's perfonmance of the Services shall be in the amount of forty six thousand five hundred eighty dollars ($46,580) City shall pay Consultant in accordance with Exhibit "C" entitled "Project Costs," attached hereto and incorporated herein by 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 (i) on the date of delivery in person, (i) five (5) days after deposit in first class registered mail, with return receipt requested, (ii) 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 C Consultant City Clerk Bruce Miller, President City of Redlands Miller Spatial Services 35 Cajon Street 3499 10th Street P O Box 3005 (mailing) Riverside, CA 92501 Redlands, CA 92373 ARTICLE 6 —INSURANCE AND INDEMNIFICATION 61 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 wntten notice to City A Workers' Compensation and EmpIoyer's Liability insurance in the amount that meets 2 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 " 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 muninium 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 Business Auto Liability coverage, with mi numim limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury Lability 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 D 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 msured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor 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 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 Serviees Consultant further covenants and represents that in the performance of its duties hereundei, no person having any such interest shall perform any Services under this Agreement 72 Consultant agrees it is not a designated employee within the nicaning of the Political Reform Act because Consultant A Does not make a governinentaI decision whether to 3 (1) approve a rate, rule or regulation, or adopt or enforce a City law, (n) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization or entitlement, (m) authorize City to enter into, modify or renew a contract, (iv) grant City approval to a contract that requires City approval and to winch 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 Goverment 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 terns 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 m 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 m City's iiimieediate termination of this Agreement 83 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor Neither City not 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 perforin 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 foi the account of or on behalf of City Consultant shall have no authority, express or miphed, 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 4 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 temimated 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 imaiediately 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, estirnates, 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. 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, 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 trmcs 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 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 87 This Agreement shall be governed by and construed in accordance with the laws of the State of California 8 8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement is declared mvand, 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 reiranimg sentences, clauses, paragraphs or sections contained hercm, unless to do so would deprive a Parry of a material benefit of its bargain under this Agreement 5 IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF REDLANDS MILLER SPATIAL SERVICES By By 11je aul W Foster, Mayor race Ufter, President Attest e Donaldson, City Clerk 6 EXHIBIT "A" SCOPE OF SERVICES Description Deliverables INITIAL CONFIGURATION MEETING Meeting Notes CITYWORKS PLL PUBLIC PORTAL Configured and tested public portal CONFIGURATION that is available for outside users TRAIN STREET LIGHT CREW ON Streetlight work activities configured CITYW0RKS MOBILE 6 (OR LATEST for Cityworks Mobile VERSION) Streetlight staff trained on using Cityworks Mobile Streetlight supervisors trained in dispatching of work and quality control REVIEW AND IMPROVE QUALITY OF Configured work activities optimized LIFE PROCESSES AND CiTYWORKS for Cityworks Mobile MOBILE USAGE Users, both field and admin, trained on Cityworks Mobile and Desktop respectively IMPLEMENT CITYWORKS ANALYTICS One asset type set up and configured in functional Cityworks Analytics Cityworks admins trained on how to set DEVELOP STRATEGY FOR ATTACHING A report will be provided detailing a ASSETS TO UNATTACHED WORK recommended process for attaching COSTIBENEFIT ANALYSIS OF Review and recommendation report ELECTRONIC PLAN REVIEW on electronic plan review software TRAINING AND TRAINING MANUALS 8 Days Training Admin and User Training completed Copy of training material used in training session delivered in digital format (PDF) POST INSTALLATION SUPPORT 120 Hours of support 7 EXHIBIT "B" PROJECT SCHEDULE Month Month Month Month Month Month Month Month Task Description 1 2 3 4 5 6 7 712 Initial Configuration 1 Meetings Train Street Light Crew on Cityworks Mobile 2 Usage Improve Quality of Life Processes and Cityworks Mobile 3 Usage Cost Benefit Analysis of Electronic Plan 4 Review Cityworks PLL Public 5 Portal Configuration Implement Cityworks 6 Analytics Develop Strategy for 7 Attaching Assets Post Installation Zoou 8 Supportrs 8 ENIMIT "C" PROJECT COST c Rates $ $ 105 $ 125 $ 95 Tas;,Milestone Description Total Cost Manager PLL Develope Tech 1 Initial Configuration Meeting $ 3 750 15 15 a Meeting Notes 2 Citvworks PLL Public Portal Configuration S 4 535 3 30 10 a Portal b Configured 3 Train Street Light Crew on Cityworks Mobile $ 1,930 2 12 4 a Streetlight work activities b configured Streetlight staff trained c Streetlight Supervisors trained 4 Review/Improve Quality of Life Processes $ 15,370 6 120 20 a Workflow Review b Configured Work Activities for each c group Training 5 Implement Cityworks Analytics $ 2,580 2 20 2 a Software installation Configure for 1 asset b type Training 6 Develop Strategy for Attaching Assets $ 2,145 1 10 10 a Strategy Report 7 Cost/Benefit Analysis of Electronic Plan $ 3,670 1 20 15 a Recommendations Report 8 Post-installation Support $ 12,600 120 a 120 hours Post Installation support Total Cost $46,580 Rates Project Manager $145 PLL Implementer $105 Developer $125 Tech Writer $95 9 PS-1 l(l 24 19) EXHIBIT "D" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the fallowing 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 I am aware of the provisions of Section 3700 of the Labor Code which requires every e loyer to be insured against Lability 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 of permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' conipensatlon laws of California However, at any tune, 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 MILLERS TI1LL SERVICES Date ��pT By Bruce Miller, President 10