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CITY OF REDLANDS
I ROf,'L°SSIONAL SERVICES AGREEMENT
WITH AMERICAN RELIANCE, INC,
This agreement for mobile computer maintenance services ("`Agreement") is made and
entered into this 16"' day of.June, 2011., by and between the City of Redlands, a rnunicipal
corporation organized Linder the Imus of the State: of California (""City") and American
Reliance Inc/AMREL, a California corporation ("Consultant"), City and Consultant are
sometimes individually referred to as"Party"and, together,as the "Parties,"
RECI'T'ALS
A. Consultant desires to perform and assume responsibilityfor the provision of
certain professional services required by City on the terms and conditions set forth in this
Agreement. Consultant represents that it is experienced in Providing mobile computer
maintenance repairs and services to public clients, is licensed in the State of California, and is
familiar with the plans of City.
B. City desires to engage Consultant to render such services for the City'
Police Department ("Department") as set forth in this Agreement.
AGREEMI:�f r
I._ TERMS
1.1 Scope of Services and Term..
1.1.1 General Scope of Services. Consultant shall furnish to City all labo;..
materials, tools, equipment, services, and incidental and custornary work necessary to fully
and adequately supply professional mobile computer maintenance repairs and services for the
Department ("Services"). The Services are more particularly described in Exhibit "A,""
attached hereto and incorporated herein by reference, The Services shall be subject to, and
performed in accordance with this Agreement, the exhibits attached hereto, and all applicable
local, state acid federal laws, rules and regulations.
1.1.2 Items Covered by the ,,�kgyree hent. Rugged computers and docking
stations configured as originally sold to City. accessories such as carrying cases, adapters
and plugs are not covered by this,Agreement.
1.1.3 Term. The term of this greement shall be from June 15, 2011 to June
15, 2012 unless earlier terminated as provided herein. Consultant shall complete the Services
Within the term of this Agreement, and shall meet any other reasonable schedules arid
deadlines established by the Department.
Responsibilities of Consultant.
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2.2.1 Control and Payrnentof SubqrdinqtKs,�Inde�-endent�Cont�ractor. The
Services shall be performed by Consultant or tinder its supervision. Consultant will determine
the mens, methods and details of performing the Services subject to the requirements of this
Agreement. City retains Consultant on an independent contractor basis and not as an
employee. Consultant retains the right to perform similar or different services for others
during the term of this Agreement, Any personnel performing the Services tinder this
Agreement on behalf of Consultant shall not be deemed employees of City, and shall at all
times be under Consultant's exclusive direction and control. Consultant shall pay all wages,
salaries, and other amounts due such personnel in connection with their performance of the
Services as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel; including, but not limited to, social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
2.2.2 Schedule of Set-vices. Consultant shall perform the Services
expeditiously within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attached hereto and incorporated herein by reference.
Consultant represents that it has the professional and technical personnel required to perform
the Services in conformance with such conditions. hi order to facilitate Consultant's
conformance with the Schedule of Services, City shall respond to Consultant's subrnittalsin a
timely manner, Upon request of City, Consultant shall provide, a more detailed schedule of
anticipated performance to meet the Schedule of Services.
2.2.3 Conformance to ADtilicable Reauirements. All work undertaken by
Consultant in performing the Services shall be subject to the prior approval of City.
2.2.4, Substitution of Key Personnel. Consultant has represented to City that
certain key personnel will perform and coordinate the Services under this Agreement. Should
one or more of such personnel become unavai table, Consultant may substitute other personnel
of at least equal competence upon written approval of City, In the event that City and
Consultant cannot agree as to the substitution of key personnel, City shall be entitled to
terminate this Agreement. As discussed below, any personnel who fail or refuse to perform
the Services in a manner acceptable to City, or who are determined by City to be
uncooperative, incompetent., a threat to the adequate or timely completion of the Services, or a
threat to the safely of persons or property, shall be promptly removed from performing any
business by Consultant at the request of City. The key personnel for performance of the
Services are as follows: Ron McMahan, Diana [)avila, Magnus Pyk. Bonnie Zheng, Wendy
Clicng, and Javier Camarillo.
2.2.5 City's Representative. City hereby designates David 1-lexem, Chief
Information Officer,or his designee, to act as C ity's representative for the performance of this
Agreement ("City's Representative"). City's Representative shall have the power to act on
behalf of City for all purposes tinder this Agreement. Consultant shall not accept direction or
orders from any person other than City's 11epresentative.
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2.2.6 Consultant's Representative. Consultant hereby designates Diana
Davila, or tier designee, to act as Consultant's representative for the performance of this
Agreement ("Consultant's Representative"). Consultant's Representative shall have full
authority to represent and act on behalf of Consultant for all purposes under this Agreement.
Consultant's Representative shall supervise and direct the Services, using his best skill and
attention, and shall be responsible for all means, methods, techniques, sequences and
procedures and for the satisfactory coordination of all Services under this Agreement.
2.2.7 Coordination of Services. Consultant shall work closely with City staff
in the performance of Services and shall be available to City's staff and consultants at all
reasonable titues.
Standard of Carc,, Performance by Consultant. Consultant shall
perform the Services under this Agreement in a skillful and competent manner, consistent
with the standards generally recognized as being employed by professionals in the same
discipline in the State of California. Consultant warrants that all of its employees and
subcontractors shall have sufficient skill and experience to perform the Services assigned to
them. Consultant further represents that Consultant, and its employees and subcontractors,
have all licenses, permits, qualifications and approvals of whatever nature that are legally
required to perform the Services, including a City business License, and that such licenses and
approvals shall be maintained throughout the term of this Agreement. As provided for in the
indemnification provisions of this Agreement,. Consultant shall perform, at its own cost and
expense and without reirribursement from City, any additional Services necessary to correct
errors or omissions in the work associated with the Services which are caused by Consultant's
failure to comply with the standard of care provided for herein.
2.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any manner
affecting tile performance of tile Services, including all Cal/OSHA requirements, and shall
give all notices required by law. Consultant shall be liable for all violations of such laws and
regulations in connection with the Services. If the Consultant performs any work knowing it
to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for
all costs arising therefrom, Consultant shall defend, indemnify and hold City, and its elected
officials, officers, employees and agents, free and harmless, pursuant to the inderrinification
provisions of this Agreement, from any claim or liability arising out of any failure or alleged
failure to comply with such laws, rules or regulations.
2.2.1f1 Insurance. All insurance required by this Agreement shall be
maintained by Consultant for the duration of the Services, and shall be primary with respect to
City and non-contributing to any insurance or self-insurance maintained by City.
2.2.10.1 Workers' Compensation and Emplover's Liability.
Consultant shall secure and maintain Workers' Compensation and Eniplover's Liability
insurance for its employees throughout its performance of tile Services pursuant to Labor
Code sections 3700 and 1860, in an amount which meets statutory requirements, with an
insurance carrier acceptable to City. The insurance policy shall include a provision
prohibiting the policy's modification or cancellation except upon thirty(30) days prior written
notice to City. Consultant shall execute and deliver to City a Worker's Compensation
Insurance Certification in the Forin attached hereto as Exhibit "C" prior to commencement of
the Services.
2.2.10.2 Coin"r hensive General Liability_Insurance. Consultant
shall secure and maintain in force throughout its performance of the Services comprehensive
general liability insurance, with carriers acceptable to City, with minimum 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. City shall be named as an additional
insured and the insurance policy shall include a provision prohibiting its modification or
cancellation except upon thirty (30) days prior written notice to City. A certificate of
insurance and endorsements shall be delivered to City prior to commencement of the
Services.
2.2.10.3 Business Auto Liability Insurance. Consultant shall
secure and maintain in force throughout its performance of the Services business automobile
liability coverage, with minimum limits of One Million Dollars ($1,000,000) per occurrence,
combined single limit for bodily injury liability and property darnage liability, This coverage
shall, include all Consultant owned vehicles uscd'o4 the Project, hired and non-owned
veh'icles, and employee non-ownership vehicles. City shall he named as an additional insured
and the insurance policy shall include a provision prohibiting its modification or cancellation
except upon thirty (30) days prior written notice to City. A certificate of insurance and
endorsements shall be delivered to City prior to commencernent of the Services.
3.2.100 Deductibles and Self-Insurance Retentions, Any
deductibles or self-insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City,either: (1) the insurer shall reduce or
eliminate such deductibles or self-insured retentions- as respects the City, its direc ors,
officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a
bond guaranteeing payment of losses and related investigation costs, claims and
administrative and defense expenses,
32.1U, Safety. Consultant shall execute and maintain its work
so as to avoid injury or damage to any person or property. In performing the Services,
Consultant shall at all times be in compliance with all applicable local, state and federal laws,
rules and regulations, and shall exercise all necessary precautions for the safety of employees
appropriatz to the nature of the Services and the conditions`under which the Set-vices are,to be
performed. Safety precautions as applicable shall include, but shall not be limited to: (A)
adequate life protection and life saving equipment and procedures; (B) instructions in accident-
prevention
ccidentprevention for all employees and subcontractors, such as safe walkways, scaffolds, fall
protection ladders, bridges, gang planks, confined space procedures, trenching and shoring,
equipment and other safety devices, equipment and wearing apparel as are necessary or
lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper
inspection and maintenance of all safety measures.
1':cdWi Reliame Service Coom d(,--
13 Fees and Payments.
33-1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for the Services rendered under this Agreement at the rates set
forth in Exhibit "D" attached hereto and incorporated herein by reference. The total
compensation shall not exceed Twenty Six Thousand Seven Hundred Thirty Dollars
($26,730), Extra Work may be authorized, as described below, and if authorized, will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Pavmcnt of.Cram perisation. Consultant shallsubmit quarterly invoices
to City describing the Services performed during the preceding quarter. Consultant's invoices
shall include a brief description of the Services performed, the dates the Services were
performed. and the number of hours spent and by whom. City shall pay Consultant no later
than thirty (30)days after receipt and approval by City of Consultant's invoice.
3.3.3 Extra Work. At any time during the ten-n of this Agreement, City may
request that Consultant perform Extra Work. As used herein, "Extra Work" means any work
which.is determined by City to be necessary for the proper completion of the Project, but
which the Parties did not reasonably anticipate would be necessary at the execution of this
Agreemenf. Consultant shall not perform, nor be compensated for, Extra Work without
written authorization from City's Representative.
3.4 Accounting Records.
3.4.1' Maintenance and Inspection. Consultant shall maintain complete and
accurate- records with respect to all costs and expenses incurred under this Agreement. All
such records shall be clearly identifiable. Consultant shall allow a representative of City
during< norinial business hours to examine, audit, and make transcripts or copies ofsuch
records and any other documents created pursuant to this Agreement. Consultant shall allow
inspection of all work, data, documents, proceedings, and activities related to the Agreement
for a period of three (3)years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to
Consultant, terminate this--Agreement
at any time by giving written notice to Consultant of
such termination, and specifyirny the effective date thereof, at least seven (7) days before the
effective date of'such termination. Upon termination, Consultant shall be compensated only
for those Services which have been adequately rendered to City, and Consultant ,,hall be
entitled to no further compensation.
3.5.1.2 Effect of Termination, If this Agreement is terminated as
provided herein, City, may require Consultant to provide all finished or unfinished Documents
and Data (as defined hereafter in Section 3.5.3.1) and other information of my kind prepared
1`ca'dmi Ainemin Rdumce Servw"Conwmcl doe
by Consultant in connection with the performance of Services under this Agreement.
Consultant shall be required to provide such document and other information within fifteen
(15)days of the request.
3.5.1.3 Additional Services. In the event this Agreement is terminated
as provided for herein, City may procure, upon such terms and in such rnanner as it may
determine appropriate, services similar to those terminated.
3.5.2 Delivery, of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such other
address as the Parties may provide in writing for this purpose:
Consultant: American reliance I ric/A M REL City: City of Redlands
3445 Fletcher Avenue 35 Cajon Street
El Monte, CA 91731 Redlands, CA 92373
Attn: Diana Davila, Customer Relations Attn: David Hexem
Notices shall be deemed made when personally delivered or when mailed, forty-eight (48)
hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at
its applicable address. Actual notice- shall be deemed adequate notice on the date actuat
notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentialiky,
censing of_Intel.lectqAf_Pro e�rty. This
3.5-3.1 'Documents & Data; Li
,Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse,
or sublicense any and all copyrights, designs, and other intellectual property embodied in
plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixedr in any tangible medium of expression, including but not limited to., physical
drawings or data magnetically or otherwise recorded on computer diskettes., which are
prepared or caused to be prepared by Consultant under this Agreement ("Documents &
Data"). Consultant shall require all subcontractors to agree in writing that City is granted a
non-exclusive and perpetual license for any Documents & Data the subcontractor prepares
under this Agreement. Consultant represents and warrants that Consultant has the legal right
to license any and all Documents & Data. Consultant makes no such representation and
warranty in regard to Documents & Data which were prepared by design professionals other
than Consultant or provided to Consultant by City. City shall not be limited in ally way in its
use of the Documents and Data at any time- provided that any such use not within the
purposes intended by this Agreement shall beat City's sole risk.
3,5,3-),2 Ccanficlentiaality. All ideas, mernoranda. specifications. plans,
procedures, drawings, descriptions, computer program data, input record data., written
information, and other Documents and Data either created by or provided to Consultant in
connection with the performance of this Agreement shall be held confidential by Consultant.
Anierw,m Prhnire'er,icc Contrao doe
Such materials shall not, without the prior written consent of City, be used by Consultant for
any purposes other than the performance of the Services. Nor shall such materials be
disclosed to any person or entity not connected with the performance of the Services.
Nothing furnished to Consultant which is otherwise known to Consultant or is generally
known, or has become known, to the related industry shall be deerned confidential.
Consultant shall not use City's name or insignia, or any publicity pertaining to the Services in
any magazine, trade paper, newspaper, television or radio production or other similar medium
without the prior written consent of City.
3.5.4 Cooperation; Further Acts. 'rhe Parties shall fully cooperate with one
another, and shall take any additional acts or sign any additional documents as may be
necessary,appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorneys' Fees. If either Party commences an action against the other
Party, legal, administrative or otherwise, arising out of or in connection with this Agreement,
the prevailing Party in Such action shall be entitled to have and recover from the losing Party
reasonable attorneys' fees, including fees for use of in-house counsel by a Party, and all other
costs of such action.
3.5.6 Indemnification. COIISUItant shalt defend, indemnify aad hold the City,
and its elected officials, officers, employees, volunteers and agents free and harmless from
any and all claims., demands, causes of action, costs, expenses, liability, loss, damage or
injury, in law or equity, to property or persons, including wrongful death, in any manner
arising out of or incident to any alleged acts. omissions or willful misconduct of Consultant,
its officials, officers, employees, agents, consultants and contractors arising out of or in
connection with the performance of rthe Services or this Agreement, including without
limitation the payment of any consequential damages up to the amount of Ten Thousand
Dollars (fiO,000), and attorneys' fees and other related costs and expenses. Consultant shall
defend, at,C-onsultant's own cost, expense and risk, any and all such aforesaid suits, actions or
other legai proceedings of every kind that may be brought or instituted against City, its
elected officials, officers, employees, agents or Volunteers. Consultant shall pay and satisfy
any judgment, award or decree that may be rendered against City or its elected officials,
officers, employees, agents or Volunteers. in any such suit, action or other legal proceeding.
Consultant shall reimburse City and its elected officials, officers, employees, agents and/or
volunteers, for any and all legal expenses and costs incurred by each of them in connection
therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify
shall not be restricted to insurance proceeds. it'any, received by City, or its elected officials_
officers, employees, agents or volunteers.
).5.7 Entire Aereement. This Agreement contains the entire agreement of
the Parties with respect to the subject matter hereof, and, supersedes all prior negotiations.
understandings or agreements. This Agreement rnay only be modified by a writing signed by
the Parties.
3.5.E
:Toverning L.aw. This Agrecrnent shalt be governed by tile laws of the
State of California. Venue shall be in San Bernardino County, San Bernardino District.
I caidlm Rehaoee sc,vkc
3.5.9 Time of Essence. Time is of the essence for each and every provision
of this Agreement.
3.5.10 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the Parties.
3.5.11 Assignment or Transfer. Consultant shall not assign, hypothecate, or
transfer, either directly or by operation of law, this Agreement or any interest herein without
the prior written consent of the City. Any attempt to do so shall be null and void, and any
assignees, hypothecates or transferees shall acquire no right or interest by reason of such
attempted assignment, hypothecation or transfer.
3.5.12 Con structigpi References,Cap tions. Because the Parties or their agents
have participated fully in the preparation of this Agreement, the language of this Agreement
I
shall be construed simply, according to its fair meaning, and not strictly for or against any
Party. Any term referencing tirne, days or period for performance shall be deemed calendar
days and not work days. All references to Consultant include all personnel, employees,
agents, and subcontractors of Consultant, except as otherwise specified in this Agreement.
All references to City include its elected officials;officers, employees. agents, and volunteers
except as otherwise specified in this Agreement. The captions of the various articles and
paragraphs are for convenience and case of reference only, and do not define, limit, augment,
or describe the scope,content, or intent of this Agreement.
3.5.13 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed In writing and signed by the
Parties.
3.5.14 Waiver, No waiver of any default shall constitute a waiver of any other
default or breach, whether of the same or other covenant or condition. No waiver, benefit,
privilege, or service voluntarily given or performed by a Party shall give the other Party any
contractual rights by custom, estoppels, or otherwise.
3.5.15 No Third Party` beneficiaries. ]"here are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.16 Invalidity, Severability-; If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions shall continue in full force and effect,
3.5.17 Prohibited Interests, Consultant maintains and warrants that it has not
employed nor retained any company or person, other than a bona ride employee working
solely for Consultant, to solicit or Secure this Agreement. Further, Consultant warrants that it
has not paid nor has it agreed to pay any company or person, other than 1 bona fide employee
working solely for Consultant, any fee, commission, percentage. brokerage fee, gift or other
consideration contingent upon or resulting from the award or making ofthis Agreement. For
Reliance Sc.r,ieo Conlmo doe
breach or violation of this warranty, City shall have the right to rescind this Agreement
without liability. For the term of this Agreement, no member, officer or employee of City,
during the term of his or her service with City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.18 Equal Opportunity Employment, Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex or age. Stich non-di scrimi nation shall Include, but not be limited to, all activities
related to initial employment, upgrading, demotion. transfer, recruitment or recruitment
advertising, layoff or termination. Consultant shall also comply with all relevant provisions
of City's Minority Business Enterprise program, Affirmative Action Plan or other related
programs or guidelines Currently in effect or hereinafter enacted.
3.5.19 Authority to Enter Agreement. Consultant has all requisite power and
authority to conduct its business and to execute, deliver., and perform the Agreement. Each
Party warrants that the individuals who have signed this Agreement have the legal power,
right, and authority to make this Agreement and bind each respective Party.
3.5.20 Counter-)arts. `thisAgreementmay be signed in counterparts, each of
which shall constitute an original.
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rdmr\o.reenwnwAmencan Rchancc SM WC CMI�T,Wt doC
CITY OF REDLANDS American Reliance Inc 1 AMREL
;A
F
By:r�' = B
N. End` e ' inez Vie Chiang CF Date
City anagen
_ r
Diana it D to
Customer Relations
ATTEST:
Sam Irwin, C e
['. 3 ism= r_emenic=Am ascan Re a cv tier-;i °Confmct.iloc
Exhibit "A"
Scope of Services
Hardware Maintenance—To provide the CITY with Out of Warranty Maintenance In-Service
Repairs on existing Rugged Notebook Computers and Docking Stations, hereinafter referred to
as "MDC*'. on a renewable yearly basis. The CITY currently has 27 MDC's that were purchased
in 02/10/06, 09/27/06 & 10/04/06.
A-]
I'catdim Awmxmmen an Rdunce 1,'otA,we Comma doe
EXHIBIT"B"
SCHEDULE OF SERVICES
The out of warranty maintenance for this service agreement will cover all repairs, both parts and
labor, except batteries, which only have a one (1) year warranty. Schedule of services will be as
required when repairs are needed.
B-j
EXHIBIT"C"
WORKERS' COMPENSATfON INSURANCE cER-rwICATION TO PERFORM MOBILE
COMPUTER MAINTENANCE SERVICES FORTHE CITY OF REEL NDS'.CALIFORNIA
Every employer except the State, shall secure the payment of compensation in one or more of the
followinways:
9 .
(a) By being insured against liability to pay compensation in one or more insurer duty
authorized to write conipensation 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.
I am aware of the provisions of Section 3700 of the Labor Code which requires every employer
to be insured a-ainst liability for Workers' Compensation or to undertake self-insurance hi
accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work of this Agreement. (L,"bor Code §186 1
American Reliance, Inc./AMIREL
By�, —70—
Victor Chiang/CFO Date:
B-2
I,Ammcar,Vehancsm onvu,&,c
ExtilBIT"D
COMPENSATION
In-Service Date Number Of Units Monthy Charge Per Unit Extended Monthly Cast
27 $82.50 $2,227.50
Total contract cast is$ 26,730.00
AS A FART OF THIS AGREEMENT:
Out of warranty batteries will be replaced at an additional discounted price of $200.00 each.
C-
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