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HomeMy WebLinkAboutContracts & Agreements_120D-2019PS 1 1 (1 24 19) AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement fol the provision of managed print services ("Agreement") is made and entered in this 27th day of June, 2019 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Eco Office Werks ("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 1 — ENGAGEMENT OF CONSULTANT 1 1 City hereby engages Consultant to provide managed print 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," entitled "Scope of Services," which is attached hereto and incorporated herein by 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, 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 3 2 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 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," entitled "Project Schedule," which is attached hereto and incorporated herein by reference L IcaldolAgreementslicoofiiceWerks Agreement.PS 1 1 doc �n 1 PS 1 1 (1 24 19) 42 The term of this Agreement shall be for a period of one (1) year commencing as of the Effective Date, unless terminated earlier as provided herein 4 3 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 Total compensation for Consultant's performance of the Services shall be in the amount of fourteen thousand five hundred dollars ($14,500) City shall pay Consultant on a time and materials basis up to the not to exceed amount in accordance with Exhibit "C" entitled ("Fee Schedule") attached hereto and incorporated herein by 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, 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 City Clerk City of Redlands 35 Cajon Street P 0 Box 3005 (mailing) Redlands, CA 92373 Consultant Brenda Merrill, President Eco Office Werks 65 Enterprise, 3rd Floor Aliso Viejo, CA 92656 909-330-6485 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 L Icaldjm\AgreementslEcoOtfceWerks Agreement PS 1 1 docin 2 PS 11(12419) 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" 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 or 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 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 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 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 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 L 1caldjmlAgreementslEcoOfficeWerks Agreement. Ps 1 1 docan 3 PSi1(t2419) 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, (it) issue, deny, suspend or revoke any City permit, license, application, certification, approval, order or similar authorization of 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 01 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, results in City's immediate termination of this Agreement 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 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 L1caldjmlAgreementslEcoOCficeWerks Agreement PS 1 1 doe jn 4 PS 11(12419) 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, 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 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 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 herein, unless to do so would deprive a Party of a material benefit of its bargain under this Agreement L IcaldJm\AgreementslE-coOceWerks AgreementPS1 1 docp 5 PS -1 1 (1.24 19) IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement CITY OF RE J LANDS By. ritinmAtu J ice cConnell, Assistant City Manager Attest Donaldson, City Clerk L:lcaldjmlAgreementslEcoOfficeWerks Agreement. PS -1 1 doc.in 6 ECO OFFICE WERKS AM/La-A_r:LP Brenda Merrill, President PS 1 1 (1 24 19) EXHIBIT "A" SCOPE OF SERVICES Phase #1 - Office Werks Study 30 Hours Eco Office Werks will utilize the Office Werks Software app for gathering business intelligence data not only on your networked Printers and Copiers, but optionally on each locally attached personal printer as well Where applicable, Eco Office Werks take photos of areas for consolidation and note any site modifications if needed, such as dedicated electrical of network drops Concurrently during the site walkthrough, out team will map out each device on a floor plan for visual representation and optimization strategy to be included in the pending Managed Print RFP Phase #2 Request for Proposal 30 Hours Eco Office Werks will co-author a Managed Print Services RFP with the City of Redlands staff to state all equipment, administrative and support requirements in the clearest possible way to allow full participation of not only Manufacture direct vendors but local small business as well We will provide consideration to potentially allow for 3 distinct bid categories to allow industry specific experts to bid on all or either the Copier/MFP Refresh, Desktop Managed Print Services, and related services Implementation Our understanding of local vendor capabilities and pricing will ensure the City of Redlands creates an RFP that facilitates the ability to compare an apple to apples view of responding bidder proposals and enter into negotiations with industry expertise on your side to include the following 1 Use your RFP template as a guide, determine the best format either RFI, Invitation to Bid or Public RFP 2 Provide bidding vendors with detailed data regarding current state environments, assets, volumes and cost to encourage creative value -based proposals 3 Create an RFP scoring template based on City of Redlands requirements and industry best practice recommendations 4 Assist with Vendor Q&A and provide our expertise to ensure each vendor has the ability to respond based on value -based solutions and experience 5 Bring local lease financing vendors to the table and provide a comparative Pro's/Con's report for decision process 6 Assist with scoring of proposal submittals and creating a short list of finalists to go to the interview and technology testing phase 7 Coordinate and attend finalist presentations 8 Optionally recommend and coordinate an internal technology testing phase on City of Redlands network 9 Make recommendations regarding final contract financials for leasing, billing, invoice structure, quarterly review process and contract flexibility L lcaldjinlAgreements\EcoOlficeWerks Agreement.PS 1 1 doe,jn 7 PS11(12419) Upon further discussion with the City of Redlands staff regarding your requirements, we will provide a detailed RFP project plan and projected deliverables regarding the RFP Assistance Phase This plan will be specifically written based on the findings, goals and strategy produced in the Phase 1 Assessment process Phase #3 - Contract Award and Negotiation 20 Hours Assist with final selected vendor contract negotiations to ensure full RFP SOW terms and conditions are adhered to New Contract IT Asset Lease Review and Recommendation Managed existing contract terminations and equipment returns Co -Authors a contract award Executive Summary to be included with Staff report for award recommendation to City Council Phase #4 Implementation Support 20 Hours Eco Office Werks to Schedule and attend kick-off meeting to include internal City of Redlands stakeholders, awarded Vendor/s implementation team and IT Staff Coordinate with selected vendor to ensure all RFP training and billing processes are put in place Attend implementation completion sign -off meeting to finalize lease L\caldjm\AgreementslEcoOniceWerks Agreement PS 1 1 doe jn 8 PS 1 1 (1 24 19) EXHIBIT "B" PROJECT SCHEDULE WBS Name Planned Effort Number of Billable Hours 1 Phase #1 - Office Werks Study 35 days 30 1 1 1 1 -Assessment Kick Off / Data gathering 4 days 1 1 1 On Site Kick Off Meeting Date 1 day 1 1 2 Documented Criteria 1 day 1 1 3 Received Current Vendor/s I nvoice/s 3 days 1 1.4 Received Floor Plan POF's 3 days 1 2 1 2 -Data Analysis 6 days 1 2.1 Current Contract Review / GAP Analysis 5 days 1 2 2 Create On Line User Survey Template / Send Email 3 day y 1 2.3 Create Department Dashboard File 1 day 1 2.4 Schedule On Site Device Mapping Date 1 day 13 1 3 -Location On Site Survey's Device Mapping 3 days y 1 3 1 1 City Hall & Fire HO. 35 Cajon St Redlands CA 1 day y 1 3 2 2 Annex & PD HQ 30 Cajon St Redlands CA 92373 1 day 1 3.3 3 Library 125 W Vine St Redlands CA 92373 1 day 1 3.4 4 Joslyn Senior Cnt 21 Grant St Redlands CA 92373 1 day 1 3.5 5 Corporate Yards 270 W Park Ave Redlands CA 1 day y 1 3 6 6 Animal Shelter 504 Kansas St Redlands CA 92373 1 day 1 3 7 7 Recreation 111 W Lugonia Ave Redlands CA 92374 1 day 1.3 8 8 WWTP 1950 Nevada St Redlands CA 92374 1 day 1.3 9 9 HAWC 955 Parkford Dr Redlands CA 92374 1 day 1.3 10 10 Cemetery 1540 Alessandro Rd Redlands CA 1 day y 1 3 11 11 PD West Sub Station 1150 Brookside Ave Redlands CA 92373 1 da y 1 3 12 12 PD Station 1270 W Park Ave, Redlands CA 1 day y 1 3 13 13 PD Station 406 Orange Street, Redlands CA 1 day y 1 3 14 14 PD Station 212 Brookside Ave, Redlands CA 1 day Y 1.3 15 15 Fire Station 261— 525 E Citrus Avenue, Redlands CA 92373 1 day 1.3 16 16 Fire Station 262 —1690 Garden Street, Redlands CA 92373 1 day 1 3 17 17 Fire Station 263 —10 W Pennsylvania Ave Redlands CA 92373 1 day 14 1 4 -Assessment Deliverable Report Creation 16 days y 1 4 1 Finalize Current and Proposed State Floor Plans 5 days 1 4 2 Gather User Survey Results 1 day 1 4.3 Create Current State GAP Analysis Executive Summary 3 days y 1.4.4 2 Hour Client Assessment Reveiw Meeting / RFP Strategy 5 days y 2 Phase #2 Request for Proposal 26 days 30 2 1 2 1 Detailed RFP Writing 5 days 2 1 1 Create Contract Financing Options 1 day 2 1 2 Detailed RFP and SOW Writing 2 days L1caldjmlAgreements\EcoOlficeWcrks Agreement PS 1 1 docjn 9 PS 1 I (1 24 19) 2 1 3 Create Bidder Scoring Template 2 days 2 2 2 2 RFP Posting / Proposal Review 13 days 2 2 1 RFP Posting on PlanetBids 1 day 2 2.2 Coodrnate Mandatory Bidder Conference 7 days 2 2.3 Optional Bidder Location Tour 1 day 2.2.4 Bidder Q&A Due DAte 3 days 2 2.5 Respond to Q&A Create Q&A Addendum 2 days 2 3 2 3 Proposal Due Date 8 days 2 3 1 RFP Proposal Due Date 1 day 2.3 2 Initial Review of Proposals for Minimum Qualificaitons 1 day 1 day y _ 2 3 3 Review Cost Proposals and create ranking by annual 2.3.4 Evaluation Team Kick Off Meeting 1 day 2.3.5 Assist with scoring of proposals and finalist selection 3 days 2 3 6 Coordiante and Attend top 3 Finalist Presentations 3 days 3 Phase #3 Contract Award and Negotiation 21 days20 __._ 3 1 3 1 Finalist Selection --- 5 days 3 1 1 Two Hour City Evaluation Team Meeting to Select Finalist 4 days y 3 1 2 Update Final Bidder Scoring Template and Compile Evaluation Team Results 1 day 3 2 3 2 Contract Negotiations 3 days 3 2 1 Final Contract Structure, Lease, Billing and Quarterly Reviews 1 day 3 2 2 Validate Pricing and Contract Review with City 1 day y 3 2.3 Notice of intent to Award Posted 1 day 3 3 3 3 City Council Staff Report for Award 13 days 3 3 1 Draft Staff Report/Savings Projection 2 days 3 3 2 Attend Council Meeting for Award Recommendation Q&A 10 days 3.3 3 Coordiante Execution of Final Documents with Selected Vendor 1 day 4 Phase #4 Implementation Support 59 days 20 4 1 4 1 New Vendor Implementation Kick Off Date 5 days 4 1 1 Work with New Vendor on Change Management Plan and Target Dates 5 days 4 2 4 2 Implementation / Training 5 days 4 2 1 Review New Vendor Training Plan and Coordiantion 1 day 4 2.2 Installation of New Devices 5 days 4 3 4 3 Manage Current Vendor Contract Terminations 20 days y 4.3 1 Draft ContractTermiantion Letter and track required dates/timing 1 day 4 3 2 4.3 3 Track and Manage Device Removal Storage and Return 1 da y Validate equipment return and contract termination 5 days y 4.3 4 Audit and reconcile final vendor billing/usage invoices 10 days y 4 4 4.4 New Vendor lst Quarterly Review 32 days 4.4.1 Review New Vendor billing invoices to insure contract compliance 1 day 4.4 2 Coodinate and attend 1st quarterly review with new 1 day y Total Project Scope 100 10 L\ca\djm\AgreementslEcoOf€iceWerks Agreement P5 1 1 doun EXHIBIT "C" (Fee Schedule) Project Costs and Hourly Rates Description Cost Scope of Services included as part of agreement $14,500 Labor Rate Table Cost/Hr Additional Out of Scope Services $100/Hr L1calllmlAgreementslEcoOfficeWerks Agreement,PS 1 1 doe.jn 11 PS 1 1 (1 24 19) PS 1 1 (1.24 19) EXHIBIT "D" WORKERS' COMPENSATION INSURANCE CERTIFICATION Every employer, except the State, shall secure the payment of compensation in one or more of the following ways (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance m 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 V. 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 of 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 msure, 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 ECO OFFICE WERKS Brenda Merrill, President L 1ea\djm\Agreements\EcopfceWerks Agreement.PS 1 1 doe _in 12 Date ©6 — ,cR (p—i9