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HomeMy WebLinkAboutContracts & Agreements_47-2006_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL CONSULTING SERVICES FOR A WIRELESS COMMUNICATIONS FEASABILITY STUDY FOR THE MUNICIPAL UTILITIES DEPARTMENT This Agreement for consulting services to perform a Wireless Communications Feasability Study for the Municipal Utilities Department("Agreement") is made and entered into this 7th day of March,2006 by and between the City of Redlands,a municipal corporation("City"),and Spacient Technologies,Inc.,hereinafter("Consultant")who are sometimes individually referred to herein as a"Party"and together, as the "Parties." In consideration of the mutual promises,covenants and conditions hereinafter set forth,City and Consultant agree as follows: ARTICLE I..,- ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant to perform professional consultinaz' services for a Wireless Communications Feasability Study for the Municipal Utilities Department(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 -)j The Services which Consultant shall perform are more particularly described in Exhibit "A." - entitled "Scope of Services," which is attached hereto and incorporated herein by this reference. 2.2 Consultant shall comply with all applicable Federal, State and local laws and regulations in the performance of this Agreement including, but not limited to, the Americans with Disabilities Act and the Fair Employment and Housing Act. 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 will make provision for Consultant to enter upon City-owned property, as required by Consultant, to perform the Services. 3,3 City designates Janet Miller as City's representative with respect to the 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 - PERIOD OF SERVICE 4.1 Consultant shall perform the Ser-vices in a prompt and diligent manner and in accordance with the schedule set forth in Exhibit "B," entitled "Project Schedule," ARTICLE 5 - PAYMENTS TO THE CONSULTANT 5.1 The total compensation for Consultant's performance of the Services shall not exceed the amount of Fifteen Thousand,Eight Hundred and Fifteen Dollars($15,815.00). City shall pay Consultant on a time and materials basis up to the not to exceed amount,in accordance with Exhibit "C," entitled "Project Fee," and based upon the hourly rates shown in Exhibit "D," entitled "Rate Schedule," 5.2 Payments by City to Consultant shall be made within thirty (30) days after receipt and approval by City of Consultant's invoice, by warrant payable to Consultant. Invoices shall be sent on a monthly basis. 5.3 All notices shall be given in writing by personal delivery or by mail. Notices, sent by mail shall be addressed as follows: City Consultant Janet Miller Christopher T. Stem, P.E. Municipal Utilities Department Spacient Technologies, Inc. PO Box 3005 5 001 Airport Plaza Drive, Suite 210 Redlands, CA 92.373 Long Beach, CA 90815 When so addressed, such notices shall be deemed given upon deposit in the United States Mail. Changes may be made in the names and addresses of the person to who notices and payments are to be given by giving notice pursuant to this section. giving 6 - INSURANCE AND INDEMNIFICATION 6.1 All insurance required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services. Consultant shall not perform any Services pursuant to this Agreement unless and until all 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. All insurance policies shall include a provision prohibiting cancellation of the policy except upon thirty(30) days prior written notice to City. 6:2 A. Consultant shall secure and maintain Workers' Compensation and Employer's Liability insurance throughout the duration of this Agreement in an amount which meets the statutory requirement with an insurance carrier acceptable to City. The insurance policy shall include a provision prohibiting cancellation of said policy except upon thirty(30)days prior written notice to City. B. Consultant expressly waives all rights to subrogation against City, its elected officials, officers and employees for losses arising from work performed by Consultant for City by expressly waiving Consultant's immunity for injuries to Consultant's employees and agrees that the obligation to indemnify, defend and hold harmless provided for in this Agreement extends to any claim brought by or on behalf of any employee of Consultant. This waiver is mutually negotiated by the Parties. This waiver shall not apply to any damage resulting from the sole negligence of City,its agents and employees. To the extent any of the damages referenced herein were caused by or resulted from the concurrent negligence of City, its agents or employees,the obligations provided herein to indemnify,defend and hold harmless are valid and enforceable only to the extent of the negligence of Consultant, its officers, agents and employees. 6.3 Hold Harmless and Indemnification. Consultant shall indemnify,hold harmless and defend 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 act, omission or failure to act by Consultant, its officers, employees and agents in performing the Services. 6.4 Assignment. Consultant is expressly prohibited from assigning any of the Services without the express written consent of City. In the event of mutual agreement between Parties to assign a portion of the Services, Consultant shall add the assignee as an additional insured and provide City with the insurance endorsements prior to the performance of any services by the assignee. Assignment does not include printing or other customary reimbursable expenses that may be provided in this Agreement. 6.5 Comprehensive General Liability Insurance. Consultant shall secure and maintain in force throughout the duration of the Agreement comprehensive general liability insurance with carriers acceptable to City. 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 is required. City shall be named as an additional insured the insurance policy shall include a provision prohibiting cancellation of said policy except upon thirty (30) days prior written notice to City. Such insurance shall be primary and non- contributing to any insurance or self-insurance maintained by City. Certificates of insurance and endorsements shall be delivered to City prior to commencement of work. 6.6 Professional Liability Ins Consultant shall secure and maintain professional liability insurance throughout the duration of this Agreement in the amount of one million dollars ($1,000,000) per claim made. Certificate of liability insurance and endorsement shall be delivered to City prior to commencement of the services. 6.7 Business Auto Liability Insurance. Consultant shall have business auto liability coverage, with minimum limits of one million dollars ($1,000,000) per occurrence, combined single limit for bodily injury liability and property damage liability. This coverage shall include all Consultant owned vehicles used on the project,hired and non-owned vehicles,and employee non-o,Amership vehicles. Such insurance shall be primary and non-contributing to any insurance or self insurance maintained by City. City shall be named as an additional insured and a certificate of liability insurance and endorsement shall be delivered to City prior to commencement of the services. ARTICLE 7 - GENERAL CQNSIDERATIONS 7.1 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 in-house counsel of the Parties at rates prevailing in San Bernardino County, California. 7.2 Consultant shall not assign any ofthe Services to be performed under this Agreement,except with the prior written approval of City and in strict compliance with the terms, provisions and conditions of this Agreement. 7.3 Consultant's key person to perform the Services is Christopher Stem, Project Manager. Consultant agrees that this key person shall be made available and assigned to perform the Services and that he shall not be replaced without concurrence from City. 7.4 All documents, records, drawings, designs, cost estimates, electronic data files, databases, and other documents developed by Consultant pursuant to this Agreement,and any copyright interest in such documents, shall become the property of City and shall be delivered to City upon completion of the Services,or upon the request of City. Any reuse of such documents and any use of incomplete documents will be at City's sole risk. 7.5 Consultant is for all purposes an independent contractor. Consultant shall supply all tools and instrumentalities required to perform the Services. All personnel employed by Consultant are for its account only, and in no event shall Consultant or any 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. 7.6 Unless earlier terminated, as provided for below, this Agreement shall terminate upon completion and acceptance of the Services by City, 7.7 This Agreement may be terminated by City, in its sole discretion and without cause, by providing five (5) business days prior written notice to Consultant (delivered by certified mail, return receipt requested) of intent to terminate. 7.8 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. 7.9 Upon receipt of a termination notice,Consultant shall immediately discontinue all services affected, 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 any 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 required by this Agreement. Consultant shall be compensated on a pro-rata basis for work completed up until notice of termination. 7.10 Consultant shall maintain books and accounts of all payroll costs and expenses related to the Services. Such books shall be available at all reasonable times for examination by City at the office of Consultant. 7.11 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. Any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 7.12 This Agreement shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF,duly authorized representatives of the City and Consultant have signed in confirmation of this Agreement. City of Redlands Spacient Technologies, Inc. r By.tl/ XJON HARRISON CHRISTOPHER STERN, P.E. Mavor President/CEO Attest: rte} f City Clerk, City of. cljla ds AGREEMENT TO PERFORM PROFESSIONAL CONSULTING SERVICES FOR A WIRELESS COMMUNICATIONS FEASABILITY STUDY FOR THE MUNICIPAL UTILITIES DEPARTMENT EXHIBIT"A" Scope of Services The object of this project is to conduct a high level study to investigate the feasibility of deploying wireless communications throughout the City of Redlands to support the Municipal Utilities Department(MUD)operations. The scope of services described below is based on the above project description: Task 1.0 -Needs and Benefits Review Deliverable: Detailed strategy, vision, goals and objectives of study. Task 2.0 - Peer Agency Review and Site Visit Deliverable:Listing of peer agencies and wireless communications implementations. Task 3.0 -Wireless Technology Review Deliverable: Documentation on existing and emerging wireless technologies and currently available wireless communication networks. Task 4.0 - Business Model and Legal Review Deliverable: Review of wireless communications systems business and financial models and relevant legal issues. Task 5.0 - Recommendations and Final Report Deliverable: Wireless communications feasibility assessment final report including executive summary, needs and benefits review, peer agency review and site visit, wireless technology evaluation, business model and legal review and recommendations. AGREEMENT TO PERFORM PROFESSIONAL CONSULTING SERVICES FOR A WIRELESS COMMUNICATIONS FEASABILITY STUDY FOR THE MUNICIPAL UTILITIES DEPARTMENT EXHIBIT "B" Project Schedule The Scope of Services in Attachment A shall be completed eight(8)weeks from the date of the Notice-To-Proceed. AGREEMENT TO PERFORM PROFESSIONAL CONSULTING SERVICES FOR A WIRELESS COMMUNICATIONS FEASABILITY STUDY FOR THE MUNICIPAL UTILITIES DEPARTMENT EXHIBIT "C" Project Fee Spacient Technologies, Inc. will provide work associated with this Project for a total amount not to exceed $15,815 TASK TASK DESCRIPTION COST EXPENSES TOTAL Task ask 1.0 Needs and Benefits $2,269 $551 $2,820 Review Task 2.0 Peer Review and Site $6,111 $528 $6,639 Visits Task 3.0 Wireless Technology $2,050 $389 $2,439 Review Task 4.0 Business Model and Legal $1,511 $22 $1w533 Review Task 5.0 Recommendations and $2,269 $115 $2,384 Final Report ITOTAL $14,209 $1,606 $15,815 AGREEMENT TO PERFORM PROFESSIONAL CONSULTING SERVICES FOR A WIRELESS COMMUNICATIONS FEASABILITY STUDY FOR THE MUNICIPAL UTILITIES DEPARTMENT EXHIBIT "D" Rate Schedule Spacient Technologies, Inc. will invoice the City at the conclusion of each major task during the eight (8) week planned project duration. Project Manager $151 /hour Project Consultant $120 /hour Lead Technical Analyst $126/hour Systems Analyst $120 /hour Administrative Support $ 63 /hour Travel Expenses Actual Cost