HomeMy WebLinkAboutContracts & Agreements_234-2014_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of broadcast system upgrade consulting services
("Agreement") is made and entered in this 1st day of December,2014 ("Effective Date"), by and
between the City of Redlands, a municipal corporation ("City") and PlanNet Consulting
("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 certain phone system and network integration
services for City's Innovation and Technology Department(the"Services") as set forth in
Exhibit "A," entitled "Scope of Services, which is attached hereto and incorporated
herein by reference.
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.
1.3 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 2—RESPONSIBILITIES OF CITY
2.1 City shall make available to Consultant information in its possession that may assist
Consultant in performing the Services.
2.2 City designates Danielle Garcia, Chief Innovation Officer, 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 3—PERIOD OF SERVICE
3.1 This Agreement shall commence on its Effective Date and shall continue until the
Services have been accepted as complete by City.
ARTICLE 4—PAYMENT AND NOTICE
4.1 Compensation for Consultant's performance of Services shall not exceed the amount of
Twenty Three Thousand Two Hundred and Seventy Eight dollars ($23,278). City shall
pay Consultant on a time and materials basis up to the not to exceed amount, in
accordance with Exhibit "B" entitled "Project Costs," and based upon the hourly rates
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shown in Exhibit"C," entitled "Rate Schedule" Both Exhibits `B" and "C" are attached
hereto and incorporated by this reference.
4.2 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, and the number of hours
spent and by whom, and a description of reimbursable expenses related to the project.
City shall pay consultant no later than thirty (30) days after receipt and approval by City
of Consultant's invoice.
4.3 At any time during the term of this Agreement, City may request that Consultant perform
Extra Services. As used herein, "Additional Services" means any work which is
determined necessary by City for the proper completion of the project or work for which
the Services are being performed, but which the Parties did not reasonably anticipate
would be necessary at the time of execution of this Agreement. Provided the Extra Work
does not exceed twenty percent (20%) of the compensation to be paid by City to
Consultant for the Services, such Extra Work may be agreed to by the Parties, by written
amendment to this Agreement, executed by the City Manager. Consultant shall not
perform, nor be compensated for, Extra Work without such written authorization from
City. Examples of Extra Work include: additional billable hours to accomplish in-scope
items in the event that the amount of hours budgeted is not sufficient to complete tasks
based on in-situ conditions related to the antiquated phone system.
4.4 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 day
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 part may provide notice of in accordance with this section:
iy Consultant
Danielle Garcia, Chief Innovation Officer Bob Otoupalik,Principal
Department of Innovation and Technology PlanNet Consulting
City of Redlands 2951 Saturn Street, Suite E
35 Cajon Street, Suite 222 Brea,CA 92821
F.O.Box 3005 (mailing)
Redlands, CA 92373
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 whom notices
and payments are to be given by giving notice pursuant to this section 4.4.
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ARTICLE 5—INSURANCE AND INDEMNIFICATION
5.1 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 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
written notice to City.
5.2 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 provide City with Exhibit "D," entitled
"Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference prior to occupancy of the Premises.
5.3 Consultant shall secure and maintain 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 and
such insurance shall be primary and non-contributing to any insurance or self-insurance
maintained by City.
5.4 Consultant shall secure professional liability insurance in the amount of One Million
Dollars($1,000,000)per claim made.
5.5 Consultant shall secure 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.
5.6 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, or willful misconduct, of Consultant, or its officers,
employees and agents in performing the Services.
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ARTICLE 6--CONFLICTS OF INTEREST
6.1 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.
6.2 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 Iaw;
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize the 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 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 sante 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.
6.3 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 7—GENERAL CONSIDERATIONS
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 the
use of in-house counsel by a Party.
7.2 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.
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7.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other
documents developed by Consultant in connection with its performance of the Services,
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, shall be at City's sole
risk.
7.4 Consultant is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any of 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
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.
7.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon
completion of the services; provided, however this Agreement may be terminated by
City, in its sole discretion, by providing ten (10) 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.
7.6 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 times
for examination by City at the office of Consultant.
7.7 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, an
amendment to this Agreement shall be in writing, approved by City and signed by City
and Consultant.
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7.8 This Agreement shall be governed by and construed in accordance with the laws of the
State of California.
7.9 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.
IN WITNESS WHEREOF, duly authorized representatives of the City and Consultant have
signed in confirmation of this Agreement.
CITY OF REDLANDS PlanNet Cons 1t'
By:
Tina T. Kundig Bob O oupalik, Principal
ATTEST:
Sam Irw' , Ci Clerk
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EXHIBIT "D"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Broadcast System Upgrade Consulting Services
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 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 employer to
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).
affirm that at all times, in performing the work and activities required or permitted under this
Bement, I shall not employ any person in any manner such that I become subject to the workers'
4z mpensation 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 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.
P1anNet Con i g Date:
By: r
B'ob O ou alik, Principal
C-1
City of Redlands and PlanNet Exhibits
Exhibit A
Scope of Services
Project Background
PlanNet's understanding of the projects is as follows:
The City of Redlands (City) has a need to replace the current broadcast system as a result of its age and
serviceability.The designated upgrades cover four main components:
• Cameras
• Broadcast switcher
• Editing station
• Storage
The current broadcast components are between 7 and 8 years old.The City is upgrading the system to
achieve multiple goals: Update hardware that is past its service life, increase reliability and redundancy
of the system, upgrade filming to HD-SDI quality from the current SD cameras, and increase productivity
and efficiency of the editing station.
Programming includes City Council and Planning Commission meetings and select special events and
informational videos highlighting city services and programs. Redlands TV is available to cable television
subscribers through Time-Warner cable(Channel 3) or Verizon cable (Channel 35) services.
City Council and Planning Commission meetings are televised live on Tuesdays and replayed the
following Wednesday morning at 9 a.m. and Thursday evening at 6 p.m. Informational videos are
televised hourly whenever a meeting or other special event is not scheduled.
Scope of Services
PlanNet understands that the City of Redlands wishes to hire an independent consulting firm for the
development of a design for upgrades to the Channel 3 broadcast system such that the design is
sufficient to solicit informal bids from audio-visual contractors.The level of detail should be sufficient
enough to include recommendations on which elements to upgrade and why;specify equipment and its
placement;the required integration with existing equipment and cabling; and any other information
necessary to facilitate informal bids from contractors in a uniform manner.
This proposal is submitted for your consideration with the objective to provide the City with
independent, impartial representation and design services which includes:
Programming, creation of a Basis of Design, budgets,and Performance Specification, assist with
competitive bid based on BoD/Performance Specification (the selected integrator will create the
detailed design using the Performance Specification),and review bidders' proposals.
Exhibit B
Project Costs
PlanNet Consulting will conduct this project on a fixed not-to-exceed fee plus expenses as
indicated below:
Design Development $14,644
Construction Documents $3,636
Bidding $4,848
Total Fees $23,128
Estimated Expenses 150
Total, Fees and Expenses $23,278
Level of Effort
Hourly Effort by Phase
r
Design 19 67 86
Development
Construction 4 18 22
Documents
Bidding 5 24 29
Total Hours 28 109 137
Service Level Agreement
PlanNet's fee includes all deliverables identified in the "Scope of Work" and "Level of Effort"
sections.
Expenses
Expenses (mileage, parking) will be billed at PlanNet's cost.
Exhibit C
Hourly Rates
PlanNet Consulting hourly rate schedule by role for Time and Materials work is as follows:
Project Principal $195
Project Manager $185
Sr.Subject Matter Expert $165
Jr. Subject Matter Expert $130