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HomeMy WebLinkAboutContracts & Agreements_168-2015_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of services associated with audio system design consulting ("Agreement") is made and entered in this August \�\ , 2015 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)" and P1anNet 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 audio system upgrade design services for City's Department of Innovation and Technology(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, 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 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. The Services shall commence within ten (10) days of the Effective Date of this Agreement. I IAcaldjmlAgrcemenEs\Leverage IS Professional Services Agreement 7.21.15.doc 4.2 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 The total compensation for Consultant's performance of the Services shall not exceed the amount of Fifteen Thousand Five Hundred and Fifty Six dollars ($15,566). City shall pay Consultant on a time and materials basis up to the not to exceed amount, in accordance with Exhibit "C" entitled "Project Costs and Hourly Rates." Exhibit "C" is attached hereto and incorporated herein by this 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 project. 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: CY Consultant Danielle Garcia, Chief Innovation Officer Bob Otoupalik, Principal Department of Innovation&Technology P1anNet Consulting City of Redlands 2951 Saturn Street, Suite E 35 Cajon Street, Suite 222 Brea,CA 92821 PO. Box 3005 (mailing) Redlands,CA 92373 ARTICLE 6—INSURANCE AND INDEMNIFICATION 6.1 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. 2 I:\ca\djm\Agreements\Leverage IS Professional Services Agreement 7.21.15.doe 6.2 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. 6.3 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. 6.4 Consultant shall secure and maintain professional liability insurance throughout the term of this Agreement in the amount of One Million Dollars ($1,000,000)per claim made. 6.5 Consultant shall have 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. 6.6 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 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. 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: 3 l•\caldjm\Agreements\Leverage IS Professional Services Agreement 7a 1.15.doc (i) approve a rate,rule or regulation, or adopt or enforce a City law; (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 snaking 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 Parry. 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. 8.3 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. 8.4 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 shall have no authority, express or implied, to act on behalf of City in any capacity 4 L\ca\djm\Agreements\Leverage IS Professional Services Agreement 7.2 1.I S.doc whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation. 8.5 Unless earlier terminated as provided for below, this Agreement shall terminate upon completion and acceptance of the Services by City. 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. 8.6 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. 8.7 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, any amendment to this Agreement shall be in writing, approved by City and signed by City and Consultant. 8.8 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8.9 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. 5 I:\caldjm\Agreements\Leverage IS Professional Services Agreement 721.15.doc IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement. CITY OF REDLANDS P1anNet Consulting By: By: Tina Kundig, Finance Director 4ob*Otopalik' Principal Attest: JeAWhe Donaldson, Deputy City Clerk 6 l:\ca`djm'\Agreements\Leverage IS Professional Services Agreement 7.21.15.doc EXHIBIT A - SCOPE OF SERVICES CITY OF REDLANDS AUDIO SYSTEM UPGRADE CONSULTING SERVICES Approach and Methodology Project Background PlanNet's understanding of the projects is as follows: • Redlands TV is a government access cable channel with programming generated from Redlands City Hall. Programming includes City Council and Planning Commission meetings and select special events either sponsored or co-sponsored by the City; and informational videos highlighting city services and programs. • The City's current audio system requires replacement as a result of its age and serviceability. As a part of this project, the City requires the services of audio system experts to vet project design and to assist in the examination and comparison of quotes received related to the project. • The existing audio system needs to be reviewed for quality and acceptability for inclusion into the Audiovisual and Broadcast systems being renovated. • Procurement for the upgrade of the audio systems will be combined with the procurement of the upgrade of the broadcast systems. • The City of Redlands' Channel 3 operates a broadcast system integrated with an audio system consisting of wired and wireless microphones which are between 7 and 8 years old. The City is upgrading the system to modify the systems in order to rebalance the audio and improve the audio quality and achieve specific goals including: o 'Mute' and 'live' light indicators for each wired microphone o The ability for media to easily record summed audio from the system o Simplification of set-up. o Flexibility to adapt to anticipated technology changes over the next 5 years o System support and troubleshooting 8 am to 10 pm • The City will solicit informal quotations from qualified firms in order to procure these improvements and requires technical and consultative assistance from audiovisual and broadcast experts to assist with evaluating and comparing quotes. Scope of Services PlanNet understands that the City of Redlands is looking to improve the functionality and quality of the council chamber audio system at City Hall. The purpose of the Request for Proposal is to retain the services of a qualified firm to design, specify and oversee the procurement of new council audio components to replace and enhance the existing equipment and provide new capabilities. This proposal is submitted for your consideration with the objective to provide the City with independent, impartial representation and design services which includes: CITY OF REDLANDS AUDIO SYSTEM UPGRADE CONSULTING SERVICES • 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. • The proposal also includes Optional Services for the Project Oversight/Administration Phase. Methodology The following section provides detailed descriptions of the tasks associated with the Scope of Work in the previous section. A. Audiovisual Consulting Services: Base Services 1) Design Development a) Facilitate one (1) planning and design session with City representatives and project team members to verify requirements, and design and installation approaches for audio systems, including other coordination issues such as cabling requirements. b) Conduct site survey in conjunction with the planning and design session. c) Develop draft Basis of Design and budgets, draft Performance Criteria/Specification, schedule and supporting budgets for audio systems. The Performance Criteria/Specification will become the RFP used by the City to bid to Design-Build AV integrators. d) Meet with project team by audioconference to coordinate remaining criteria and review the draft BoD and draft Performance Criteria. 2) Construction Documents a) Coordinate project scheduling and key milestones. b) Finalize Performance Specification which will include an outline of the project scope, general requirements, products and their associated performance criteria, and execution of best practice installation procedures. c) Review with the City by audioconference, make minor updates and issue PDF documents of the final informal RFP for distribution by the City to pre-qualified bidders. 2) Bidding and Negotiation Note: Procurement of the upgrades to the audio and broadcast systems will be combined. a) Work with the City during the bid process to assist with clarification of vendors'technical questions (RFIs). b) Review up to three (3) contractor bid responses. CITY OF REDLANDS AUDIO SYSTEM UPGRADE CONSULTING SERVICES a c) Submit a summary evaluation of the bids outlining deficiencies and recommendations and review with the City by audioconference. B. Audiovisual Consulting Services: Optional Services PlanNet proposes the following tasks during Construction Administration (approximately 2 week installation schedule) in response to this request: 1) Conduct kickoff meeting and site walk with engineers, integrator and project stakeholders. 2) Conduct mid-implementation on-site visit to assess field conditions, in- the-field RFls, review infrastructure installation, review commissioning activities and provide on-the-job guidance and overall supervision. 3) Provide recommendation of final acceptance. EXHIBIT B - PROJECT SCHEDULE CITY OF REDLANDS AUDIO SYSTEM UPGRADE CONSULTING SERVICES Level of Effort Hourly Effort A♦ • 0 0 • • 0 s • • s ^ e • Design 11 32 43 Development Construction 2 10 12 Documents Bidding 7 16 23 Total Hours 21 58 79 Optional Construction 12 12 24 Administration Service Level Agreement PlanNet will develop and submit the following deliverables associated with the tasks in the Scope of Work: 2 weeks Draft Basis of Design 3-4 weeks Design Development Draft Performance Note: PlanNet will Specification work to accelerate this effort to 3 weeks total Construction Documents Final Performance 1 week Specification Bidding (assumes 2-week 1 week for bid process for integrators Summary evaluation evaluation to submit proposals) of the bids RFI responses, punch lists, (Optional) Construction recommendation of 2 weeks Administration final acceptance EXHIBIT C - PROJECT COSTS AND HOURLY RATES CITY OF REDLANDS AUDIO SYSTEM UPGRADE CONSULTING SERVICES Cost(Professional fees) PlanNet Consulting will conduct this project on a fixed not-to-exceed fee plus expenses as indicated below: I MM• • • e -- a Design Development $7,574 Construction Documents $2,020 Bidding $3,972 Tasks associated with combining audio system and broadcast system upgrades $2'000 Total Fees $15,566 Estimated Expenses 400 Total, Fees and Expenses $15,966 Optional Services • - - a e e - -a Construction Administration $4,200 Estimated Expenses $345 Total, Fees and Expenses $4,545 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. Payments Payment terms are Net 30 days from date of invoice. Fees and expenses will be invoiced on a monthly basis. 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 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 YI am aware of the provisions of Section 3700 of the Labor Code which requires every P,0yer to be insured against liability for Workers' Compensation or to undertake self- insurance elfinsurance 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 or permitted under s 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-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. PlanNet Consulting Date: By: Otoupalik, Principal 7 1Aca\djm\Agreements\Leverage I5 Professional Services Agreement 7.21.15.doc