HomeMy WebLinkAboutContracts & Agreements_120-2014_CCv0001.pdf AGREEMENT TO PERFORM PROFESSIONAL SERVICES
This agreement for the provision of Public Safety Camera System Administration
services ("Agreement") is made and entered in this 1st day of July 2014 ("Effective Date"),by
and between the City of Redlands, a municipal corporation ("City)" and Russell J. DalzeIl
("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 public safety camera system administration
services for City(the"Services").
1.2 The initial term("Initial Term") of this Agreement shall commence on the Effective Date
of this Agreement and end on June 30, 2015, unless this Agreement is earlier terminated
as provided herein. City shall have the option to extend the Initial Term, on the same
terms and conditions of this Agreement, for two additional, successive one(1) year
periods (each, a "Renewal Term")by giving written notice to Consultant at least thirty
(30) days prior to the end of the Initial Term or a Renewal Term, as applicable. The
Initial Term and the Renewal Terms are collectively referred to herein as the"Term" of
this Agreement. Consultant shall complete the Services within the T of this Agreement,
and shall meet any other reasonable schedules and deadlines established by City.
1.3 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 the Services.
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 Commander Chris Catren 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.
1
j:\city council reports\police\2014 reports\7.1.14\camera system admin\public safety camera
system agreement 7 1 14.doc
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 this reference. The Services shall
commence on the Effective Date of this Agreement.
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 thirty thousand dollars ($30,000) during the Initial Term or any Renewal
Term. City shall pay Consultant on a time and materials basis up to the not to exceed
amount,in accordance with the hourly rates shown in Exhibit "C," entitled "Rate
Schedule," which is attached hereto as Exhibit"C" 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 All notices shall be given in writing by personal delivery or by mail. Notices sent by mail
should be addressed as follows:
City Consultant
Chris Catren, Commander Russell J. Dalzell
City of Redlands Police Department 1519 Lori Court
30 Cajon Street Redlands, CA 92374
PO Box 1025 (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 5.3.
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
2
j:\city council reports\police\2014 reports\7.1.14\camera system admin\public safety camera
system agreement 7 1 14.doc
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.
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 shaII 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 Iimits 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.
3
j:\city council reports\police\2014 reports\7.1.14\camera system admin\public safety camera
system agreement 7 1 14.doc
7.2 Consultant agrees it is not a designated employee within the meaning of the Political
Reform Act because Consultant:
A. Does not make or participate in:
(i) the making of any City governmental decisions regarding approval of a
rate, rule or regulation, or the adoption or enforcement of laws;
(ii) the issuance, denial, suspension or revocation of City permits, licenses,
applications, certifications, approvals, orders or similar authorization or
entitlements;
(iii) authorizing City to enter into, modify or renew a contract;
(iv) granting 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) granting City approval to a plan, design, report, study or similar item;
(vi) adopting or granting 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.
8.3 Project related documents,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 any of its agents
4
j:\city council reports\police\2014 reports\7.1.14\camera system admin\public safety camera
system agreement 7 1 14.doc
shall have control over the conduct of Consultant or Consultant's employees, except as
herein set forth. 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.
8.5 This Agreement may be terminated by City, in its sole discretion, by providing ten (10)
days prior written notice to Consultant(delivered by certified mail, return receipt
requested) 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, an
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
j:\city council reports\police\2014 reports\7.1.14\camera system admin\public safety camera
system agreement 7 1 14.doc
IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed
in confirmation of this Agreement.
CITY OF REDLANDS RUSSELL J. DALZELL
r1
By:
By- - 4
Pete Aguilar, Mayor Russel J. Dalzell
ATTEST:
Sam Irwin, Cit Clerk
b
j:\city council reports\police\2014 reports\7.1.14\camera system admin\public safety camera
system agreement 7 1 14.doc
Exhibit"A"
Scope of Services
1. Conducts daily evaluation of overall system's operation and efficiency which includes a
visual/actual performance check of every camera, audio system, recording system,
intrusion detection system and recording retention system; identifies system,performance
issues and inoperative system components, removes and replaces inoperative system
components both in-house and in the field, coordinates repair/replacement (RMA) of
inoperative system components, makes necessary adjustments/refinements to system
remotely on a 24/7 basis; performs periodic (quarterly) disassembly and cleaning of all
outdoor cameras. Catalogs and inventories spare components/parts specific to the
department's video surveillance technologies.
2. Coordinates the retention, storage and distribution of all publicly deployed camera system
recorded video, in-car camera system recorded video and ALPR car data collection;
makes copies of recorded video,creates DVD's of recorded video for police investigators
and other components of the justice system; installs proprietary system software,
firmware updates, system upgrades and configures user accessibility parameters,
configures,installs and maintains "stand-alone" DVR based camera systems both overt
and covert and monitors compliance with government regulations related to recorded
video retention and storage. Provides camera system information to crime analysis unit.
3. Conducts tours of the dispatch facility and demonstrations of the camera system to
members of the community, law enforcement and city/county government; provides input
and advice to members of the community regarding security camera systems; provides
members of the media with interviews, information and copies of recorded video;
composes performance reports, data sheets and status reports relative to system
performance; monitors camera operator conformity to department policies and
procedures related to camera system.
4. Operates medium duty and heavy duty lift equipment; supervises the activity of non-city
employees when operating lift equipment; operates common manual and electric hand
tools, system specific diagnostic, adjustment and configuration equipment.
7
jAcity council reports\police\2014 reports\7.1.14\camera system admin\public safety camera
system agreement 7 1 14.doc
Exhibit`B"
Project Schedule
1. Most of the work is day-to-day project and network support and routine system
administration and maintenance to be performed Monday through Friday from 7:30 am to
6:00 pm with specific hours of performance of the routine system administration and
maintenance services to be determined by Consultant.
2. Emergency call-outs may also be required 24/7 on weekends and holidays.
S
jAcity council reports\police\2014 reports\7.1.14\camera system admin\public safety camera
system agreement 7 1 14.doc
Exhibit"C"
Rate Schedule
1. Routine system administration and maintenance will be billed at$30.00 per hour not to
exceed $30,000 per fiscal year.
2. Emergency call-outs will be billed at $30.00 per hour with a two-hour minimum per
incident.
9
jAcity council reports\police\2014 reports\7.1.14\camera system admin\public safety camera
system agreement 7 1 14.doc
Exhibit"D"
Worker's 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
I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against Iiability for Workers' Compensation or to undertake self-
insuranci�,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
this greement, 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.
Russell J. Dalzell Date: -t 4—
B ys!.
Russ 11 J. Dalzell
10
j:\city council reports\police\2014 reports\7.1.14\camera system admin\public safety camera
system agreement 7 1 14.doc