HomeMy WebLinkAboutContracts & Agreements_153-2010_CCv0001.pdf AGREEMENT FOR PRIMAVERA CONTRACT MANAGEMENT FOR THE CITY OF
REDLANDS' MUNICIPAL UTILITIES AND PUBLIC WORKS ENGINEERING
DEPARTMENT'S PROJECT AND RECORDS MANAGEMENT SYSTEM
This agreement for the provision of professional consulting services to support the City of
Redlands' Municipal Utilities and Public Works Engineering Department's project and records
management system ("Agreement") is made and entered into this 12`" day of October, 2010
("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and
Taradigm, Inc., a California corporation ("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 I - ENGAGEMENT OF CONSULTANT
1.1 City hereby engages Consultant to provide Primavera contract management to support the
development of an"Oracle Expedition"project management and records tracking system for
City's Municipal Utilities and Public Works Engineering Department(the"Services"). The
specific services that Consultant will provide are described in Exhibit"A,"entitled"Services
Agreement,"which is attached hereto and incorporated 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,the Americans with
Disabilities Act,the Fair Employment and Housing Act and prevailing wage laws.
ARTICLE 2 - RESPONSIBILITIES OF CITY
2.1 City will make available to Consultant information in its possession that may reasonably
assist Consultant in performing the Services.
2.2 City designates Mr. Fred Mousavipour 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 -PERFORMANCE OF SERVICES
3.1 Consultant shall perform and complete the Services in a prompt and diligent manner, and
within thirty five (35) calendar days of the Effective Date of this Agreement.
12 During the term of this Agreement, City may request that Consultant perform Extra
Services. As used herein, "Extra Services" means any work that is determined necessary
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by City for the proper completion of the Services, but which the Parties did not
reasonably anticipate would be necessary at the time of execution of this Agreement.
Provided the Extra Services do not exceed twenty percent (20%) of the compensation to
be paid by City to Consultant for the Services, such Extra Services may be agreed to by
the Parties by written amendment to this Agreement, executed by a duly authorized City
official in accordance with Chapter 2.16 of the Redlands Municipal Code. Consultant
shall not perform, nor be compensated for, Extra Services without such written
authorization from City.
ARTICLE-4 - PAYMENTS TO CONSULTANT
4.1 The total compensation for Consultant's performance of the Services, including all
Consultant expenses incurred therewith, shall be in the amount of Fourteen Thousand One
Hundred Seventy Five Dollars($14,175).
4.2 Upon completion of the Services, Consultant shall submit an invoice to City which shall
include a brief description of the Services performed,the dates the Services were performed,
the number of hours spent and by whom. City shall pay Consultant no later than thirty(30)
days after receipt of, and approval by, City of Consultant's invoice.
4.3 All notices shall be given in writing by personal delivery or by mail- Notices sent by mail
should be addressed as follows:
City Consultant
Fred Mousavipour Brien Harvev
Municipal Utility and Engineering Department Taradigm, Inc.
City of Redlands P.O. Box 2762-
35 Cajon Street Fair Oaks. CA 95628
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 43.
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 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 coverage limits of such policy except upon thirty (30)
days prior written notice to City; provided, however,the policies may allow for ten (10)
days notice for cancellation to City due to non-payment of premium.
5.2 Consultant shall secure and maintain Workers' Compensation and Employer's Liability
insurance throughout the duration of its performance of the Services in accordance with
the laws of the State of California, with an insurance carrier acceptable to City as
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described in Exhibit "B," entitled"Workers' Compensation Insurance Certification,"
which is attached hereto and incorporated herein by this reference.
5.3 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 and negligent act, omission or failure to act by Consultant, its officers, employees and
agents in performing the Services.
5.4 Consultant shall secure and maintain in force throughout the term of this 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, and such insurance shall be
primary and non-contributing to any insurance or self-insurance maintained by City.
5.5 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 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.
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 or participate in:
(i) the making or 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 authorizations or entitlements;
(iii) authorizing City to enter into, modify or renew a contract;
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(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.
6.3 In the event City officially determines that Consultant must disclose its financial interests
by completing and filing a Fair Political Practices Commission Form 700, Statement of
Economic Interests. Consultant shall file the subject Form 700 with the City Clerk's
office pursuant to the written instructions provided by the Office of 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.
7.3 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.
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 of its agents shall
have control over the conduct of Consultant or Consultant's employees, except as herein
set forth. Consultant shall supply 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.
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7.5 Unless earlier terminated as provided for below,this Agreement shall terminate upon
completion and acceptance of the Services by City.
7.6 This Agreement may be terminated by City, in its sole discretion, by providing two (2)
City business days prior written notice to Consultant(delivered by certified mail, return
receipt requested) of City's intent to terminate.
7.7 If this Agreement is terminated by City, an adjustment to Consultant's compensation shall
be made, but(I) 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.
7.8 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.
7.9 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.
7.10 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 City and Consultant, respectfully,
have signed in confirmation of this Agreement.
CITY OF REDLANDS TARADIGM INC.
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By: B
Tina Kundig, Finance Director Be H y
Attest: tn
SamAlrwin. ity erk
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EXHIBIT "A"
SCOPE OF SERVICES
SERVICE AGREEMENT
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