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HomeMy WebLinkAboutContracts & Agreements_17-2023AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of GIS Consulting Services ("Agreement") is made and entered in this 25th day of January, 2023 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and Spatial Solutions & Services, LLC a Business Entity ("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 GIS Consulting services for City (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," titled "Scope of Services," which is attached hereto and incorporated herein by this 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, any applicable State prevailing wage laws. ARTICLE 3 — RESPONSIBILITIES OF CITY 3.1 City designates Danielle Garcia, Management Services/Finance Director, 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 Consultant shall perform and complete the Services in a prompt and diligent manner. 4.1 Consultant shall complete the Services by June 30, 2024, unless the Services are terminated earlier as provided for herein. 4.2 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to City, consistent with City 1 I:\cmo\Agreements\Spatial Solutions Services-FY22-0114.doc-jm 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 Total compensation for Consultant's performance of the Services shall be in the amount of [Forty -Seven Thousand, Eighty Dollars] ($47,080), City shall pay Consultant in accordance with Exhibit "B," titled "Fee Schedule Title" which 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 Services. 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 or electronic mail transmission (including PDF), 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: CITY: City Clerk City of Redlands 35 Cajon Street P.O. Box 3005 (mailing) Redlands, CA 92373 jdonaldson@cityofredlands.org Phone: (909) 798-7531 CONSULTANT: Solomon Nimako, Executive Director Spatial Solutions & Services, LLC 2153 Nice Avenue Mentone, CA 92359 solomon@spatialsolutionsservices.com Phone: (909) 262-6686 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6.1 The following insurance coverage 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:\cmo\Agreements\Spatial Solutions Services-FY22-0114.doc jm A. 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 execute and provide City with Exhibit "C," titled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference, prior to performance of the Services. B. Comprehensive General Liability insurance with carriers acceptable to City in the minimum amount 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. C. 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. D. 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. E. Consultant is expressly prohibited from assigning or subcontracting any of the Services without the prior written consent of City. In the event of mutual agreement by the Parties to assign or subcontract a portion of the Services, Consultant shall add such assignee or subcontractor as an additional insured to the insurance policies required hereby and provide City with the insurance endorsements prior to any Services being performed by the assignee or subcontractor. 6.2 Consultant shall defend, indemnify and hold harmless City and its elected and appointed 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 3 I:\cmo\Agreements\Spatial Solutions Services-FY22-0114.doc jm 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: (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 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 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. Any assignment or attempted assignment without such prior written consent may, in the sole discretion of City, result in City's immediate termination of this Agreement. 8.3 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor any 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 4 I:\cmo\Agreements\Spatial Solutions Services-FY22-0114doc-jm 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. 8.4 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. 8.5 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. 8.6 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. 8.7 This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflicts of laws provisions. The Parties agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated only in the state courts located in San Bernardino County, California, and the federal courts located in Riverside County, California. 8.8 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:\cmo\Agreements\Spatial Solutions Services-FY22-0114.doc jm IN WITNESS WI IEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement. CITY OF RDLANDS SPATIAL SOLUTIONS & SERVICES, LLC By: les M Duggan, Jr., City Manager Solomon Nimako, Executive Director ATTEST: e Donaldson, City Clerk 6 I:\cmo\Agreements\Spatial Solutions Services-FY22-0114.doc jm EXHIBIT "A" SCOPE OF SERVICES Spatial Solutions & Services, LLC team will approach this project as a problem solver. We aim to assist the city in achieving its project goals, improving internal processes and, in the end, serve its community with the most efficient GIS solutions. In addition, we will aim at using the exciting investment that the city already has in Esri and FME products to deliver a functional GIS solution for the city. At the inception of the work, Spatial Solutions & Services, LLC will schedule an all -hands meeting and develop a timeline to achieve the goals and deadlines, as needed. Our methodology will be to meet upfront with the city staff and agree to best practices and appropriate milestones. Spatial Solutions & Services, LLC approach this project as an expert resource and an external resource to the city staff. Spatial Solutions & Services, LLC will be flexible in adapting to any changes the city may require of us to achieve the project goals. We believe that the following Work Plan will guide the city to successfully reach its goal of enhancing its internal business processes and offering public access to using web -based geospatial services (through the Esri ArcGIS platform). In addition, the Spatial Solutions & Services, LLC team will provide an Implementation Plan to define the goals, strategies, and costs of maintaining and enhancing the system. Therefore, we propose the following work plan to achieve the city's objectives successfully: TASK 1. KICK-OFF MEETING AND PROJECT COMMENCEMENT Spatial Solutions & Services, LLC will meet with city staff prior to commencement of project to: • Establish lines of communication. • Clarify the specific project goals and criteria. • Develop project schedules to meet requirements and provide an effective interaction of all involved staff and departments. • Establish future meeting dates consistent with the schedule to achieve project milestones. TASK 1A. CURRENT GIS SYSTEM ASSESSMENT Spatial Solutions & Services, LLC will conduct a comprehensive assessment of the city's current GIS resources. This will include but not limited to the following: • GIS servers (internal and external) • IT infrastructure as it pertains to GIS deployment • GIS databases • FME Workbenches • Identify connections between applications and datasets 7 I:\cmo\Agreements\Spatial Solutions Services-FY22-0114.doc jm TASK 2. GENERAL GIS SYSTEMS MAINTENANCE Spatial Solutions & Services, LLC will develop various automation tools to update the various critical services including: • Weekly or monthly address, parcel updates consumed by GIS services either with python scripting or FME • ArcGIS Online Layers • Monthly parcels update from the county GIS parcel data • Provide update to other GIS services TASK 3. DEVELOP AND UPDATE CUSTOM INTERNAL APPLICATIONS Spatial Solutions & Services, LLC will review the various custom internal applications and make the necessary updates. Spatial Solutions & Services, LLC will update the applications components and libraries and ensure they are compatible with industry standards. Spatial Solutions & Services, LLC may redesign and build updated versions that are easy to maintain by city staff. TASK 4. CREATION, MAINTENANCE, AND UPDATE FOR ArcGIS ONLINE Spatial Solutions & Services, LLC will work with the city staff on creation of additional features and publish them to ArcGIS Online. Spatial Solutions & Services, LLC will author and publish the various map services needed by the various departmental application(s). These map services may include: • Parcels • Boundary • Address points • Streets • Water utility layers TASK 5. MODIFY/ENHANCING EXISTING FME WORKBENCHES & SCRIPTS Spatial Solutions & Services, LLC will review the existing FME workbenches and modify them if needed to achieve the project goals. TASK 6. TRAINING Spatial Solutions & Services, LLC will provide comprehensive, hands-on training and support in GIS software including Esri's complete platform — ArcGIS Pro, ArcGIS for Desktop and Extensions, Server, ArcSDE, ArcGIS Online, mobile data conversion and integration, and in the customized applications that Spatial Solutions & Services, LLC develops for the city. This includes: • FME • Python Scripts • Application configuration 8 I:\cmo\Agreements\Spatial Solutions Services-FY22-0114.doc-jm EXHIBIT "B" Fee Schedule Title Additional services requested, such as additional rate alternatives or studies, or constructing new rate categories, can be provided based on the hourly labor rates shown in the budget table below. Any additional tasks would be mutually agreed upon prior to proceeding. Note: These are proposed hours, and the city will only be charged the actual work hours done by Spatial Solutions & Services, LLC staff. PROFESSIONAL CONSULTING SERVICES FOR GIS - CITY OF REDLANDS Work Plan Task 1. Project Meeting/GIS Syst Asses en Hourly R Task 2. General GIS Systems Maintenance Task 3. Develop and Update Custom Internal Applications Task 4. Creation, Maintenance and Update of ArcGIS Online Feature Task 5. Modify/Enhance Existing FME Workbenches & Scripts Task 6. Training SUBTOTAL Hourly Rates no 8 129 129 100 60 11 20 11 Grand Totals 8 $880 120 $13,200 120 $13,200 100 $11,000 60 $6,600 20 $2,200 The following table shows our current hourly rates. Additional services authorized by the city will be billed at this rate or the applicable hourly rate. The proposed hours expressed exhibit A can be moved around to cover other projects that may come up. Title Spatial Solutions & Services Staff Hourly Rate $ 110 9 I:\cmo \Agreements\ Spatial Solutions Services-FY22-0114.doc-jm EXI-IIBIT "C" 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 I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be 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). I affirm that at all times, in performing the work and activities required or permitted under this 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. SPATIAL SOLUTIONS & SERVICES, LLC Solomon Nimako, Executive Director 10 Date: I:\cmo\Agreements\Spatial Solutions Services-FY22-0114.doc jm