HomeMy WebLinkAboutReso 136-2018 (18-743)City of South San Francisco P.O. Box 711 (City Hall,
400 Grand Avenue)
South San Francisco, CA
City Council
Resolution: RES 136 -2018
File Number: 18 -743 Enactment Number: RES 136 -2018
RESOLUTION APPROVING A CONSULTING SERVICES
AGREEMENT WITH DARYL D. JONES, INC., DBA
TELECOMMUNICATIONS ENGINEERING ASSOCIATES FOR
TELECOMMUNICATIONS AND INFORMATION TECHNOLOGY
SERVICES FOR THE COMMUNITY CIVIC CAMPUS PROJECT IN
AN AMOUNT NOT TO EXCEED $150,000.
WHEREAS, the new Community Civic Campus will require the City to provide technical support and
information related to telecommunications and information technology needs and criteria that will serve
to inform the design team, SmithGroupJJR ( SGJJR) and its technology consultant; and
WHEREAS, the City's Police and Fire departments have unique and specialized information technology
systems; and
WHEREAS, the specific skillset and knowledge provided by Telecommunications Engineering
Associates (TEA) will serve their function as extended staff to the City's Information Technology
Department, and inform the architect of record, SGJJR and its information / technology design
consultant, on the specific equipment and technology needs for the new Community Civic Campus
facilities; and
WHEREAS, staff recommends authorizing a consulting services agreement (Exhibit A) for
telecommunications engineering and information technology support services for a four -year term in the
amount not to exceed $150,000; and
WHEREAS, funding for this project is included in the City of South San Francisco's Community Civic
Campus program budget.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of South San Francisco
approves a consulting services agreement with TEA, attached hereto as Exhibit A, for
telecommunications and information technology consulting services for a four -year term in the amount
not to exceed $150,000.
BE IT FUTURE RESOLVED that the City Manager of the City of South San Francisco, or his designee,
is hereby authorized and directed to execute the consulting services agreement on behalf of the City of
South San Francisco, subject to approval as to form by the City Attorney, and to take any other action
consistent with the intent of this resolution.
City of South San Francisco Page 1
File Number: 18 -743
Enactment Number: RES 136 -2018
At a meeting of the City Council on 8/22/2018, a motion was made by Pradeep Gupta, seconded by Karyl
Matsumoto, that this Resolution be approved. The motion passed.
Yes: 5 Mayor No andy, Mayor Pro Tem Matsumoto, Councilmember Garbarino,
Councilmember Gupta, and Councilmember Addiego
Attest by
Kista Martinelli
City of South San Francisco Page 2
CONSULTING SERVICES AGREEMENT BETWEEN
THE CITY OF SOUTH SAN FRANCISCO AND
DARYL D. JONES, Inc.
THIS AGREEMENT for consulting services is made by and between the City of South San
Francisco ( "City ") and Daryl D. Jones, Inc. dba Telecommunications Engineering Associates ( "Consultant ")
(together sometimes referred to as the "Parties ") as of [July 25, 2018] (the "Effective Date ").
Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant
shall provide to City the services described in the Scope of Work attached as Exhibit A and A -1, attached
hereto and incorporated herein, at the time and place and in the manner specified therein. In the event of a
conflict in or inconsistency between the terms of this Agreement and Exhibit A and A -1, the Agreement
shall prevail.
1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall
end on December 31, 2022, the date of completion and Consultant shall complete the
work described in Exhibit A and A -1 prior to that date, unless the term of the Agreement
is otherwise terminated or extended, as provided for in Section 8. The time provided to
Consultant to complete the services required by this Agreement shall not affect the City's
right to terminate the Agreement, as provided for in Section 8.
1.2 Standard of Performance. Consultant shall perform all services required pursuant to this
Agreement in the manner and according to the standards observed by a competent
practitioner of the profession in which Consultant is engaged in the geographical area in
which Consultant practices its profession. Consultant shall prepare all work products
required by this Agreement in a substantial, first -class manner and shall conform to the
standards of quality normally observed by a person practicing in Consultant's profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform
services pursuant to this Agreement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment of any such persons,
Consultant shall, immediately upon receiving notice from City of such desire of City,
reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of services pursuant to this
Agreement as may be reasonably necessary to meet the standard of performance
provided in Sections 1.1 and 12 above and to satisfy Consultant's obligations hereunder.
Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $150,000,
notwithstanding any contrary indications that may be contained in Consultant's proposal, for services to be
performed and reimbursable costs incurred under this Agreement. Consultant shall be compensated for
services provided at a rate of $188.00 per hour. In the event of a conflict between this Agreement and
Consultant's services, attached as Exhibit A and A -1, regarding the amount of compensation, the
Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the
time and in the manner set forth herein. The payments specified below shall be the only payments from
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City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to
City in the manner specified herein. Except as specifically authorized by City, Consultant shall not bill City
for duplicate services performed by more than one person.
Consultant and City acknowledge and agree that compensation paid by City to Consultant under this
Agreement is based upon Consultant's estimated costs of providing the services required hereunder,
including salaries and benefits of employees and subcontractors of Consultant. Consequently, the parties
further agree that compensation hereunder is intended to include the costs of contributions to any pensions
and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City
therefore has no responsibility for such contributions beyond compensation required under this Agreement.
2.1 Invoices. Consultant shall submit invoices, not more often than once per month during
the term of this Agreement, based on the cost for services performed and reimbursable
costs incurred prior to the invoice date. Invoices shall contain the following information:
The beginning and ending dates of the billing period;
The amount and purpose of actual expenditures for which reimbursement is
sought;
2.2 Months Payment. City shall make monthly payments, based on invoices received, for
services satisfactorily performed, and for authorized reimbursable costs incurred. City
shall have thirty (30) days from the receipt of an invoice that complies with all of the
requirements above to pay Consultant. City shall have no obligation to pay invoices
submitted ninety (90) days past the performance of work or incurrence of cost.
2.3 Final Payment. City shall pay the last ten percent (10 %) of the total sum due pursuant to
this Agreement within sixty (60) days after completion of the services and submittal to City
of a final invoice, if all services required have been satisfactorily performed.
2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to
this Agreement. City shall not pay any additional sum for any expense or cost whatsoever
incurred by Consultant in rendering services pursuant to this Agreement. City shall make
no payment for any extra, further, or additional service pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of the maximum
amount of compensation provided above either for a task or for the entire Agreement,
unless the Agreement is modified prior to the submission of such an invoice by a properly
executed change order or amendment.
2.5 Hourly+ Fees. Fees for work performed by Consultant on an hourly basis shall not exceed
the amounts shown in Exhibit A -1.
2.6 Reimbursable Expenses. Reimbursable expenses are specified below, and shall not
exceed $1,480.00. Expenses not listed below are not chargeable to City
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The City shall reimburse consultant for travel and lodging expenses when consultant
travels more than 100 miles from the City limits for matters related to City business.
City shall reimburse consultant for registration fees associated with City- approved software
vendor conferences and meetings related to Police Department communications
technology.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes
incurred under this Agreement and any similar federal or state taxes. Contractor
represents and warrants that Contractor is a resident of the State of California in
accordance with California Revenue & Taxation Code Section 18662, as may be
amended, and is exempt from withholding. Contractor accepts sole responsible for
verifying the residency status of any subcontractors and withhold taxes from non - California
subcontractors as required by law.
2.8 Payment upon Termination. In the event that the City or Consultant terminates this
Agreement pursuant to Section 8, the City shall compensate the Consultant for all
outstanding costs and reimbursable expenses incurred for work satisfactorily completed as
of the date of written notice of termination. Consultant shall maintain adequate logs and
timesheets in order to verify costs incurred to that date.
2.9 Authorization to Perform Services. The Consultant is not authorized to perform any
services or incur any costs whatsoever under the terms of this Agreement until receipt of
authorization from the Contract Administrator.
Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole
cost and expense, provide all facilities and equipment that may be necessary to perform the services
required by this Agreement. City shall make available to Consultant only the facilities and equipment listed
in this section, and only under the terms and conditions set forth herein.
City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be
reasonably necessary for Consultant's use while consulting with City employees and reviewing records and
the information in possession of the City. The location, quantity, and time of furnishing those facilities shall
be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve
incurring any direct expense, including but not limited to computer, long- distance telephone or other
communication charges, vehicles, and reproduction facilities.
Section 4. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement,
Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and
amounts of insurance listed below against claims for injuries to persons or damages to property that may
arise from or in connection with the performance of the work hereunder by the Consultant and its agents,
representatives, employees, and subcontractors. Consistent with the following provisions, Consultant shall
provide Certificates of Insurance, attached hereto and incorporated herein as Exhibit B, indicating that
Consultant has obtained or currently maintains insurance that meets the requirements of this section and
under forms of insurance satisfactory, in all respects, to the City. Consultant shall maintain the insurance
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policies required by this section throughout the term of this Agreement. The cost of such insurance shall be
included in the Consultant's bid. Consultant shall not allow any subcontractor to commence work on any
subcontract until Consultant has obtained all insurance required herein for the subcontractor(s),
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense, maintain
Statutory Workers' Compensation Insurance and Employer's Liability Insurance for any
and all persons employed directly or indirectly by Consultant. The Statutory Workers'
Compensation Insurance and Employer's Liability Insurance shall be provided with limits of
not less than ONE MILLION DOLLARS ($1,000,000) per accident. In the alternative,
Consultant may rely on a self- insurance program to meet those requirements, but only if
the program of self- insurance complies fully with the provisions of the California Labor
Code. Determination of whether a self- insurance program meets the standards of the
Labor Code shall be solely in the discretion of the Contract Administrator (as defined in
Section 10.9). The insurer, if insurance is provided, or the Consultant, if a program of self -
insurance is provided, shall waive all rights of subrogation against the City and its officers,
officials, employees, and volunteers for loss arising from work performed under this
Agreement.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense, shall maintain
commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00)
per occurrence, combined single limit coverage for risks associated with the work
contemplated by this Agreement. If a Commercial General Liability Insurance or an
Automobile Liability form or other form with a general aggregate limit is used,
either the general aggregate limit shall apply separately to the work to be
performed under this Agreement or the general aggregate limit shall be at least
twice the required occurrence limit. Such coverage shall include but shall not be
limited to, protection against claims arising from bodily and personal injury,
including death resulting there from, and damage to property resulting from
activities contemplated under this Agreement, including the use of owned and non -
owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be at least as
broad as Insurance Services Office Commercial General Liability occurrence form
CG 0001 or GL 0002 (most recent editions) covering comprehensive General
Liability and Insurance Services Office form number GL 0404 covering Broad
Form Comprehensive General Liability, Automobile coverage shall be at least as
broad as Insurance Services Office Automobile Liability form CA 0001 (ed. 12/90)
Code 8 and 9. No endorsement shall be attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in the
insurance coverage or added as a certified endorsement to the policy-
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The insurance shall cover on an occurrence or an accident basis, and not
on a claims -made basis.
Any failure of Consultant to comply with reporting provisions of the policy
shall not affect coverage provided to City and its officers, employees,
agents, and volunteers.
4.3 Professional Liabilitv Insurance.
4.3.1 General recuirements. Professional liability insurance is not required for this
agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this section is to be placed
with insurers with a Bests' rating of no less than ANIL
4.4.2 Verification of coverage. Prior to beginning any work under this Agreement,
Consultant shall furnish City with complete copies of all policies delivered to
Consultant by the insurer, including complete copies of all endorsements attached
to those policies. All copies of policies and certified endorsements shall show the
signature of a person authorized by that insurer to bind coverage on its behalf. If
the City does not receive the required insurance documents prior to the Consultant
beginning work, it shall not waive the Consultant's obligation to provide them. The
City reserves the right to require complete copies of all required insurance policies
at any time.
4.4.3 Notice of Reduction in or Cancellation of Coverage. A certified endorsement
shall be attached to all insurance obtained pursuant to this Agreement stating that
coverage shall not be suspended, voided, canceled by either party, or reduced in
coverage or in limits, except after thirty (30) days' prior written notice by certified
mail, return receipt requested, has been given to the City, In the event that any
coverage required by this section is reduced, limited, cancelled, or materially
affected in any other manner, Consultant shall provide written notice to City at
Consultant's earliest possible opportunity and in no case later than ten (10)
working days after Consultant is notified of the change in coverage.
4.4.4 Additional insured- r. rimary insurance. City and its officers, employees, agents,
and volunteers shall be covered as additional insureds with respect to each of the
following: liability arising out of activities performed by or on behalf of Consultant,
including the insured's general supervision of Consultant; products and completed
operations of Consultant, as applicable; premises owned, occupied, or used by
Consultant; and automobiles owned, leased, or used by the Consultant in the
course of providing services pursuant to this Agreement. The coverage shall
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contain no special limitations on the scope of protection afforded to City or its
officers, employees, agents, or volunteers.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to the City and its officers, officials, employees and
volunteers, and that no insurance or self - insurance maintained by the City shall be
called upon to contribute to a loss under the coverage.
4.4.5 Deductibles and Self- Insured Retentions. Consultant shall disclose to and
obtain the approval of City for the self- insured retentions and deductibles before
beginning any of the services or work called for by any term of this Agreement.
Further, if the Consultant's insurance policy includes a self- insured retention that
must be paid by a named insured as a precondition of the insurer's liability, or
which has the effect of providing that payments of the self- insured retention by
others, including additional insureds or insurers do not serve to satisfy the self -
insured retention, such provisions must be modified by special endorsement so as
to not apply to the additional insured coverage required by this agreement so as to
not prevent any of the parties to this agreement from satisfying or paying the self -
insured retention required to be paid as a precondition to the insurer's liability.
Additionally, the certificates of insurance must note whether the policy does or
does not include any self- insured retention and also must disclose the deductible.
During the period covered by this Agreement, only upon the prior express written
authorization of Contract Administrator, Consultant may increase such deductibles
or self- insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Contract Administrator may condition approval of an increase in
deductible or self- insured retention levels with a requirement that Consultant
procure a bond, guaranteeing payment of losses and related investigations, claim
administration, and defense expenses that is satisfactory in all respects to each of
them.
4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its
policies or shall furnish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
4.4.7 Wastinwa Policy No insurance policy required by Section 4 shall include a
"wasting" policy limit.
4.4.8 Variation, The City may approve a variation in the foregoing insurance
requirements, upon a determination that the coverage, scope, limits, and forms of
such insurance are either not commercially available, or that the City's interests
are otherwise fully protected.
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4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide
or maintain any insurance policies or policy endorsements to the extent and within the time
herein required, City may, at its sole option exercise any of the following remedies, which
are alternatives to other remedies City may have and are not the exclusive remedy for
Consultant's breach:
a. Obtain such insurance and deduct and retain the amount of the premiums for such
insurance from any sums due under the Agreement;
b. Order Consultant to stop work under this Agreement or withhold any payment that
becomes due to Consultant hereunder, or both stop work and withhold any payment,
until Consultant demonstrates compliance with the requirements hereof; and/or
c. Terminate this Agreement.
Section 5. INDEMNIFICATION AND CONSULTANT'S RESPONSIBILITIES_. Consultant shall
indemnify, defend with counsel selected by the City, and hold harmless the City and its officials, officers,
employees, agents, and volunteers from and against any and all losses, liability, claims, suits, actions,
damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to
property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole
or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees,
subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character
of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage
to property, or violation of law arises wholly from the gross negligence or willful misconduct of the City or its
officers, employees, agents, or volunteers and (2) the actions of Consultant or its employees,
subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or
violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the
duty to defend as set forth in Section 2778 of the California Civil Code, Acceptance by City of insurance
certificates and endorsements required under this Agreement does not relieve Consultant from liability
under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall
apply to any damages or claims for damages whether or not such insurance policies shall have been
determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the
provisions of this Section and that it is a material element of consideration.
In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services
under this Agreement is determined by a court of competent jurisdiction or the California Public Employees
Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall
indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions
for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the
payment of any penalties and interest on such contributions, which would otherwise be the responsibility of
City.
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Section 6. STATUS OF CONSULTANT,
6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall
be an independent contractor and shall not be an employee of City. City shall have the
right to control Consultant only insofar as the results of Consultant's services rendered
pursuant to this Agreement and assignment of personnel pursuant to Subparagraph 1.3;
however, otherwise City shall not have the right to control the means by which Consultant
accomplishes services rendered pursuant to this Agreement. Notwithstanding any other
City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant
and any of its employees, agents, and subcontractors providing services under this
Agreement shall not qualify for or become entitled to, and hereby agree to waive any and
all claims to, any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
(PERS) as an employee of City and entitlement to any contribution to be paid by City for
employer contributions and/or employee contributions for PERS benefits.
6.2 Consultant No Agent. Except as City may specify in writing, Consultant shall have no
authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent or to bind City to any obligation whatsoever.
Section 7. LEGAL REQUIREMENTS.
7.1 Governinq Law. The laws of the State of California shall govern this Agreement.
7.2 Compliance with AFpj cable Laws. Consultant and any subcontractors shall comply with
all laws applicable to the performance of the work hereunder.
7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by
fiscal assistance from another governmental entity, Consultant and any subcontractors
shall comply with all applicable rules and regulations to which City is bound by the terms of
such fiscal assistance program.
7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and
its employees, agents, and any subcontractors have all licenses, permits, qualifications,
and approvals, including from City, of what -so -ever nature that are legally required to
practice their respective professions. Consultant represents and warrants to City that
Consultant and its employees, agents, any subcontractors shall, at their sole cost and
expense, keep in effect at all times during the term of this Agreement any licenses,
permits, and approvals that are legally required to practice their respective professions. In
addition to the foregoing, Consultant and any subcontractors shall obtain and maintain
during the term of this Agreement valid Business Licenses from City.
7.5 Nondiscrimination and Equal 01� ortunity. Consultant shall not discriminate, on the
basis of a person's race, religion, color, national origin, age, physical or mental handicap or
disability, medical condition, marital status, sex, or sexual orientation, against any
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Section 8.
8.1
employee, applicant for employment, subcontractor, bidder for a subcontract, or participant
in, recipient of, or applicant for any services or programs provided by Consultant under this
Agreement. Consultant shall comply with all applicable federal, state, and local laws,
policies, rules, and requirements related to equal opportunity and nondiscrimination in
employment, contracting, and the provision of any services that are the subject of this
Agreement, including but not limited to the satisfaction of any positive obligations required
of Consultant thereby.
Consultant shall include the provisions of this Subsection in any subcontract approved by
the Contract Administrator or this Agreement.
TERMINATION AND MODIFICATION.
Termination. City may cancel this Agreement at any time and without cause upon written
notification to Consultant.
Consultant may cancel this Agreement for cause upon 30 days' written notice to City and
shall include in such notice the reasons for cancellation.
In the event of termination, Consultant shall be entitled to compensation for services
performed to the date of notice of termination. City, however, may condition payment of
such compensation upon Consultant delivering to City all materials described in Section
9.1.
8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this
Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a
written amendment to this Agreement, as provided for herein. Consultant understands and
agrees that, if City grants such an extension, City shall have no obligation to provide
Consultant with compensation beyond the maximum amount provided for in this
Agreement, Similarly, unless authorized by the Contract Administrator, City shall have no
obligation to reimburse Consultant for any otherwise reimbursable expenses incurred
during the extension period.
8.3 Amendments. The parties may amend this Agreement only by a writing signed by all the
parties.
8.4 Assignment and Subcontractin -!. City and Consultant recognize and agree that this
Agreement contemplates personal performance by Consultant and is based upon a
determination of Consultant's unique personal competence, experience, and specialized
personal knowledge. Moreover, a substantial inducement to City for entering into this
Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not assign or subcontract any
portion of the performance contemplated and provided for herein, other than to the
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subcontractors noted in the proposal, without prior written approval of the Contract
Administrator.
8.5 Survival. All obligations arising prior to the termination of this Agreement and all
provisions of this Agreement allocating liability between City and Consultant shall survive
the termination of this Agreement.
8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms
of this Agreement, City's remedies shall include, but not be limited to, the following-
8.6.1 Immediately terminate the Agreement;
8.6.2 Retain the plans, specifications, drawings, reports, design documents, and any
other work product prepared by Consultant pursuant to this Agreement;
8.6.3 Retain a different consultant to complete the work described in Exhibit A and A -1
not finished by Consultant; or
8.6.4 Charge Consultant the difference between the cost to complete the work
described in Exhibit A and A -1 that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if Consultant
had completed the work.
Section 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications,
records, files, or any other documents or materials, in electronic or any other form, that
Consultant prepares or obtains pursuant to this Agreement and that relate to the matters
covered hereunder shall be the property of the City. Consultant hereby agrees to deliver
those documents to the City upon termination of the Agreement, It is understood and
agreed that the documents and other materials, including but not limited to those described
above, prepared pursuant to this Agreement are prepared specifically for the City and are
not necessarily suitable for any future or other use. City and Consultant agree that, until
final approval by City, all data, plans, specifications, reports and other documents are
confidential and will not be released to third parties without prior written consent of both
parties unless required by law.
9.2 Consultant's Books and Records. Consultant shall maintain any and all ledgers, books
of account, invoices, vouchers, canceled checks, and other records or documents
evidencing or relating to charges for services or expenditures and disbursements charged
to the City under this Agreement for a minimum of three (3) years, or for any longer period
required by law, from the date of final payment to the Consultant to this Agreement.
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9.3 Inspection and Audit of Records, Any records or documents that Section 9.2 of this
Agreement requires Consultant to maintain shall be made available for inspection, audit,
and/or copying at any time during regular business hours, upon oral or written request of
the City. Under California Government Code Section 8546.7, if the amount of public funds
expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the
Agreement shall be subject to the examination and audit of the State Auditor, at the
request of City or as part of any audit of the City, for a period of three (3) years after final
payment under the Agreement.
9.4 Records Submitted in Response to an Invitation to Bid or Request for Proposals. All
responses to a Request for Proposals (RFP) or invitation to bid issued by the City become
the exclusive property of the City. At such time as the City selects a bid, all proposals
received become a matter of public record, and shall be regarded as public records, with
the exception of those elements in each proposal that are defined by Consultant and
plainly marked as "Confidential," "Business Secret" or "Trade Secret."
The City shall not be liable or in any way responsible for the disclosure of any such
proposal or portions thereof, if Consultant has not plainly marked it as a "Trade Secret" or
"Business Secret," or if disclosure is required under the Public Records Act.
Although the California Public Records Act recognizes that certain confidential trade secret
information may be protected from disclosure, the City may not be in a position to establish
that the information that a prospective bidder submits is a trade secret. If a request is
made for information marked "Trade Secret" or "Business Secret," and the requester takes
legal action seeking release of the materials it believes does not constitute trade secret
information, by submitting a proposal, Consultant agrees to indemnify, defend and hold
harmless the City, its agents and employees, from any judgment, fines, penalties, and
award of attorneys fees awarded against the City in favor of the party requesting the
information, and any and all costs connected with that defense. This obligation to
indemnify survives the City's award of the contract. Consultant agrees that this
indemnification survives as long as the trade secret information is in the City's possession,
which includes a minimum retention period for such documents.
Section 10 MISCELLANEOUS PROVISIONS,
10.1 Attorneys' Fees. If a party to this Agreement brings any action, including arbitration or an
action for declaratory relief, to enforce or interpret the provision of this Agreement, the
prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief
to which that party may be entitled, The court may set such fees in the same action or in a
separate action brought for that purpose.
10.2 Venue. In the event that either party brings any action against the other under this
Agreement, the parties agree that trial of such action shall be vested exclusively in the
state courts of California in the County San Mateo or in the United States District Court for
the Northern District of California.
Consulting Services Agreement between [Rev:03.09.2017]
City of South San Francisco and Daryl D. Jones, Inc
06/11/2015
Page 11 of 14
10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so
adjudged shall remain in full force and effect, The invalidity in whole or in part of any
provision of this Agreement shall not void or affect the validity of any other provision of this
Agreement.
10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this
Agreement does not constitute a waiver of any other breach of that term or any other term
of this Agreement.
10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of
and shall apply to and bind the successors and assigns of the parties.
10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written
studies and other printed material on recycled paper to the extent it is available at equal or
less cost than virgin paper.
10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within
the corporate limits of City or whose business, regardless of location, would place
Consultant in a "conflict of interest," as that term is defined in the Political Reform Act,
codified at California Government Code Section 81000 et seq
Consultant shall not employ any City official in the work performed pursuant to this
Agreement. No officer or employee of City shall have any financial interest in this
Agreement that would violate California Government Code Sections 1090 et seq,
Consultant hereby warrants that it is not now, nor has it been in the previous twelve (12)
months, an employee, agent, appointee, or official of the City. If Consultant was an
employee, agent, appointee, or official of the City in the previous twelve (12) months,
Consultant warrants that it did not participate in any manner in the forming of this
Agreement. Consultant understands that, if this Agreement is made in violation of
Government Code §1090 et,seq., the entire Agreement is void and Consultant will not be
entitled to any compensation for services performed pursuant to this Agreement, including
reimbursement of expenses, and Consultant will be required to reimburse the City for any
sums paid to the Consultant. Consultant understands that, in addition to the foregoing, it
may be subject to criminal prosecution for a violation of Government Code § 1090 and, if
applicable, will be disqualified from holding public office in the State of California.
10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or
interview related to this Agreement, either orally or through any written materials.
10.9 Contract Administration. This Agreement shall be administered by the Chief of Police
( "Contract Administrator "). All correspondence shall be directed to or through the Contract
Administrator or his or her designee.
Consulting Services Agreement between
City of South San Francisco and Daryl D Jones, Inc
[Rev:03.09.2017]
Ub /11/1015
Page 12 of 14
10.10 Notices. All notices and other communications which are required or may be given under
this Agreement shall be in writing and shall be deemed to have been duly given (i) when
received if personally delivered; (ii) when received if transmitted by telecopy, if received
during normal business hours on a business day (or if not, the next business day after
delivery) provided that such facsimile is legible and that at the time such facsimile is sent
the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery
to a domestic address by recognized overnight delivery service (e.g,, Federal Express);
and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In
each case notice shall be sent to the respective Parties as follows:
Consultant
City:
Daryl D. Jones
Telecommunications Engineering Associates
1160 Industrial Rd. #15
San Carlos, CA 94070
City Clerk
City of South San Francisco
400 Grand Avenue
South San Francisco, CA 94080
10.11 Professional Seal. No professional seals shall be required for this agreement.
10.12 Integration. This Agreement, including all Exhibits attached hereto, and incorporated
herein, represents the entire and integrated agreement between City and Consultant and
supersedes all prior negotiations, representations, or agreements, either written or oral
pertaining to the matters herein.
10.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be an original and all of which together shall constitute one agreement.
10.14 Construction. The headings in this Agreement are for the purpose of reference only and
shall not limit or otherwise affect any of the terms of this Agreement. The parties have had
an equal opportunity to participate in the drafting of this Agreement; therefore any
construction as against the drafting party shall not apply to this Agreement.
Consulting Services Agreement between
City of South San Francisco and Daryl D
Jones, Inc
[Rev:03.09.2017]
06/11/2015
Page 13 of 14
The Parties have executed this Agreement as of the Effective Date.
CITY OF SOUTH SAN FRANCISCO Consultant(s)
City Manager Daryl D. Jones
President
Attest:
Krista Martinelli, City Clerk
Approved as to Form:
City Attorney
Consulting Services Agreement between [Rev;03.09.2017] 06/1112015
City of South San Francisco and Daryl D Jones, Inc Page 14 of 14
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall serve as CITY's primary consultant supporting and facilitating City confirmation of
needs and requirements for new 911 dispatch center, new fire station 63, fire joint powers authority, and
law enforcement systems (lawnet). Responsibilities include but are not limited to providing input,
attendance at design team meetings, drafting and providing technical documents and memorandums
reflecting City interests and needs to inform the design team of new facilities at the Community Civic
Campus. Specific duties, deliverables, anticipated hours, and not to exceed amounts are specifically
identified on Exhibit A -1 attached hereto and incorporated herein by reference.
Consulting Services Agreement between
City of South San Francisco and - Exhibit A
DATE
Page 1 of 1
EXHIBIT A -1
City of South San Francisco Police Building Project
Police 911 Dispatch Center Task List
General I nfrasturcture
Task
Approx
Hours
Prepare a detailed radio base station equipment inventory
2
Prepare equipment replacement plan schedule
included
Implementation and cutover plan
6
Budget preparation and cost estimate
12
Project meetings
12
Space Planning
Task
Approx
Hours
Participate with the architect and City staff on space planning.
_ 6
Participate with the architect and City staff on dispatch furniture
design.
4
Electrical power and UPS requirements. _
1
Conduit and raceway requirements.
4
Project meetings
12
Communications Console Specifications
Task
Approx
l
Hours
Basic radio console needs definition
10
Transmitter site - select requirements
4
Voter status disp_Lay requirements
6
Monitor receiver requirements
2
Emergency channel marker Code -33 beeper) requirements
1
Instant recall recorder interface requirements
2
DTMF decoder on fire channel requirements
2
Simplex receiverrecquirements
1
Building, PA interface requirements
1
Telephone headset interface requirements
2
Console sidetone and intercom requirements
2
MDC1200 /Fleets nc AN] decoder display requirements
2
Equipment racks and seismic bracing Ian review
4
Deinstallation and removal of old e ui ment plan
4
Communications console fault tolerance issues
4
Imolementation and cutover plan
12
Budget preparation and cost estimate - review /validation
8
Project meetings
12
Radio System Requirements
Task
Approx
Hours
Antenna tower requirements
10
Low - elevation antenna mounting requirements
4
Antenna coaxial cable conduit requirements
4
DC powers stem requirements _
2
Distributed Antenna System (DAS) requirements
6
Telecommunications Engineering Associates
San Carlos, California Page 1
EXHIBIT A -1
City of South San Francisco Police Building Project
Police 911 Dispatch Center Task List
Equipment rack and cabinet requirements
2
AC power distribution toequipment rack requirements (PDU)
2
Grounding system requirements
2
NOAA weather radio requirements
1
Pacifica channel patch requirements
4
Colma PD radio interface
1
San Bruno PD radio interface
2
City microwave to Sign Hill requirements
2
AT &T radio circuit relocation planning
2
Radio stream encoder requirements
2
Implementation and cutover plan
16
Budget preparation and cost estimate - review /validation
16
Project meetings
16
911 Telephone System Planning
Task
Approx
Hours
E -911 equipment relocation cr replacement planning
24,
Electrical power requirements for 911 telephone equipment
2
Cabling for 911 station equipment - provide criteria and review
2
Comm center TDD and Text -to -911 issues
2
Instant recall recorders issues
2
Administrative telephone s stem interface requirements
2
Develop installation and cutover plan with 911 provider
2
Implementation and project management services. Liaison with
West - Intrado and AT &T etc.
8
,Budget preparation and cost estimate - review/validation
4
Project meetings
g
Telecommunications Engineering Associates
San Carlos, California Page 2
EXHIBIT A -1
City of South San Francisco Police Building Project
Police 911 Dispatch Center Task List
Police Data Communications
Task
Approx
Hours
Low - voltage wiring for data communications and networking,
provide criteria and review.
4
PD firewall relocation and transition plan
12
CAD /RMS network issues
4
DOJ security requirements
4
Police Ethernet wiring requirements definition
4
Relocation or replacement of CAD /RMS equipment
4
2
Comm Center Ethernet wiring
Plan for GPS Netclock and times nc requirements
2
Master clock display re_uirements
2
Work with the architect's consultant to define PD low- voltage
wiring requirements.
4
Budget preparation and cost estimate - review /validation 4
Project meetings 4
City PBX and Data Network
Task
Approx
Hours
Cit ide E911 calling requirements
2
Police Records telephone recording requirements
2
Police Records telephone requirements
2
Police overhead paging PBX interface requirements
2
Police door control PBX interface requirements
4
Cable entrance requirements for AT &T, Comcast & Wave
4
Project meetings
4
3rd Party Equipment Issues
Task
Approx
Hours
OES JPA communications equipment relocation planning 8
(County microwave)
Budget preparation and cost estimate - review /validation 2
Project meetings 6
Telecommunications Engineering Associates
San Carlos, California Page 3
EXHIBIT A -1
City of South San Francisco Police Building Project
Police 911 Dispatch Center Task List
Building Security
Task
Approx
Hours
Securit,i video cameras and monitors
8
Audio monitoring of holding cells & interview rooms
81
Interview room audio and video recording requirements
8
Access control and two-way intercom requirements
8
Large monitor display requirements for mapping etc
4
Interface between radio console and security electronics
6
Jail duress alarm requirements
2
Police Records duress alarm
2
Pacifica door control interface requirements
2
Budget preparation and cost estimate - review /validation
0
Project meetin s
3
Miscellaneous
Task
Approx
Hours
PD building overhead paging (PA)
2
PD overhead speakers for radio audio
2
Logging recorder relocation/replacement
8
Uninterru table powers stem planning.
4
EOC radios stem interface requirements,
2
Liaison w/ fire suppression consultant
2
2
2
Emergency generator alarm and fuel tank monitor requirements
Budget preparation and cost estimate
FCC license preparation for City radio licenses (see note 6)
40
Review and respond to RFI, as requested
36
Site inspections and punch list
40
Project meetincas
20
TEA Consulting Services Summary
Approx
Hours
Total Anticipated Hours 587
Hourly Rate $ 188.00
Sub -total TEA consulting services $ 110,356.00
Telecommunications Engineering Associates
San Carlos, California
Page 4
EXHIBIT A -1
City of South San Francisco Police Building Project
Fire Station -63
Revised: February 14, 2018
General Fire Station Infrasturcture Approx
Task Hours
Identify and plan for Comm /IT room wall /space utilization_ 2
Medic alertinq requirements determination 2
Radio and Alerting System Requirements Approx
Task Hours
Needs assessment for station alerting systems.
10�
Identify conduit and raceway requirements for station alerting
systems.
12
Identify requirements for selective lighting of dorms and egress
paths and type of lighting.
10
Identify PA speaker backbox and volume control requirements.
5
Design the selective dormitory alerting system.
16
Identify electrical power and UPS requirements for station
alerting equipment
2
Prepare cost estimates for TEA station alertino system.
0
Review and markup architect's drawings
15
Project meetings,
10
TEA Consulting Services Summary
Approx
Hours
Total Anticipated Hours 84
Hourly Rate $ 188.00
Sub -total direct TEA consulting services $15,792.00
Telecommunications Engineering Associates
San Carlos, California
Page 5
EXHIBIT A -1
City of South San Francisco Police Building Project
Fire JPA Task List
General I nfrastu rctu re
Task
Approx
Hours
Liaison with the ALS JPA communications team
12
Implementation and cutover plan
16�
Budget ,re aration and cost estimate
41
Project meetings
6,
Space Planning
Task
Participate with the architect and City staff on space planning
AC power distribution to equipment rack requirements f PDU'
Conduit and raceway requirements.
Project meetings
Radio and Alerting System Requirements
Task
Approx
Hours
2
1
2
2
Approx
Hours
Antenna tower - Assist with functional requirements definition
2
DC power system requirements
2
Equi ment rack and cabinet requirements
2
AC power distribution to equipment rack requirements (PDU)
2
Grounding system requirements
2
Fire station alerting system (FSA) relocation requirements
4
AT &T radio circuit relocation planning
2
Fire radios stem tone encoding requirements for Control -3
2
I.Radio stream encoder requirements
2
TEA Consulting Services Summary
Approx
Hours
Total Anticipated Hours 65
Hourly Rate $ 188.00
Sub -total TEA consulting services $12,220.00
Telecommunications Engineering Associates
San Carlos, California Page 6
EXHIBIT A -1
City of South San Francisco Police Building Project
Lawnet Task List
General Infrasturcture
Task
Approx
Hours
Rack space and power requirements
2
AC power distribution toequipment rack requirements (PDU)
2
Implementation and cutover elan
12
Budget preparation and cost estimate
2
Project meetin s
8
Communications Circuits
Task
Approx
l
Hours
AT &T T1 circuit requirements planning
8
Comcast circuit requirements planning
4
Wave Broadband circuit requirements planning
4
Project meetings
6
Miscellaneous
Task
Approx
Hours
Lawnet server replacement and relocation
2
BRIMS server replacement and relocation
2
Project meetings
2
TEA Consulting Services Summary
Approx
Hours
Total Anticipated Hours 54
Hourly Rate $ 188.00
Sub -total TEA consulting services $10,152.00
Telecommunications Engineering Associates
San Carlos. California
Page 7
EXHIBIT B
INSURANCE CERTIFICATES
Consulting Services Agreement between
City of South San Francisco and - Exhibit B
DATE
Page 1 of 1