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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 Consulting Services Agreement between [Rev:03.09.2017] 06/11/2015 City of South San Francisco and Daryl D. Jones, Inc Page 1 of 14 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 Consulting Services Agreement between [Rev:03.09.2017] 06/11/2015 City of South San Francisco and Daryl D. Jones, Inc Page 2 of 14 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 Consulting Services Agreement between City of South San Francisco and Daryl D Jones, Inc [Rev;03.09.2017] 06/11/2015 Page 3 of 14 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- Consulting Services Agreement between City of South San Francisco and Daryl D. Jones, Inc [Rev;03.09,2017] 06/11/2015 Page 4 of 14 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 Consulting Services Agreement between City of South San Francisco and Daryl D Jones, Inc [Rev:03.09.2017] 06/11/2015 Page 5 of 14 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. Consulting Services Agreement between [Rev:03.09.2017] 06111/2015 City of South San Francisco and Daryl D. Jones, Inc Page 6 of 14 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. Consulting Services Agreement between [Rev:03.09.2017] City of South San Francisco and Daryl D. Jones, Inc 06/11/2015 Page 7 of 14 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 Consulting Services Agreement between (Rev:03.09.2017] 06/11/2015 City of South San Francisco and Daryl D. Jones, Inc Page 8 of 14 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 Consulting Services Agreement between City of South San Francisco and Daryl D Jones, Inc [Rev:03.09.2017] 06/11/2015 Page 9 of 14 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. Consulting Services Agreement between [Rev;03.09.2017] 06/11/2015 City of South San Francisco and Daryl D Jones, Inc Page 10 of 14 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