2200 - Tech Pacific, Inc. - Pet License Application Software Upgrade CITY OF ROSEMEAD
PROFESSIONAL SERVICES AGREEMENT
1. PARTIES AND DATE.
This Agreement is made and entered into this 2nd day of April, 2019 by and
between the City of Rosemead, a municipal organization organized under the laws of
the State of California with its principal place of business at 8838 E. Valley Blvd.,
Rosemead, California 91770 ("City") and Tech Pacific, Inc.,with its principal place of
business at 5825 Lincoln Avenue, Suite D246, Buena Park, Calfifornia 90620
("Consultant"). City and Consultant are sometimes individually referred to herein as
"Party" and collectively as "Parties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of
certain professional services required by the City on the terms and conditions set forth
in this Agreement. Consultant represents that it is experienced in providing software
applications and related services to companies in the Customer Data Management
industry, including, among other things, custom applications development, application
development on mobile devices and data analysis, and is familiar with the. plans of the
City to upgrade the current Pet Licensing Software Application.
2.2 Project.
City desires to engage Consultant to render such services for the Pet License
Application Software Upgrade project and Support Services ("Project") as set forth in
this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to
furnish to the City all labor, materials, tools, equipment, services, and incidental and
customary work necessary to fully and adequately supply the professional consulting
services necessary for the Project ("Services"). The Services .are more particularly.
described in Exhibit "A" attached hereto and incorporated herein by reference. All
Services shall be subject to, and performed in accordance with, this Agreement, the
exhibits attached hereto and incorporated herein by reference, and all applicable local,
state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be from April 8, 2019 to
March 31, 2020, unless earlier terminated as provided herein. Consultant shall
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complete the Services within the term of this Agreement, and shall meet any other
established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.1 Control and Payment of Subordinates; Independent Contractor.
The Services shall be performed by Consultant or under its supervision. Consultant will
determine the means, methods and details of performing the Services: subject to the
requirements of this Agreement. City retains Consultant on an independent contractor
basis and not as an employee. Consultant retains the right to perform similar or
different services for others during the term of this Agreement. Any additional personnel
performing the Services under this Agreement on behalf of Consultant shall also not be
employees of City and shall at all times be under Consultant's exclusive direction and
control. Consultant shall pay all wages, salaries, and other amounts due such
personnel in connection with their performance of Services under this Agreement and
as required by law. Consultant shall be responsible for all reports and obligations
respecting such additional personnel, including, but not limited to: social security taxes,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the 'Services
expeditiously, within the term of this Agreement, and in accordance with the Schedule of
Services set forth in Exhibit "B" attachedhereto and incorporated herein by reference.
Consultant represents that it has the professional and- technical personnel required to
perform the Services in conformance with such conditions. In order to facilitate
Consultant's conformance with the Schedule, City. shall respond to Consultant's
submittals in a timely manner. Upon request of City, Consultant shall provide a more
detailed schedule of anticipated performance to meet the Schedule of Services.
3.2.3 Conformance to Applicable Requirements. All work prepared by
Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City
that certain key personnel will perform and coordinate the Services under this
Agreement. Should one or more of such personnel become unavailable, Consultant
may substitute other personnel of at least equal competence upon written approval of
City. In the event that City and Consultant cannot agreeas to the substitution of key
personnel, City shall be entitled to terminate this Agreement for cause. As discussed
below, any personnel who fail or refuse to perform the Services in a manner acceptable
to the City, or who are determined by the City to be uncooperative, incompetent, a
threat to the adequate or timely completion of the Project or a threat to the safety of
persons or property, shall be promptly removed from the Project by the Consultant at
the request of the City. The key personnel for performance of this Agreement are as
follows: Rakesh Gurmel, Principal and Piyush Kathri, Principal.
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3.2.5 City's Representative. The City hereby designates the Assistant
City Manager, or his or her designee, to act as its representative for the performance of
this Agreement ("City's Representative"). City's Representative shall have the power to
act on behalf of the City for all purposes under this Contract. Consultant shall not
accept direction or orders from any person other than the City's Representative or his or
her designee.
3.2.6 Consultant's Representative. Consultant hereby designates
Rakesh Gurmel, or his designee, to act as its representative for the performance of this
Agreement ("Consultant's Representative"). Consultant's Representative shall have full
authority to represent and act on behalf of the Consultant for all purposes under this
Agreement. The Consultant's Representative shall supervise and direct the Services,
using his/her best skill and attention, and shall be responsible for all means, methods,
techniques, sequences and procedures and for the satisfactory coordination of all
portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with
City staff in the performance of Services and shall be available to City's staff,
consultants and other staff at all reasonable times.
3.2.8 Standard of Care; Performance of Employees. Consultant shall
perform all Services under this Agreement in a skillful and competent manner,
consistent with the standards generally recognized as being employed by professionals
in the same discipline in the State of California. Consultant represents and maintains
that it is skilled in the professional calling necessary to perform the Services.
Consultant warrants that all employees and subcontractors shall have sufficient skill and
experience to perform the Services assigned to them. Finally, Consultant represents
that it, its employees and subcontractors have all licenses, permits, qualifications and
approvals of whatever nature that are legally required to perform the Services, including
a City Business License, and that such licenses and approvals shall be maintained
throughout the term of this Agreement. As provided for in the indemnification provisions
of this Agreement, Consultant shall perform, at its own cost and expense and without
reimbursement from the City, any services necessary to correct errors or omissions
which are caused by the Consultant's failure to comply with the standard of care
provided for herein. Any employee of the Consultant or its sub-consultants who is
determined by the City to be uncooperative, incompetent, a threat to the adequate or
timely completion of the Project, a threat to the safety of persons or property, or any
employee who fails or refuses to perform the Services in a manner acceptable to the
City, shall be promptly removed from the Project by the Consultant and shall not be
re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of
and in compliance with all local, state and federal laws, rules and regulations in any
manner affecting the performance of the Project or the Services, including all Cal/OSHA
requirements, and shall give all notices required by law. Consultant shall be liable for all
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violations of such laws and regulations in connection with Services. If the Consultant
performs any work knowing it to be contrary to such laws, rules and regulations and
without giving written notice to the City, Consultant shall be solely responsible for all
costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials,
directors, officers, employees and agents free and harmless, pursuant to the
indemnification provisions of this Agreement, from any claim or liability arising out of any
failure or alleged failure to comply with such laws, rules or regulations.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Architect shall maintain prior to
the beginning of and for the direction of this Agreement insurance coverage as specified
in Exhibit D attached to and part of this agreement.
3.2.11 Safety. Contractor shall execute and maintain its work so as
to avoid injury or damage to any person or property. In carrying out its Services, the
Contractor shall at all times be in compliance with all applicable local, state and federal
laws, rules and regulations, and shall exercise all necessary precautions for the safety
of employees appropriate to the nature of the work.and the conditions under which the
work is to be performed. Safety precautions as applicable shall include, but shall not be
limited to: (A) adequate life protection and life saving equipment and procedures; (B)
instructions in accident prevention for all employees and subcontractors, such as safe
walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space
procedures, trenching and shoring, equipment and other safety devices, equipment and
wearing apparel as are necessary or lawfully required to prevent accidents or injuries;
and (C) adequate facilities for the proper inspection and maintenance of all safety
measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including
authorized reimbursements, for all Services rendered under this Agreement at the rates
set forth in Exhibit C attached hereto and incorporated herein by reference. The total
compensation shall not exceed twenty-two thousand five hundred dollars ($22,500.00) ,
over a 4-year period without advance written approval of the City Manager's project
manager. Extra Work may be authorized, as described below, and if authorized, will be
compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City
statements which indicates work completed by Consultant. The City agrees to pay
Consultant the fees outlined in Exhibit C.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed
for any expenses unless authorized in writing by City.
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3.3.4 Extra Work. At any time during the term of this Agreement, City
may request that Consultant perform Extra Work. As used herein, "Extra Work" means
any work which is determined by City to be necessary for the proper completion of the
Project, but which the parties did not reasonably anticipate would be necessary at the
execution of this Agreement. Consultant shall not perform, nor be compensated for,
Extra Work without written authorization from City's Representative.
3.3.5 Prevailing Wages. Consultant is aware of the requirements of
California Labor Code Section 1720, et seq., and 1770, et seq., as well as California
Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which
require the payment of prevailing wage rates and the performance of other
requirements on "public works" and "maintenance" projects. If the Services are being
performed as part of an applicable "public works" or "maintenance" project, as defined
by the Prevailing Wage Laws, and if the total compensation is $1,000 or more,
Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide
Consultant with a copy of the prevailing rates of per diem wages in effect at the
commencement of this Agreement. Consultant shall make copies of the prevailing rates
of per diem wages for each craft, classification or type of worker needed to execute the
Services available to interested parties upon request, and shall post copies at the
Consultant's principal place of business and at the project site. Consultantshall defend,
indemnify and hold the City, its elected officials, officers, employees and agents free
and harmless from any claimor liability arising out of any failure or alleged failure to
comply with the Prevailing Wage Laws.
3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete
and accurate records with respect to all costs and expenses incurred under this
Agreement. All such records shall beclearly identifiable. Consultant shall allow a
representative of City during normal business hours to examine, audit, and make
transcripts or-copies of such records and any other documents created pursuant to this
Agreement. Consultant shall allow inspection of all work, data, documents, proceedings,
and activities related to the Agreement for a period of three (3) years from the date of
final payment under this Agreement.'
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice
to Consultant, terminate the whole or any,part of this Agreement at any time and without
cause by giving writtennotice to Consultant of such termination, and specifying the
effective date thereof, at ninety (90) days before the effective date of such termination.
Upon termination, Consultant shall be compensated for all direct service hours on work-
in-progress at $125.00 per hour for .those services which have been adequately
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rendered to City; however, in no event shall the City be obligatedto pay more than the
total amount of the Contract. Consultant may not terminate this Agreement except for
cause.
3.5.1.2 Effect of Termination. If this Agreement is terminated
as provided herein, City may require Consultant to provide,all finished or unfinished
Documents and Data and other information of any kind prepared by Consultant in
connection with the performance of Services under this Agreement. Consultant shall be
required to provide such document and other information within fifteen (15) days of the
request.
3.5.1.3 Additional Services. In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms
and in such manner as it may determine appropriate, services similar to those
terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this
Agreement shall be given to the respective parties at the following address, or at such
other address as the respective parties may provide in writing for this purpose:
CONSULTANT:
Tech Pacific, Inc.
5825 Lincoln Ave, Suite D246
Buena Park, California 90620
Attn: Rakesh Gurmel
CITY:
City of Rosemead
P.O. Box 399
Rosemead, CA 91770
Attn: Greg S. Tsujiuchi
Such notice shall be deemed made when personally delivered or when mailed,
forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and
addressed to: the party at its applicable address. Actual notice shall be. deemed
adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality. .
3.5.3.1 Documents,& Data; Licensing of Intellectual Property.
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual
property embodied in plans, specifications, studies, drawings, estimates, and other
documents or works of authorship fixed in any tangible medium of expression, including
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but not limited to, physical drawings or data magnetically or otherwise recorded on
computer diskettes, which are prepared or caused to be prepared by Consultant under
this Agreement ("Documents & Data"). Consultantshall require all subcontractors to
agree in writing that City is granted a non-exclusive and perpetual license for any
Documents & Data the subcontractor prepares under this Agreement. Consultant
represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard
to Documents & Data which were prepared by design professionals other than
Consultant or provided to Consultant by the City. City shall not be limited in any way in
its use of the Documents and Data at any time, provided that any suchuse not within
the purposes intended by this Agreement shall be at City's sole risk.
3.5.3.2 . Confidentiality. All ideas, memoranda, specifications,
plans, procedures, drawings, descriptions, computer program data, input record data,
written information,-and other Documents and Data either created by or provided to
Consultant in connection with the performance of this Agreement shall be held
confidential by. Consultant. Such materials shall not, without the prior written consent of
City, be used by Consultant for any purposes other than the performance of the
Services. Nor shall such materials be disclosed to any person or entity not connected
with the performance of the Services or the Project. Nothing furnished to Consultant
which is otherwise known to Consultant or is generally known, or has become known, to
the related industry shall be deemed confidential. Consultant shall not use City's name
or insignia, photographs of the Project, or any publicity pertaining to the Services or the
Project in any magazine, trade paper, newspaper, television or radio production or other
similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with
one another, and shall take any additional acts or sign any additional documents as
may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attorney's Fees. If either party commences an action against the.
other party, either legal, administrative or otherwise, arising out of or in connection with
this Agreement, the prevailing party in such litigation shall be entitled to have and
recover from the losing party reasonable attorney's fees and all other costs of such
action.
3.5.6 Indemnification. Consultant shall defend, indemnify and hold the
City, its officials, officers, employees, volunteers and agents free and harmless from any
and all claims, demands, causes of action, costs, expenses, liability, loss, damage or
injury, in law or equity, to property or persons, including wrongful death, in any manner
arising out of or incident to any alleged acts, omissions or willful misconduct of
Consultant, its officials, officers, employees, agents, consultants and contractors arising
out of or in connection with the performance of the Services, the Project or this
Agreement, including without limitation the payment of all consequential damages and
attorneys fees and other related costs and expenses. Consultant shall defend, at
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Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or
other legal proceedings of every kind that may be brought or instituted against City, its
directors, officials, officers, employees, agents or volunteers. Consultant shall pay and
satisfy any judgment, award or decree that may be rendered against City or its
directors;officials, officers, employees, agents or volunteers, in any such suit, action or
other legal proceeding. Consultant shall reimburse City and its directors, officials,
officers, employees, agents and/or volunteers, for any and all legal expenses and costs
incurred by each of them in connection therewith or in enforcing the indemnity herein
provided. Consultant's obligation to indemnify shall not be restricted to insurance
proceeds, if any, received by the City, its directors, officials officers, employees, agents
or volunteers
3.5.7 Entire Agreement. This Agreement contains the entire Agreement
of the parties with respect to the subject matter hereof, and supersedes all prior
negotiations, understandings or agreements. This Agreement may only be modified by
a writing signed by both parties.
3.5.8 Governing Law. This Agreement shall be governed by the laws of
the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. 'Time is of the essence for each and every
provision of this Agreement.
3.5.10 City's Right to Employ Other Consultants. City reserves right to
employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the
successors and assigns of the parties.
3.5.12 Assignment or Transfer. Consultant shall not assign, hypothecate,
or transfer, either directly or by operation of law, this Agreement or any interest herein
without the prior written consent of the City. Any attempt to do so shall be null and void,
and any assignees, hypothecates or transferees shall acquire no right or interest by
reason of such attempted assignment, hypothecation or transfer.
3.5.13 Construction; References; Captions. Since the Parties or their
agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for
or against any Party. Any term referencing time, days or period for performance shall
be deemed calendar days and not work days. All references to Consultant include all
personnel, employees, agents, and subcontractors of Consultant, except as otherwise
specified in this Agreement. All references to City include its elected officials, officers,
employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of
reference only, and do not define, limit, augment, or describe the scope, content, or
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intent of this Agreement.
3.5.14 Amendment; Modification. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in writing and signed by
both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any
other default or breach, whether of the same or other covenant or condition. No waiver,
benefit, privilege, or service voluntarily given or performed by a Party shall give the
other Party any contractual rights by custom, estoppel,or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party
beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared
invalid, illegal, or otherwise unenforceable by a. court of competent jurisdiction, the
remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has
not employed nor retained any company or person, other than a bona fide employee
working solely for Consultant, to solicit or secure this Agreement. Further, Consultant
warrants that it,has not paid nor has it agreed to pay any company or person, other than
a bona fide employee working solely for Consultant, any fee, commission, percentage,
brokerage fee, gift or other consideration contingent upon or resulting from the award or
making of this Agreement. Consultant further agrees to file, or shall cause its
employees or subconsultants to file, a Statement of Economic Interest with the City's
Filing Officer as required under state law in the performance of the Services. For
breach or violation of this warranty, City shall have the right to rescind this Agreement
without liability. For the term of this Agreement, no member, officer or employee of City,
during the term of his or her service with. City, shall have any direct interest in this
Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an
equal opportunity employer and it shall not discriminate against any subcontractor,
employee or applicant for employment because of race, religion, color, national origin,
handicap, ancestry, sex or age. Such non-discrimination shall include, but not be
limited to, all activities related to initial employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff, or termination. Consultant shall also
comply with all relevant provisions of City's Minority Business Enterprise program,
Affirmative Action Plan or other related programs or guidelines currently in effect or
hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies
that it is aware of the provisions of Section 3700 of the California Labor Code which
require every employer to be insured against liability for Worker's Compensation or to
undertake self-insurance in accordance with the provisions of that Code, 'and agrees to
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comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter Agreement. Consultant has all requisite power
and authority to conduct its business and to execute, deliver, and perform the
Agreement. Each Party warrants that the individuals who have signed this Agreement
have the legal power, right, and authority to make this Agreement and bind each
respective Party.
3.5.22 Counterparts. This Agreement may be signed in counterparts,
each of which shall constitute an original.
3.6 Subcontracting.
3.6.1 Prior Approval Required. Consultant shall not subcontract any
portion of the work required by this Agreement, except as expressly stated herein,
without prior written approval of City. Subcontracts, if any, shall contain a provision
making them subject to all provisions stipulated in this Agreement.
CITY OF ROSEMEAD TECH PACIFIC, INC.
_ .. 1.1By: /
Gloria Molle•a,City Manager PIA/A
Name: k (L Ar
Attest:
Title: C
Ericka Hernandez
City Clerk
Approved as to Form:
Rachel Richman
/ / #
ity Attorney
02/08
Document2
EXHIBIT A
j .
SCOPE OF SERVICES
Project Background: The current Pet License Software is currently unsupported and missing
major and minor software code updates. In order to bring the software application to current.
standards,the application must first be updated and then followed by additional features,
functions,and enhancements per the clients request. Online registration and payment function
via web browser and mobile devices is the priority accomplishment for the client. In addition,
detailed reports, notifications and alerts via mobile texts, integration with other software
applications, and automatic mass mailing letters are of the clients priorities.
PROJECT Scope of Work Summary
• Create New Application Pool
• Install SQL Server 2016 On New Windows 2016 Server
• Export Existing Data for Testing
• Import Data to Pre-Production Database
• Create Payment Platform (Using Clients Provider)
• Create Reports as per client requirement
• Create Data Export Rule to Text File
• Create Data porting from and to Tyler (Function depends on Tyler)
• Create,Responsive Site for Mobile Device Access
• Create data Backup function within the application and data export
• Test application with Client
RESOURCE REQUIREMENTS From City
Provide Access to the server.VIA RDP ( Remote Access).
Provide Backup Solution to the Application server
For Production and Development
Access to Tyler point of Contact
A-1
Access to Credit Card Payment Solution Provider
API for Credit Card Application
Provide List of Current Issues
Provide SSL to Secure Site
Server Requirement
1 SQL Server VM (4 Drives: 1 Data / 1
Log / 1 temp / 1
backup
1 IIS Server (2 drives./ 1 os his
log)
Server Should Support Raid 5 or Raid 10
As we start developing the application there might be other requirement the needs to be
addressed, which is not outlined in this document and will be included as scope of work
All 3 party party license or service requirement is not paid by Tech Pacific, City of
Rosemead has to purchase any 3rd party license or tools that might be required for this
project.
All.Server License and SQL Liencse has to be registered with Microsoft. Tech Pacific does
not support any unlicensed sewer or software tools.
Codes used with Pet License Application is property of Tech Pacific Inc a registered
company in State of California. Reverse engineering or use of any part of the
application without written approval will be deemed as violation of contract. Network
security and any hardware and software compliance required by state and any
government agency. Data protection asrequired by Hippa/finra or sarbane Oxley.
A-2
EXHIBIT B
SCHEDULE OF SERVICES.
ESTIMATED TIME REQUIRED PROJECT MILESTONE TITLE
#1 - UPGRADING OF SYSTEM AND
YEAR 1 - 1 %MONTHS ONLINE PAYMENT ACCESSIBILITY AND
*API INTEGRATION WITH CREDIT CARD
VENDOR-TRAINING &TESTING
#2- PLANNING AND DESIGN OF
YEAR 1 - 1 %/z MONTHS ADDITIONAL UPGRADES FOR REPORTS
AND TYLER SOFTWARE
YEAR 1 -2 MONTHS #3-SOFTWARE CODING AND**UI
DEVELOPMENT
#4-TRAINING,TESTING AND
YEAR 1 -2 MONTHS MODIFICATIONS
YEAR 1 -5 MONTHS SUPPORT SUPPORT SERVICES
YEAR 2-12 MONTHS SUPPORT SUPPORT SERVICES
YEAR 3— 12 MONTHS SUPPORT SUPPORT SERVICES
YEAR 4— 12 MONTHS.SUPPORT SUPPORT SERVICES
*API -Application Programming Interface
**U1 - Utility Interface
B-1
EXHIBIT C
COMPENSATION
Year 1 Fee Payment Schedule:
• At completion of Milestone 1 $5,865.00
• At completion of Milestone 2 $ 700.00
• At completion of Milestone 3 $1,000.00
• At completion of Milestone 4 $1,000.00
• At start of Milestone 5 $1,835.00
Consultant shall invoice City after completion of each Milestone. Years 2, 3, &4 Support
Services shall be invoiced on a yearly basis.
FEE SUMMARY
Item HOURS TOTAL
Year 1 On Signing Of Contract Application Migration and $10,400.00
System Upgrades
Year 2 April 1, 2020 Support Services $4,800.00
Year 3 April 1, 2021 Support Services $3,800.00
Year 4 April 1, 2022 Support Services $3,500.00
C-1
EXHIBIT D
INSURANCE REQUIREMENTS
Prior to the beginning of and throughout the duration of the Work, Consultant will
maintain insurance in conformance with the requirements set forth below. Consultant
will use existing coverage to comply with these requirements. If that existing coverage
does not meet the requirements set forth here, Consultant agrees to amend,supplement
or endorse the existing coverage to do so. Consultant acknowledges that the insurance
coverage and policy limits set forth in this section constitute the minimum amount of
coverage required. Any insurance proceeds available to City in excess of the.limits and
coverage required in this agreement and which is applicable to a given loss, will be
available to City.
Consultant shall provide the following types and amounts of insurance:
Commercial General Liability Insurance using Insurance Services Office "Commercial
General Liability" policy form CG 00 01 or the exact equivalent. Defense costs must be
paid in addition to limits. There shall be no cross liability exclusion for claims or suits by
one insured against another. Limits are subject to review but in no event less than
$1,000,000 per occurrence.
Business Auto Coverage on ISO 'Business Auto Coverage form CA 00 01 including
symbol 1. (Any Auto) or the exact equivalent. Limits are subject to review, but in no
event to be less that $1,000,00.0 per accident. If Consultant owns no vehicles, this
requirement may be satisfied by a non-owned auto endorsement to the general liability
policy described above. If Consultant or Consultant's employees willuse,personal autos
in any way on this project, Consultant shall provide evidence of personal auto liability
coverage for each such person.
Professional Liability or Errors and Omissions Insurance as appropriate shall be written
ona policy form coverage specifically designed to protect against acts, errors or
omissions of the consultant and "Covered Professional Services" as designated in the
policy must specifically include work performed under this agreement. The policy limit
shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay
on behalf of" the insured and must include a provision establishing the insurer's duty to
defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Insurance procured pursuant to these requirements shall be written by insurers that are
admitted carriers in the state of California and with an A.M. Bests rating of A- or better
and a minimum financial size VII.
General conditions pertaining to provision of insurance coverage by Consultant.
Consultant and City agree to the following with respect to insurance provided by
Consultant:
D-1
1. Consultant agrees to have its insurer endorse the third party general liability
coverage required herein to include as additional insureds City, its officials,
employees and agents, using standard ISO endorsement No. CG 2010 with an
edition prior to 1992. Consultant also agrees to require all contractors, and
subcontractors to do likewise.
2. No liability insurance coverage provided to comply with this Agreement shall
prohibit Consultant, or Consultant's employees, or agents, from waiving the right
of subrogation prior to a loss. Consultant agrees to waivesubrogation rights
against City regardless of the applicability of any insurance proceeds, and to
require all contractors and subcontractors to do likewise.
3. All insurance coverage and limits provided by Contractor and available or
applicable to this agreement are intended to apply to the full extent of the
policies. Nothing contained in this Agreement or any other agreement relating to
the City or its operations limits the application of such insurance coverage.
4. None of the coverages required herein will be in compliance with these
requirements if they include any limiting endorsement of any kind that has not
been first submitted to City and approved of in writing.
5. No liability policy shall contain any provision or definition that would serve to
eliminate so-called "third party action over" claims, including any exclusion for
bodily injury to an employee of the insured or of any contractor or subcontractor.
6. All coverage types and limits required are subject to approval, modification and
additional requirements by the City, as the need arises. Consultant shall not
make any reductions in scope of coverage (e.g. elimination of contractual liability
or reduction of discovery period) that may affect City's protection without City's
prior written consent.
7. Proof of compliance with these insurance requirements, consisting of certificates
of insurance evidencing all of the coverages required and an additional insured
endorsement to Consultant's general liability policy, shall be delivered to City at
or prior to the execution of this Agreement. In the event such proof of any
insurance is not delivered as required, or in the event such insurance is canceled
at any time and no replacement coverage is provided, City has the right, but not
the duty, to obtain any insurance it deems necessary to protect its interests under
this or any other agreement and to pay the premium. Any premium so paid by
City shall be charged to and promptly paid by Consultant or deducted from sums
due Consultant, at City option.
8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of
any cancellation of coverage. Consultant agrees to require its insurer to modify
such certificates,to delete any exculpatory wording stating that failure of the
insurer to mail written notice of cancellation imposes no obligation, or that any
party will "endeavor" (as opposed to being required) to comply with the
requirements of the certificate.
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9. It is acknowledged by the parties of this agreement that all insurance coverage
required to be provided by Consultant or any subcontractor, is intended to apply
first and on a primary, noncontributing basis in relation to any other insurance or
self insurance available to City.
10:Consultant agrees to ensure that subcontractors, and any other party involved
with the project who is brought onto or involved in the project by Consultant,
provide the,same minimum insurance coverage required of Consultant.
Consultant agrees to monitor and review all such coverage and assumes all
responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Consultant agrees that upon request, all
agreements with subcontractors and others engaged in the project will be
submitted to City for review.
11.Consultant agrees not to self-insure or to use any self-insured,retentions or
deductibles on any portion of the insurance required herein and further agrees
that it will not allow any contractor, subcontractor,Architect, Engineer or other
entity or person in any way involved in the performance of work on the project
contemplated by this agreement to self-insure its obligations to City. If
Consultant's existing coverage includes a deductible or self-insured retention, the
deductible or self-insured retention must be declared to the City. At that time the
City shall review options with the Consultant, which may include reduction or
elimination of the deductible or selfinsured retention, substitution of other
coverage, or other solutions.
12.The City reserves the right at any time during the term of the contract to change
the amounts and types of insurance required by giving the Consultant ninety (90)
days advance written notice of such change. If such change results in substantial
additional cost to the Consultant, the City will negotiate additional compensation
proportional to the increased benefit to City. •
13.For purposes of applying insurance coverage only, this Agreement will be -
deemed to have been executed immediately upon any party hereto taking any
steps that can be deemed to be in furtherance of or towards performance of this
Agreement.
14.Consultant acknowledges and agrees that any,actual or alleged failure on the
part of City to inform Consultant of non-compliance with any insurance
requirement in no way imposes any additional obligations on City nor does it
waive any rights hereunder in this or any other regard.
15.Consultant will renew the required coverage annually as long as City, or its
employees or agents face an exposure from operations of any type pursuant to
this agreement. This obligation applies whether or not the agreement is canceled
or terminated for any reason. Termination'of this obligation is not effective until
City executes a written statement to that effect.
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16.Consultant shall provide proof that policies of insurance required herein expiring
during the term of this Agreement have been renewed or replaced with other
policies providing at least the same coverage. Proof that such coverage has
been ordered shall be submitted prior to expiration. A coverage binder or letter
from Consultant's insurance agent to this effect is acceptable. A certificate of
insurance and/or additional insured endorsement as required in these
specifications applicable to the renewing or new coverage must be provided to
City within five days of the expiration of the coverages.
17.The provisions of any workers' compensation or similar act will not limit the
obligations of Consultant under this agreement. Consultant expressly agrees not
to use any statutory immunity defenses under such laws with respect to City, its
employees, officials and agents.
18.Requirements of specific coverage features or limits contained in this section are
not intended as limitations on coverage, limits or other requirements nor as a
waiver of any coverage normally provided by any given policy. Specific reference
to a given coverage feature is for purposes of clarification only as it pertains to a
given issue, and is not intended by any party or insured to be limiting or.all-
inclusive.
19.These insurance requirements are intended to be separate and distinct from any
other provision in this agreement and are intended by the parties here to be
interpreted as such. .
20.The requirements in this Section supersede all other sections and provisions of
this Agreement to the extent that any other section or provision conflicts with or
impairs the provisions of this Section.
21.Consultant agrees to be responsible for ensuring that no contract used by any
party involved in any way with the project reserves the right to charge City or
Consultant for the cost of additional insurance coverage required by this
agreement. Any such provisions are to be deleted with reference to City. It not
the intent of City to reimburse any third party for the cost of complying with these
requirements. There shall be no recourse against City for payment of premiums
or other amounts with respect thereto.
Consultant agrees to provide immediate notice to City of any claim or loss against
Consultant arising out of the work,performed under this agreement. City assumes no
obligation or liability by such notice, but has the right (but not the duty) to monitor the
handling of any such claim or claims if they are likely to involve City.
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