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FD Public Safety Communication; Intelligent CommunicationsAGREEMENT FOR PROFESSIONAL SERVICES FOR PUBLIC SAFETY COMMUNICATIONS SYSTEM PLANNING, DEPLOYMENT AND MANAGEMENT This Agreement is made and entered into this t44A. day of �ep•�e••b.�lz , 20 /&, by and between the City of San Rafael (hereinafter "City"), and Intelligent Communications Solutions Inc. (hereinafter "Contractor"), (collectively referred to herein as the Parties.) RECITALS WHEREAS, Contractor is an independent consulting firm dedicated to providing expert advice to agencies involved in upgrading communications technology with an emphasis on public safety voice and data systems. This agreement was negotiated by telephone and mail between Contractor, whose main business office is located in Acton, California, and representatives of the City; and WHEREAS, Contractor will provide review and recommendations regarding communications and alerting systems to be deployed in fire facilities for the City of San Rafael Fire Department. The services may include additional similar work that the Parties may agree on, in an amount not to exceed $5,000. The $5,000 is a fixed cap amount to cover all of Contractor's services, and expenses described elsewhere herein. Accordingly, the work of Contractor and related expenses must be scheduled and approved by Parties in advance in order to insure that the cap is not exceeded. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. City's Project Manager. The Fire Chief is hereby designated the Project Manager for the City, and said Project Manager may monitor any aspects of the progress and execution of this Agreement. B. Contractor's Project Director. Contractor shall have a single Project Director with the overall responsibility for the progress and execution of this Agreement. Contractor's Principal, Donald Wright, shall be designated Contractor's Project Director. If during the execution of this agreement, Contractor replaces its Project Director, it shall notify the City of the replacement within ten (10) business days following the replacement. 2. DUTIES OF CONTRACTOR. Contractor shall provide services under this Agreement described as follows: Intelligent Communications Solutions, Inc. Professional Services Contract. A. Contractor shall thoroughly review the communications and alerting systems ("Systems") that are proposed to be deployed in fire facilities for the City of San Rafael Fire Department and shall deliver reports and recommendations regarding the Systems to the Project Manager who shall receive them on behalf of City. The services of Contractor may be expanded from time to time to include such additional similar work as the Parties may agree upon in writing. In no event shall the combined amount of services and agreed upon additional work exceed the agreement cap of $5,000, without a written amendment to this agreement, signed in advance by the parties specifying the manner in which the services and related expense will be paid for. B. The Parties acknowledge that on the date this Agreement is entered into, the Systems have not been installed. Contractor's work in evaluating the systems will be conducted primarily at its Main Business Office in Acton, California. In the course of Contractor's work, it is anticipated that its Project Director will visit sites where components of the Systems, have been, are being, or will be, installed. C. The site visits will be primarily for observation and to gather information for Contractor's reports and recommendations for City. It is anticipated that during site visits, the Project Director will meet with the Project Manager and his staff, and persons installing the Systems. D. All meetings during site visits are included in the services of the Contractor under this agreement. Neither the site visits nor the meetings with the Project Manager and Systems installers will be considered by the City to be the "conduct of business in the City of San Rafael' by Contractor for purposes of City's business license tax requirements. 3. DUTIES OF CITY. City shall pay the Contractor according to the terms of Paragraph 4, "CONTRACTOR'S COMPENSATION". 4. CONTRACTOR'S COMPENSATION. For the performance of Contractor's duties under this Agreement. City shall pay Contractor as follows: A. Contractor shall be compensated at the rate of $150.00 per hour worked by Project Director. B. Contractor may submit invoices ("Invoices") for its services billed to the nearest quarter (1/4) hour. Invoices shall be submitted by Contractor to the Project Manager who will receive them. C. Invoices for Contractor's services submitted to the Project Manager on or before the 15th of the month shall be paid by City on or before the 15th day of the following 2 Intelligent Communications Solutions, Inc. Professional Services Contract. month, or as soon thereafter as possible. D. Contractor's invoices for reimbursable costs and expenses referenced in Paragraph "5" of this agreement shall be submitted to the City's Project Manager separately from the Contractor's invoice for services. The invoices for services and the invoices for reimbursable costs and expenses will be paid separately by City. Invoices for reimbursable costs and expenses submitted before the 15th of the month, shall be paid on or before the last day of the next month, or as soon thereafter as possible. E. In no event shall the total of the Invoices for services referenced in subparagraph "4.C." combined with the total of the invoices for reimbursable costs and expenses referenced in subparagraph "4.D." exceed the agreement cap of $5,000.00, or other such higher amount agreed upon by written amendment to this Agreement by the Parties. F. Contractor shall not be obligated to provide any further services or advance any additional costs and expenses when the projected total of completed services or advanced costs and expenses have reached the amount such that any additional services or costs and expenses will exceed the Agreement cap of $5,000, or such higher amount previously agreed to by written amendment to this Agreement. 5. REIMBURSEMENT FOR COSTS AND EXPENSES INCURRED BY Contractor: A. Preparation and approval of a site visit Itinerary: In order for the Parties to closely monitor the rate and amount that has been paid out under the Agreement Cap, in advance of any site visit by Project Director, Project Director and Project Manager shall confer and agree on Project Director's itinerary for the site visit. The itinerary for a site visit shall set a beginning date and either end date or estimated visit duration, approximate travel dates, and the estimated cost and expenses of air travel, ground transportation and lodging and related charges. The itinerary may include a schedule for the Work to be performed during the site visit. Site visit Work includes, but is not limited to the following: review of Systems related documents, site and Systems inspection, research, analysis, Systems testing, meeting with Systems -involved officers and employees of City and Systems installers, advising, consultation, meetings and preparation of reports and recommendations. The agreed itinerary will be prepared in writing by the Project Director and submitted to Project Manager for approval. The approved site -visit itinerary may be changed at any time by mutual agreement between Project Director and Project Manager and memorialized and approved in writing. B. Travel, Transportation, Lodging, Costs and Expenses: i. Advances by Contractor: Subject to the limitations and conditions set forth herein, Contractor shall arrange and advance the costs for all of the following: a. Air Travel: Contractor shall make all arrangements, and pay in 3 Intelligent Communications Solutions, Inc. Professional Services Contract. advance for, all air travel by Project Director, to and from scheduled Site visits between Contractor's Main Office in Acton, California and San Rafael, California. To the extent possible, Contractor may schedule Air Travel without intermediate stops. When it is available, Contractor may schedule Air Travel in Business Class or the equivalent, but only the cost of a "Coach" class ticket on the same flight shall be a reimbursable cost that may be included in Contractor's total compensation under this Agreement. Contractor may schedule flight departure from the International Airport nearest City, unless weather, ground transportation or related conditions require otherwise. The cost of the Air Travel will include the cost of one checked bag of up to 70 lbs., unless the scheduled work requires that Projector Director bring additional baggage or container for equipment or materials necessary for the completion of the Work during any Site visit. The Project Director will be allowed no less than two full hours before his scheduled return flight home time for travel from Work Site to the airport. b. Ground Transportation: Contractor shall make all arrangement and pay in advance for all ground transportation requirements for Project Director's Site visits. Ground transportation includes, but is not limited to the following: transportation to and from airports, lodging, dining locations, Work -Site locations and meetings. Costs and expenses shall include, but are not limited to car rental, fares, tolls, fuel, gratuities and other usual costs and charges that are incidental to such activities. Contractor is authorized to reserve for use by Project Director during Site visits, a full-size sedan with GPS to be picked up by Project Director at the destination airport upon arrival and shall be for his exclusive use while on the Site visit. Contractor may use the car rental agency of its choice. c. Meals and Lodging: Contractor shall arrange for lodging accommodations as it deems necessary for Project Director's overnight stays during scheduled Site visits. For this agreement, the term Lodgings shall refer to any hotel, inn, motel or other equivalent living accommodations. Contractor may limit lodging accommodations to those with no less than a three -star rating or the equivalent quality City would approve for travel for its officers, officials or management. When available, Contractor may reserve a standard double -occupancy room with at least one, and as many as two, king-size beds, a work area and Internet. During a scheduled Site visit, Project Director shall advance the costs of all meals, gratuities and associated charges, not to exceed $100.00 on any day. d. Materials Equipment and Supplies: Contractor shall advance the cost and transportation of all materials equipment and supplies and associated costs and expenses reasonably necessary for the performance of Contractor's Work under this agreement. C. Changes in Site Visit Schedule: i. Changed Work or Incomplete Scheduled Work: If the Work for any Site visit is changed or not completed within the previously scheduled time for reasons not attributable to Contractor or the Project Director, Project Director and Project 4 Intelligent Communications Solutions, Inc. Professional Services Contract. Manager shall confer and agree upon a revised schedule. The revised schedule shall include an agreed estimate of the extra time necessary for Contractor to complete the Work. The revised schedule shall also include estimates for additional costs and expenses that may be incurred by Contractor to complete the Work. ii. Extending a Site Visit: Subject to paragraph "4.E.& F." Contractor may, but will not be obligated to, extend the Project Director's site Visit for the purpose of finishing the changed or incomplete scheduled work. iii. No Schedule Above the Cap: The total estimated value of the completed Work, the costs and expenses incurred plus the combined value of the estimated Work and associated with the revised schedule must satisfy the $5,000 limitation, or later modification, found in paragraphs "4.E. & F.," above. Parties shall not agree on any schedule in which the combined total value of the Work performed and planned, costs and Expenses advanced or planned to be advances exceeds the existing $5,000 cap or such higher amount as may be approved by the Parties by an amendment to this Agreement, signed by the Parties. iv. No Mark-ups: Contractor may not mark up over and above the actual bill, receipt or invoice any costs or expenses incurred in the performance of this Agreement. 6. TERM OF AGREEMENT. The term of this Agreement shall be for one year commencing on the effective date of this Agreement. Upon mutual agreement in a written amendment to this Agreement signed by Contractor and the City Manager this Agreement may be extended for an additional period of up to one year. 7. TERMINATION. A. Discretionary Termination. Either Party may terminate this Agreement without cause upon thirty (30) days written notice, mailed or personally delivered to one or more of the authorized contact addresses of the other party given in Paragraph "15," or such other contact address as has been changed by a party from time to time by written notice as provided in this Agreement. B. Termination for Cause. Either Party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to one or more of the authorized contact addresses of the other party set forth Paragraph "15," or such contact addresses as has been formally changed by the parties from time to time. No notice to terminate may be given until the other party has been given fifteen (15) days written notice to cure and during that period, the default has not been cured. C. Effect of Termination. Upon receipt of notice of termination, neither Party shall incur additional obligations under any provision of this Agreement without the prior k, Intelligent Communications Solutions, Inc. Professional Services Contract. written consent of the other Party except when immediate action is necessary to mitigate unnecessary damages to a party. The decision to take any such emergency mitigating action shall be at the risk of the party taking it. D. Return of Documents. Upon termination, any and all City documents or materials provided to Contractor and any and all of Contractor's documents and materials prepared for the City relating to the performance of its duties under this Agreement, shall be delivered to City as soon as possible, but not later than thirty (30) days after termination. 8. OWNERSHIP OF DOCUMENTS. The written documents and materials prepared by the Contractor for the City in connection with the performance of its duties under this Agreement, shall be the sole property of City. City may use said property for any purpose, including projects not contemplated by this Agreement. 9. INSPECTION AND AUDIT. Upon reasonable notice, Contractor shall make available for inspection and audit by City, or its authorized agent, all documents and materials maintained by Contractor in connection with its performance of its duties under this Agreement. Contractor shall fully cooperate with City or its agent in any such audit or inspection. 10. ASSIGNABILITY. The Parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 11. INSURANCE. A. Scope of Coverage. During the term of this Agreement, Contractor shall maintain, at no expense to City, the following insurance policies: i. General Commercial Liability Coverage: A commercial general liability insurance policy in the minimum amount of one million dollars ($1,000,000) per occurrence/two million dollars ($2,000,000) aggregate, for death, bodily injury, personal injury, or property damage. ii. Automobile Coverage: An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of five hundred thousand ($500,000) dollars, CSL. 6 Intelligent Communications Solutions, Inc. Professional Services Contract. iii. Workers Compensation Coverage: If Contractor employs any person, it shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both Contractor and City against all liability for injuries to Contractor's officers and employees. Contractor's worker's compensation insurance shall be specifically endorsed to waive any right of subrogation against City. B. Other Insurance Requirements. The insurance coverage required of the Contractor in subparagraph "A" of this paragraph "11" above shall also meet the following requirements: I. Endorsement Exceptions: Except for the automobile insurance policy in paragraph "A.ii." each policy shall be specifically endorsed to include the City, its officers, agents, employees, and volunteers, as additionally named insureds under the policies. ii. Primary Coverage: The additional insured coverage under Contractor's insurance policies shall be primary with respect to any insurance or coverage maintained by City and shall not call upon City's insurance or self-insurance coverage for any contribution. The "primary and noncontributory" coverage in Contractor's policies shall be at least as broad as ISO form CG20 01 04 13. iii. Cancellation of Policies: Subject to the willingness and cooperation of the Carrier, the insurance policies shall be specifically endorsed to provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon ten (10) days written notice to the Project Manager. iv. Coverage Survival: Subject to the cooperation of the Insurance Carrier, if the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years. v. Retroactive Placement: Subject to the cooperation of the Insurance Carrier, the insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement. vi. Primary and Secondary Coverage: The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of City (if agreed to in a written contract or agreement) before City's own insurance or self-insurance shall be called upon to protect it as a named insured. vii. Excess of Minimum Policies: It shall be a requirement under this Agreement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to 7 Intelligent Communications Solutions, Inc. Professional Services Contract. City or any other additional insured party. Furthermore, the requirements for coverage and limits shall be: (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of coverage of any insurance policy or proceeds available to the named insured; whichever is greater. ix. Deductibles and SIR'S. Any deductibles or self-insured retentions in Contractor's insurance policies must be declared to and approved by the Project Manager and City Attorney, and shall not reduce the limits of liability. Policies containing any self-insured retention (SIR) provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or City or other additional insured party. At City's option, the deductibles or self-insured retentions with respect to City shall be reduced or eliminated to City's satisfaction, or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. x. Proof of insurance. Contractor shall provide Contractor shall provide to the Project Manager or City's City Attorney all of the following: (1) Certificates of Insurance evidencing the insurance coverage required by this Agreement; (2) a copy of the policy declaration page and/or endorsement page listing all policy endorsements for the commercial general liability policy, and (3) excerr)ts of r)olicv lanouaae or specific endorsements evidencinq the other insurance requirements set forth in this Aareement. City reserves the right to obtain a full certified copy of any insurance policy and endorsements from Contractor. Failure to exercise this right shall not constitute a waiver of the right to exercise it later. The insurance shall be approved as to form and sufficiency by Project Manager and the City Attorney. 12. NONDISCRIMINATION. Contractor shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. NO THIRD PARTY BENEFICIARIES. City and Contractor do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 14. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including, but not limited to any notice of change of address, notice to cure, or notice of termination shall be in writing and given by personal delivery or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, two days following the date of deposit with the United States Postal Service. No Notice period 8 Intelligent Communications Solutions, Inc. Professional Services Contract. shall expire on a weekend or holiday but shall expire at the end of the first business day following such weekend or holiday. All notice shall be served as follows: TO: City's Project Manager: San Rafael Fire Department Attention: Christopher R. Gray, Fire Chief 1039 C Street San Rafael, CA 94901 Telephone: (415) 485-3308 Fax: (415) 458-5344 Email: Chris.Grey@cityofsanrafael.org TO: Contractor Intelligent Communications Solutions Inc. Attn: Project Director Don Wright 4165 Pelona Canyon Road Acton, CA 93510 Office: (661)269-5222 Mobile: (818)482-9476 Email: mrwriQht(&antelecom.net 15. INDEPENDENT CONTRACTOR. For the purposes and duration, of this Agreement, Contractor, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the City. Contractor and City expressly intend and agree that the status of Contractor, its officers, agents and employees be that of an Independent Contractor and not that of an employee of City. It shall be a substantial condition of this agreement that each party comport itself with respect to the intent of this paragraph "15" in accordance with the guidelines provided by the California Department of Industrial Relations found at: http://www. dir. ca. aov/dlse/fac independentcontractor.htm 16. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the Contractor and the City. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the Contractor and the City. 9 Intelligent Communications Solutions, Inc. Professional Services Contract. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 17. WAIVERS. The waiver by either Party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either Party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other Party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 18. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day, month and year first above written. City of San Rafael By \ 2-r -- il SCS} IUTZ, C M nager ATTEST: By: e-- ,,P. ESTHER C. BEIRNE, City Clerk APPROVED AS TO FORM: Contractor Intelligent Cemmunications Solutions By:. DON WRIGHT, Pre ilent and Project Director z BY: L- Q Rf� ROBERT F. EPSTEIN, ity Aft ney 10 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Fire Project Manager: Danielle Ferrigno Extension: 3138 Contractor Name: Intelligent Communications Solutions Incorporated Contractor's Contact: Don Wright Contact Email: mrwri2ht(@antelecom.net ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial j 1 Project Manager a. Email PINS Introductory Notice to Contractor. 6/21/2016 b. Email contract (in Word) with attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org. 2 City Attorney a. Review, revise, and comment on draft 7/19/2016 ® LAG agreement. b. Confirm insurance requirements, create Job on 7/19/2016 ® LAG PINS, send PINS insurance notice to contractor. 3 Project Manager Forward at least two originals of final agreement to Click here to ❑ contractor for their signature. enter a date. 4 Project Manager When necessary, * contractor -signed agreement agendized for Council approval. Date of Council approval: Click here to *PSA > $20,000; or Purchase > $35,000; or enter a date ❑ Public Works Contract > $125,000 PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City 7/25/2016 CRG Attorney with printed copy of this routing form. 6 City Attorney Review and approve hard copy of signed agreement 7 �o 7 City Attorney Review and approve insurance in PINS and , and bonds (for Public Works Contracts) to 8 City Manager/ Mayor Agreement executed by Council authorized official 110 9 City Clerk Attest signatures, retains original agreement and forwards copies to Project Manager. l _