Agreement for Professional Services Page 1 of 9
AGREEMENT FOR PROFESSIONAL SERVICES
This Agreement is made and entered into as of ______________________, 2022 by and between the City of Marysville (“City”) and the Association of Public-Safety Communications Officials International, Inc. (“Consultant”).
RECITALS
A. The Consultant is specially experienced and competent to provide the professional services required by this Agreement.
B. The Consultant possesses the skill, experience, ability, background, license, certification, as required by law and knowledge to provide the professional services described in this Agreement in accordance with the terms and conditions described herein.
C. City desires to retain Consultant to render the professional services as set forth in this Agreement.
AGREEMENT
1. Scope of Services. The Consultant shall furnish the following services in a professional manner: Consultant shall perform the services described in Exhibit “A” which is attached hereto and incorporated herein by reference. Consultant shall provide such professional services at the time, place, and in the manner specified in Exhibit “A,” subject to the direction of the City.
2. Time of Performance. The services shall commence upon execution of this Agreement, and shall continue until terminated as set forth in Section 6 (Termination) of this Agreement.
3. Compensation. Compensation to be paid to Consultant is not to exceed $35,000. Payment by City under this Agreement shall not be deemed a waiver of defects in Consultant’s services, even if such defects were known to the City at the time of payment.
4. Method of Payment. Consultant shall submit billing to City on the schedule described in Exhibit A. Consultant’s bills shall include a brief description of the services performed, the date the services were performed, the number of hours spent and by whom, and a description of any reimbursable expenditures. City shall pay Consultant within a reasonable time upon approval of the invoice by City staff, such approval to not be unreasonably withheld.
Agreement for Professional Services Page 2 of 9
5. Additional Services. At any time during the term of this Agreement, City may request that Consultant provide Additional Services. As used herein, “Additional Services” means any services which are determined by City to be necessary for the proper completion of Consultant’s services, 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, Additional Services without prior written authorization from City that specifies the services to be provided, personnel to be used, and the not-to-exceed cost for the additional services.
6. Termination. This Agreement may be terminated by the City at any time. Upon termination, Consultant shall be entitled to compensation for services properly performed up to the effective date of termination.
7. Ownership of Documents. The City acknowledges the Consultant's documents, including electronic files, as the work papers of the Consultant and the Consultant's instruments of professional service. All plans, studies, documents, and other writings prepared by and for Consultant, its officers, employees, and agents and subcontractors in the course of implementing this Agreement, except working notes and internal documents, shall become the property of the City upon payment to Consultant for such services, and the City shall have the sole right to use such materials in its discretion without further compensation to Consultant or to any other party. Consultant shall not be held liable for any modification or reuse of the City-owned instruments of service for purposes outside this Agreement.
Consultant shall, at Consultant’s expense, provide such reports, plans, studies, documents, and other writings to City within three (3) days after written request. Nothing herein shall be construed as a limitation on Consultant’s right to re-use component design details, features and concepts on other projects, in other contexts or for other clients.
8. Licensing of Intellectual Property. This Agreement creates a nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in documents or works of authorship fixed in any tangible medium of expression including, but not limited to, data magnetically or otherwise recorded on computer diskettes, CDs or other electronic form which are prepared or caused to be prepared by Consultant under this Agreement (“Documents and Data”). Consultant shall require all subconsultants to agree in writing that City is granted a nonexclusive and perpetual license for any Documents and Data the subconsultant prepares under this Agreement for Professional Services Page 3 of 9
Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents and Data. Consultant makes no such representation and warranty in regard to Documents and Data which may be provided to Consultant by City.
City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City’s sole risk.
9. 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 the Agreement shall be held confidential by Consultant unless and until such documents become a matter of public record. 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 under this Agreement. Nor shall such materials be disclosed to any person or entity not connected with the performance of the services under this Agreement. 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 relating to project for which Consultant’s services are rendered, or any publicity pertaining to the Consultant’s services under this Agreement in any magazine, trade paper, newspaper, television, or radio production or other similar medium without the prior written consent of City.
10. Consultant’s Books and Records
a. 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, expenditures, and disbursements charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement.
b. Consultant shall maintain all documents and records which demonstrate performance under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of termination or completion of the Agreement.
Agreement for Professional Services Page 4 of 9
c. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Manager, City Attorney, City Finance Director, or a designated representative of these officers. Copies of such documents shall be provided to the City for inspection at 526 C Street, Marysville, California when it is practical to do so. Otherwise, unless an alternative is mutually agreed upon, the records shall be available at Consultant’s address indicated for receipt of notices in this Agreement.
d. Where City has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment, or termination of Consultant’s business, City may, by written request by any of the above named officers, require that custody of the records be given to the City and that documents be maintained by City Hall.
11. Independent Contractor. It is understood that Consultant, in the performance of the services agreed to be performed, shall act as and be an independent contractor and shall not act as an agent or employee of the City. Consultant shall obtain no rights to retirement benefits or other benefits which accrue to City’s employees, and Consultant hereby expressly waives any claim it may have to any such rights.
12. Interest of Consultant. Consultant (including principals, associates, and professional employees) covenants and represents that it does not now have any investment or interest in real property and shall not acquire any interest, direct or indirect, in the area covered by this Agreement or any other source of income, interest in real property or investment which would be affected in any manner or degree by the performance of Consultant’s services hereunder. Consultant further covenants and represents that in the performance of its duties hereunder no person having any such interest shall perform any services under this Agreement.
Consultant is not a designated employee within the meaning of the Political Reform Act because Consultant:
a. will conduct research and arrive at conclusions with respect to its rendition of information, advice, recommendation, or counsel independent of the control and direction of the City or any City official, other than normal agreement monitoring; and
Agreement for Professional Services Page 5 of 9
b. possesses no authority with respect to any City decision beyond rendition of information, advice, recommendation, or counsel. (FPPC Reg. 18700(a)(2)).
13. Professional Ability of Consultant. City has relied upon the professional ability of Consultant to perform the services hereunder as a material inducement to enter into this Agreement. All services provided by Consultant under this Agreement, shall meet the standard of quality ordinarily to be expected of competent professionals in Consultant’s field of expertise.
14. Compliance with Laws. Consultant shall use the standard of care in its profession to comply with all applicable federal, state, and local laws, codes, ordinances, and regulations.
15. Licenses. Consultant represents and warrants to City that it has all licenses, permits, qualifications, insurance, and approvals of whatsoever nature which are legally required of Consultant to practice its profession. Consultant represents and warrants to City that Consultant shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement, any licenses, permits, insurance, and approvals which are required by the City for its business. To the extent permitted by applicable laws, Consultant disclaims any and all warranties not expressly referenced in the Agreement, including, without limitation, the warranties of merchantability and fitness for a particular purpose.
16. Indemnity. To the fullest extent allowed by law, Consultant specifically agrees to indemnify, defend, and hold harmless the City, its officers, agents, and employees (hereinafter collectively the "City") from and against any and all actions, claims, demands, losses, expenses (including attorneys' fees and expert witness expenses), damages, and liabilitiesresulting frominjury ordeath of aperson or injury to property or any other claim, caused by the sole active negligence or willful misconduct of Consultant, its officers, agents and employees. Consultant shall pay all costs that may be incurred by the City in enforcing this indemnity, including reasonable attorneys' fees. For any such damages that may be covered by insurance, Consultant will file claims for the benefit of the City and shall arrange for payment to the City of all proceeds received for such claims. Notwithstanding the above, in no event will Consultant be liable to the City for any special, indirect, incidental, punitive, exemplary or consequential damages, or any damages resulting from loss of profits arising out of in connection with this Agreement. The indemnity provisions of this section survive the termination and/or expiration of the Agreement.
Agreement for Professional Services Page 6 of 9
17. Insurance Requirements. Consultant, at Consultant’s own cost and expense, shall procure and maintain, for the duration of the Agreement, the insurance coverage and policies as set forth in Exhibit “B” attached hereto.
18. Notices. Any notice required to be given under this Agreement shall be in writing and either served personally or sent prepaid, first class mail. Any such notice shall be addressed to the other party at the address set forth below. Notice shall be deemed communicated within 48 hours from the time of mailing if mailed as provided in this section.
If to City: City of Marysville
526 C Street
Marysville, CA 95901
Attn: City Manager
If to Consultant: APCO International
1426 Prince St
Alexandria, VA 22314
Attn: Chief of Staff
19. Entire Agreement. This Agreement constitutes the complete and exclusive statement of Agreement between the City and Consultant. All prior written and oral communications, including correspondence, drafts, memoranda, and representations are superseded in total by this Agreement.
20. Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney.
21. Assignments and Subcontracting. The parties recognize that a substantial inducement to City for entering into this Agreement is the professional reputation, experience, and competence of Consultant. Assignments of any or all rights, duties, or obligations of the Consultant under this Agreement will be permitted only with the express prior written consent of the City. Consultant shall not subcontract any portion of the services to be performed under this Agreement without the prior written authorization of the City. If City consents to such subcontract, Consultant shall be fully responsible to City for all acts or omissions of any subconsultant of Consultant. Nothing in this Agreement shall create any contractual relationship between City and subconsultant nor shall it create any obligation Agreement for Professional Services Page 7 of 9
on the part of the City to pay or to see to the payment of any monies due to any such subconsultant other than as otherwise required by law.
22. Waiver. Waiver of a breach or default under this Agreement shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this Agreement.
23. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect.
24. Controlling Law. This Agreement and all matters relating to it shall be governed by the laws of the State of California.
25. Litigation Expenses and Attorney’s Fees. If either party to this Agreement commences any legal action against the other part arising out of this Agreement, the prevailing party shall be entitled to recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and reasonable attorney’s fees.
26. Execution. This Agreement may be executed in several counterparts, each of which shall constitute one and the same instrument and shall become binding upon the parties when at least one copy hereof shall have been signed by both parties hereto. In approving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
27. 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 to bind each respective party.
28. 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. 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 Agreement for Professional Services Page 8 of 9
interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
29. Equal Opportunity Employment. Consultant represents that Consultant is an equal opportunity employer and Consultant shall not discriminate against any subcontractor, employee, or applicant for employment because of race, religion, color, national origin, disability, 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.
30. Rights. This agreement does not create any rights in any person or entity other than the parties hereto.
31. Force Majeure. If it is impossible for Consultant to perform Consultant’s obligations under this Agreement as a result of Acts of God, wars, strikes, government regulations and other causes totally beyond Consultant’s control, then the time for the performance of any such obligation so delayed must be extended for the period of such delay. The effects of COVID-19 are excluded from this section and Consultant’s has taken such effects into consideration in entering into this Agreement. Consultant’s sole remedy shall be an extension of time to perform should the provisions of this section apply.
Agreement for Professional Services Page 9 of 9
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the date first written above.
CITY OF MARYSVILLE APCO INTERNATIONAL, INC.
By: By:
Jim Schaad, City Manager Mark Cannon, Chief of Staff
APPROVED AS TO FORM:
By: CA Business License #:
Brant Bordsen, City Attorney
Tax ID No.:
ATTEST:
By:
Nicole Moe, City Clerk
Attachments: Exhibit A – Scope of Services
Exhibit B – Insurance Requirements
63-0461885
Exhibit “A”
Scope of Services
I. Statement of Work for City of Marysville, CA
1. Research options for regional consolidation of dispatch services with other agencies.
2. Evaluate dispatch needs of fire department and services provided by police department to determine gaps and systemic problems with services provided.
3. Determine advantages/disadvantages operationally with regionalization of the fire and police departments.
4. Determine/estimate annual operational costs to the City of Marysville through regionalized dispatch services
5. Determine the activities within the police department dispatch function that would be regionalized versus those that would remain within the police department (report writing, records, general administration) and the costs associated with each.
6. Determine efforts required to integrate/transfer historical data from the City’s systems, hardware, and software. Determine which systems would need to be retained internally versus migrated over to regionalized system (report writing, record keeping).
7. Determine how the police/city would have access to dispatch records from regionalized entity comparable to its existing internal system and how information would be protected from access by other agencies.
8. Provide a report to council providing an overview of the existing communication/dispatch systems and their weaknesses, detailing the analysis performed, summarizing findings, and providing options with associated onetime/ongoing costs and specific operational advantages/disadvantages to each.
Provide recommendations based on study. Provide a general overview of how any recommended consolidation might impact longer term regionalization of fire services.
9. Present information to City Council in a regularly scheduled council meeting.
II. Deliverables
Upon completion of the study, the APCO review team will produce a draft review report containing findings and recommendations from the scope of work outlined in this document in section VI –Statement of Work. The draft report will be delivered to the Point of Contact (POC) within 110 business days of the team’s departure from the initial site visit. The POC will have two weeks to review the draft document and report any significant errors and omissions to the review team before the final report is delivered electronically and the project is closed out.
III. Methodology
In an effort to understand the current workplace environment, learn what improvements would provide the best level of service and identify available resources, a number of different processes are utilized to solicit candid feedback on the issues and the challenges facing the organization and individual communications centers. Personnel are interviewed to determine service levels, operational factors, technological capabilities, and requirements and generally gauge the willingness of the agency to incorporate recommended solutions.
The methodology of this study includes the following components:
1. Documentation Review
Prior to arrival, essential data and information is gathered in preparation for the onsite review. Reviewing various documents prior to the onsite visit allowed the review team to develop an understanding of the ECC operation, including but not limited to: technology, policies and procedures, workflows (including call processing and dispatching), level of service delivery, compliance with standards and best practices, and existing workplace conditions. While on site, additional documents and equipment will be analyzed for the assessment.
2. Interviews
In-person interviews will be conducted with stakeholders and staff members. The interviews allow the review team to have a better understanding of the ECC service level and challenges related to technology. In-person interviews focus on the following factors:
• Current challenges and service delivery for remote call taking • Possible solutions for stated challenges
• Level of support from internal and external stakeholders • Resources available to the ECC staff to meet the needs of the public and stakeholders
3. ECC Tours and Observations
The review team will tour the ECC. During this time, informal interviews with staff members are conducted in addition to an observation of the ECC’s operation. The time spent in the communications center focuses on gaining the perspective of the dispatch staff, supervisors, and other stakeholders. This tour specifically focuses on facets of the operation directly related to the scope of work of the project.
It bears noting that the analysis of the review team is based on applying their expertise during a limited period of observation and study of the ECC, which may not reflect the full context available to those in the City of Marysville officials who are closer to the situation and possess a deeper working knowledge of the ECC.
Such officials bear responsibility to assess the relative merits of implementing the guidance or recommendations in the report, especially from the standpoint of the broader legal, policy and operational context in which the center functions.
4. Report Development
After the on-site visit, the team will develop a comprehensive written report and deliver the findings to staff and stakeholders as specified in section I of this document.
IV. Project Cost
APCO ACS services defined in Section I of this appendix are provided for a fee of:
$34,605.00 Consolidation and Operational Assessment
The fee is inclusive of all costs for conducting the pre-visit conference calls with City of Marysville leadership and staff, pre site visit review of documentation, the on-site review, conference calls as needed to review the work product with the agency representatives of the communications center, administrative costs, production and delivery of the final report. ** Cancellation of the review by the agency will require the agency to reimburse APCO International for all expenses associated with the review prior to the cancellation. • Twenty Percent (20%) of the contract amount is due on the first day of the team arrival of the On-Site Review.
• Fifty Percent (50%) of the contract amount is due upon delivery of the draft report to the customer.
• Thirty Percent (30%) of the contract amount is due upon the delivery of the report to the customer.
THE AGENCY WILL BE INVOICED BY APCO INTERNATIONAL.
Exhibit “B”
Insurance Requirements
Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Consultant, its agents, representatives, employees or subcontractors.
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
4. Professional Liability (Errors and Omissions): Insurance appropriate to the Consultant’s profession, with limit no less than $1,000,000 per occurrence or claim, $1,000,000 aggregate.
If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Consultant.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
Additional Insured Status
The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Consultant including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used).
Primary Coverage
For any claims related to this contract, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
Waiver of Subrogation
Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance.
Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City.
Claims Made Policies
If any of the required policies provide claims-made coverage:
1. The Retroactive Date must be shown, and must be before the date of the contract or the beginning of contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.