PROFESSIONAL CONSULTANT SERVICES AGREEMENT (TECHNOLOGY SERVICES) VECTOR RESOURCES, INC.
City Council Chamber Vote System Replacement (RFP No. 2114) THIS PROFESSIONAL CONSULTANT SERVICES AGREEMENT ("Agreement") is made and entered into this day of 2022 ("Effective Date"), by and between the CITY OF RIVERSIDE, a California charter city and municipal corporation ("City"), and VECTOR RESOURCES, INC., a California corporation ("Consultant").
Scope of Services. City agrees to retain and does hereby retain Consultant an Consultant agrees to provide the services more particularly described in Exhibit "A," "Scope o:
Services" (Services"), attached hereto and incorporated herein by reference, in conjunction with • City Council Chamber Vote System Replacement (RFP No. 2114) ("Project").
Term. This Agreement shall be effective on the date first written above and shall remain in effect until June 30, 2022, unless otherwise terminated pursuant to the provisions herein.
3. Compensation/Payment. Consultant shall perform the Services under this Agreement for the total sum not to exceed Eighty-Four Thousand Eight Hundred Eighty-One Dollars and Fifty-Five Cents ($84,881.55), payable in accordance with the terms set forth in Exhibit "B." Said payment shall be made in accordance with City's usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered to City at the address set forth in Section 4 hereof.
4. Notices. Any notices required to be given, hereunder shall be in writing and shall be personally served or given by mail. Any notice given by mail shall be deemed given when deposited in the United States Mail, certified and postage prepaid, addressed to the party to be served as follows:
To City To Consultant
City Manager's Office Vector Resources, Inc.
City of Riverside Attn: Skyler Peterson
Attn: Krystelle Schneider 8647 9th Street
3900 Main Street Rancho Cucamonga, CA 91730
Riverside, CA 92522
Prevailing Wage. If applicable, Consultant and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code and implemented by Resolution No. 13346 of the City Council of the City of Riverside. The Director's determination is available on-line at www.dir.ca.gov/dlsr/DPreWageDetermination.htm and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein.
6. Contract Administration. A designee of the City will be appointed in writing by the City Manager or Department Director to administer this Agreement on behalf of City and shall be referred to herein as Contract Administrator.
7. Standard of Performance. While performing the Services, Consultant shall exercise the reasonable professional care and skill customarily exercised by reputable members of Consultant's profession practicing in the Metropolitan Southern California Area, and shall use reasonable diligence and best judgment while exercising its professional skill and expertise.
Personnel. Consultant shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. Consultant recognizes that the qualifications and experience of the personnel to be used are vital to professional and timely completion of the Services. The key personnel listed in Exhibit "C" attached hereto and incorporated herein by this reference and assigned to perform portions of the Services shall remain assigned through completion of the Services, unless otherwise mutually agreed by the parties in writing, or caused by hardship or resignation in which case substitutes shall be subject to City approval.
9. Assignment and Subcontracting. Neither party shall assign any right, interest, or obligation in or under this Agreement to any other entity without prior written consent of the other party. In any event, no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in a writing satisfactory to the parties. Consultant acknowledges that any assignment may, at the City's sole discretion, require City Manager and/or City Council approval. Consultant shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible City Contract Administrator.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 12. The Consultant acknowledges and agrees that the City is an intended beneficiary of any work performed by any subcontractor for purposes of establishing a duty of care between any subcontractor and the City.
10. Independent Contractor. In the performance of this Agreement, Consultant, and Consultant's employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the City of Riverside. Consultant acknowledges and agrees that the City has no obligation to pay or withhold state or federal taxes or to provide workers' compensation or unemployment insurance to Consultant, or to Consultant's employees, subcontractors and agents. Consultant, as an independent contractor, shall be responsible for any and all taxes that apply to Consultant as an employer. 2 11. Indemnification.
11.1 Design Professional Defined. For purposes of this Agreement, "Design Professional" includes the following:
A. An individual licensed as an architect pursuant to Chapter 3 (commencing with Section 5500) of Division 3 of the Business and Professions Code, and a business entity offering architectural services B. An individual licensed as a landscape architect pursuant to Chapter 3.5 (commencing with Section 5615) of Division 3 of the Business and Professions Code, and a business entity offering landscape architectura C. An individual registered as a professional engineer pursuant to Chapter 7 (commencing with Section 6700) of Division 3 of the Business and Professions Code, and a business entity offering professional engineering services in accordance with that chapter.
D. An individual licensed as a professional land surveyor pursuant to Chapter 15 (commencing with Section 8700) of Division 3 of the Business and Professions Code, and a business entity offering professional land surveying services in accordance with that chapter.
11.2 Defense Obligation For Design Professional Liability. Consultant agrees, at its cost and expense, to promptly defend the City, and the City's employees, officers, managers, agents and council members (collectively the "Parties to be Defended") from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedings to the extent the same arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, or anyone employed by or working under the Consultant or for services rendered to the Consultant in the performance of the Agreement, notwithstanding that the City may have benefited from its work or services and whether or not caused in part by the negligence of an Indemnified Party. Consultant agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. Consultant will reimburse City for reasonable defense costs for claims arising out of Consultant's professional negligence based on the percentage of Consultant's liability. This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant's Services under this Agreement.
11.3 Indemnity For Design Professional Liability. When the law establishes a professional standard of care for Consultant's services, to the fullest extent permitted by law, Consultant shall indemnify, protect and hold harmless the City and the City's employees, officers, managers, agents, and Council Members ('Indemnified Parties") from and against any and all claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fines and penalties, liabilities or losses of any kind or nature whatsoever to the extent the same arise out of, pertain to, or relate to the negligence, recklessness or willful misconduct of Consultant, or anyone employed by or working under the Consultant or for services rendered to the Consultant in the performance of the Agreement, notwithstanding that the City may have benefited from its work or services and whether or not caused in part by the negligence of an Indemnified Party.
11.4 Defense Obligation For Other Than Design Professional Liability.
Consultant agrees, at its cost and expense, to promptly defend the City, and the City's employees, officers, managers, agents and council members (collectively the "Parties to be Defended") from and against any and all claims, allegations, lawsuits, arbitration proceedings, administrative proceedings, regulatory proceedings, or other legal proceedings which arise out of, or relate to, or are in any way connected with: 1) the Services, work, activities, operations, or duties of the Consultant, or of anyone employed by or working under the Consultant, or 2) any breach of the Agreement by the Consultant. This duty to defend shall apply whether or not such claims, allegations, lawsuits or proceedings have merit or are meritless, or which involve claims or allegations that any or all of the Parties to be Defended were actively, passively, or concurrently negligent, or which otherwise assert that the Parties to be Defended are responsible, in whole or in part, for any loss, damage or injury. Consultant agrees to provide this defense immediately upon written notice from the City, and with well qualified, adequately insured and experienced legal counsel acceptable to City. This obligation to defend as set forth herein is binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant's Services under this Agreement.
11.5 Indemnity For Other Than Design Professional Liability. Except as to the sole negligence or willful misconduct of the City, Consultant agrees to indemnify, protect and hold harmless the Indemnified Parties from and against any claim for damage, charge, lawsuit, action, judicial, administrative, regulatory or arbitration proceeding, damage, cost, expense (including counsel and expert fees), judgment, civil fine and penalties, liabilities or losses of any kind or nature whatsoever whether actual, threatened or alleged, which arise out of, pertain to, or relate to, or are a consequence of, or are attributable to, or are in any manner connected with the performance of the Services, work, activities, operations or duties of the Consultant, or anyone employed by or working under the Consultant or for services rendered to Consultant in the performance of this Agreement, notwithstanding that the City may have benefited from its work or services. This indemnification provision shall apply to any acts, omissions, negligence, recklessness, or willful misconduct, whether active or passive, on the part of the Consultant or anyone employed or working under the Consultant.
12. Insurance.
12.1 General Provisions. Prior to the City's execution of this Agreement, Consultant shall provide satisfactory evidence of, and shall thereafter maintain during the term of this red herein, the rating and police and rare pes insanes rais are mad recen required herein.
writing by the City's Risk Manager or City Attorney, or a designee, unless such modification is prohibited by law.
4 12.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Consultant's indemnification obligations under Section 11 hereof.
12.1.2 Ratings. Any insurance policy or coverage provided by Consultant or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder's rating of A or higher and a Financial Class of VII or higher.
12.1.3 Cancellation. The policies shall not be canceled unless thirty (30) days' prior written notification of intended cancellation has been given to City by certified or registered mail, postage prepaid.
12.1.4 Adequacy. The City, its officers, employees and agents make no representation that the types or limits of insurance specified to be carried by Consultant pursuant to this Agreement are adequate to protect Consultant. If Consultant believes that any required insurance coverage is inadequate, Consultant will obtain such additional insurance coverage as Consultant deems adequate, at Consultant's sole expense.
12.2 Workers' Compensation Insurance. By executing this Agreement, Consultant certifies that Consultant is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation, or to undertake self-insurance before commencing any of the work. Consultant shall carry the insurance or provide for self-insurance required by California law to protect said Consultant from claims under the Workers' Compensation Act. Prior to City's execution of this Agreement, Consultant shall file with City either 1) a certificate of insurance showing that such insurance is in effect, or that Consultant is self-insured for such coverage, or 2) a certified statement that Consultant has no employees, and acknowledging that if Consultant does employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with City shall provide that City will be given ten (10) days' prior written notice before modification or cancellation thereof.
12.3 Commercial General Liability and Automobile Insurance. Prior to City's execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance and automobile liability insurance as required to insure Consultant against damages for personal injury, including accidental death, as well as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Consultant. The City, and its officers, employees and agents, shall be named as additional insureds under the Consultant's insurance policies.
12.3.1 Consultant's commercial general liability insurance policy shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-completed operations liability, independent contractor's liability, personal injury liability, and contractual liability) in an amount not less than $1,000,000 per occurrence and a general aggregate limit in the amount of not less than $2,000,000. 5 12.3.2 Consultant's automobile liability policy shall cover both bodily injury and property damage in an amount not less than $1,000,000 per occurrence and an aggregate limit of not less than $1,000,000. All of Consultant's automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Consultant's performance of this Agreement, which vehicles shall include, but are not limited to, Consultant owned vehicles, Consultant leased vehicles, Consultant's employee vehicles, non-Consultant owned vehicles and hired vehicles.
12.3.3 Prior to City's execution of this Agreement, copies of insurance policies or original certificates along with additional insured endorsements acceptable to the City evidencing the coverage required by this Agreement, for both commercial general and automobile hability insurance, shall be filed with City and shall include the City and its officers, employees and agents, as additional insureds. Said policies shall be in the usual form of commercial general and automobile liability insurance policies, but shall include the following provisions:
It is agreed that the City of Riverside, and its officers, employees and agents, are added as additional insureds under this policy, solely for work done by and on behalf of the named insured for the City of Riverside.
12.3.4 The insurance policy or policies shall also comply with the following provisions:
a. The policy shall be endorsed to waive any right of subrogation against the City and its sub-consultants, employees, officers and agents for services performed under this Agreement.
b. If the policy is written on a claims made basis, the certificate should so specify and the policy must continue in force for one year after completion of the services. The retroactive date of coverage must also be listed.
c. The policy shall specify that the insurance provided by Consultant will be considered primary and not contributory to any other insurance available to the City and Endorsement No.
CG 20010413 shall be provided to the City.
12.4 • Errors and Omissions Insurance. Prior to City's execution of this Agreement, Consultant shall obtain, and shall thereafter maintain during the term of this Agreement, errors and omissions professional liability insurance in the minimum amount of $1,000,000 to protect the City from claims resulting from the Consultant's activities.
12.5 Subcontractors' Insurance. Consultant shall require all of its subcontractors to carry insurance, in an amount sufficient to cover the risk of injury, damage or loss that may be caused by the subcontractors' scope of work and activities provided in furtherance of this Agreement, including, but without limitation, the following coverages: Workers Compensation, Commercial General Liability, Errors and Omissions, and Automobile liability. 6 Upon City's request, Consultant shall provide City with satisfactory evidence that Subcontractors have obtained insurance policies and coverages required by this section.
12.6 Technology Professional Liability. Prior to City's execution of this Agreement, Consultant shall obtain and maintain during the term of this Agreement technology errors and omissions professional liability insurance with limits not less than $1,000,000 per occurrence or claim, $1,000,000 aggregate, to protect the City from claims resulting from the Consultant's professional services as described specifically herein. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
12.7. Cyber Liability Insurance. Prior to City's execution of this Agreement, Consultant shall obtain and maintain during the term of this Agreement cyber liability insurance with limits not less than $1,000,000 per occurrence or claim, $1,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.
13. Business Tax. Consultant understands that the Services performed under this Agreement constitutes doing business in the City of Riverside, and Consultant agrees that Consultant will register for and pay a business tax pursuant to Chapter 5.04 of the Riverside Municipal Code and keep such tax certificate current during the term of this Agreement.
14. Time of Essence. Time is of the essence for each and every provision of this Agreement.
15. City's Right to Employ Other Consultants. City reserves the right to employ other Consultants in connection with the Project. If the City is required to employ another consultant to complete Consultant's work, due to the failure of the Consultant to perform, or due to the breach of any of the provisions of this Agreement, the City reserves the right to seek reimbursement from Consultant.
16. Accounting Records. Consultant shall maintain complete and accurate records with respect to costs incurred under this Agreement. All such records shall be clearly 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 7 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.
Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant, except as otherwise directed by City's Contract Administrator. Nothing furnished to Consultant which is otherwise known to the 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, website, or other similar medium without the prior written consent of the City. This provision shall survive the expiration or termination of this Agreement.
18. Ownership of Documents. All reports, maps, drawings and other contract deliverables prepared under this Agreement by Consultant shall be and remain the property of City. Consultant shall not release to others information furnished by City without prior express written approval of City. This provision shall survive the expiration or termination of this Agreement.
19. Copyrights. Consultant agrees that any work prepared for City which is eligible for copyright protection in the United States or elsewhere shall be a work made for hire. If any such work is deemed for any reason not to be a work made for hire, Consultant assigns all right, title and interest in the copyright in such work, and all extensions and renewals thereof, to City, and agrees to provide all assistance reasonably requested by City in the establishment, preservation and enforcement of its copyright in such work, such assistance to be provided at City's expense but without any additional compensation to Consultant. Consultant agrees to waive all moral rights relating to the work developed or produced, including without limitation any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications. This provision shall survive the expiration or termination of this Agreement.
Conflict of Interest. Consultant, for itself and on behalf of the individuals listed in Exhibit "C," represents and warrants that by the execution of this Agreement, they have no interest, present or contemplated, in the Project affected by the above-described Services.
Consultant further warrants that neither Consultant, nor the individuals listed in Exhibit "C" have any real property, business interests or income interests that will be affected by this project or, alternatively, that Consultant will file with the City an affidavit disclosing any such interest.
21. Solicitation. Consultant warrants that Consultant has not employed or retained any person or agency to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission, percentage, brokerage, or contingent fee to be paid to secure this Agreement. For breach of this warranty, City shall have the right to terminate this Agreement without liability and pay Consultant only for the value of work Consultant has actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Consultant the full amount of such commission, percentage, brokerage or commission fee. The remedies 8 specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement.
22. General Compliance With Laws. Consultant shall keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Consultant, or in any way affect the performance of services by Consultant pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Consultant represents and warrants that Consultant has obtained all necessary licenses to perform the Scope of Services and that such licenses are in good standing.
Consultant further represents and warrants that the services provided herein shall conform to all ordinances, policies and practices of the City of Riverside.
23. Waiver. No action or failure to act by the City shall constitute a waiver of any right or duty afforded City under this Agreement, nor shall any such action or failure to act constitute approval of or acquiescence in any breach thereunder, except as may be specifically, provided in this Agreement or as may be otherwise agreed in writing.
24. Amendments. This Agreement may be modified or amended only by a written agreement and/or change order executed by the Consultant and City.
25. Termination. City, by notifying Consultant in writing, shall have the right to terminate any or all of Consultant's services and work covered by this Agreement at any time. In the event of such termination, Consultant may submit Consultant's final written statement of the amount of Consultant's services as of the date of such termination based upon the ratio that the work completed bears to the total work required to make the report complete, subject to the City's rights under Sections 15 and 26 hereof. In ascertaining the work actually rendered through the termination date, City shall consider completed work, work in progress and complete and incomplete reports and other documents only after delivered to City.
25.1 Other than as stated below, City shall give Consultant thirty (30) days' prior written notice prior to termination.
25.2 City may terminate this Agreement upon fifteen (15) days' written notice to Consultant, in the event:
25.2.1 Consultant substantially fails to perform or materially breaches the Agreement; or
25.2.2 City decides to abandon or postpone the Project.
26. Offsets. Consultant acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which Consultant owes or may owe to the City, City reserves the right to withhold and offset said amounts from payments or refunds or reimbursements owed by City to Consultant. Notice of such withholding and offset, shall promptly be given to Consultant by City in writing. In the event of a dispute as to the amount owed or whether such amount is owed to the City, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved. 9 27. Successors and Assigns. This Agreement shall be binding upon City and its successors and assigns, and upon Consultant and its permitted successors and assigns, and shall not be assigned by Consultant, either in whole or in part, except as otherwise provided in paragraph 9 of this Agreement.
28. Venue. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in a court of competent jurisdiction in the County of Riverside, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. In the event either party hereto shall bring suit to enforce any term of this Agreement or to recover any damages for and on account of the breach of any term or condition of this Agreement, it is mutually agreed that each party will bear their own attorney's fees and costs.
29. Nondiscrimination. During Consultant's performance of this Agreement, Consultant shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, genetic information, gender, gender identity, gender expression, or sexual orientation, military and veteran status, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 12940 of the California Government Code. Further, Consultant agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement.
30. Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, of this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, of this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement, and the remainder of the Agreement shall continue in full force and effect.
31. Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of Consultant each represent and warrant that they have the legal power, right and actual authority to bind Consultant to the terms and conditions hereof and thereof.
32. Entire Agreement. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by and neither party is relying on, any representation or warranty outside those expressly set forth in this Agreement.
33. Interpretation. City and Consultant acknowledge and agree that this Agreement is the product of mutual arms-length negotiations and accordingly, the rule of construction, which provides that the ambiguities in a document shall be construed against the drafter of that document. shall have no application to the interpretation and enforcement of this Agreement. 10 33.1 Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of the Agreement or any of its terms. Reference to section numbers, are to sections in the Agreement unless expressly stated otherwise.
33.2 This Agreement shall be governed by and construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement.
33.3 In the event of a conflict between the body of this Agreement and Exhibit "A" - Scope of Services hereto, the terms contained in Exhibit "A" shall be controlling.
34. Exhibits. The following exhibits attached hereto are incorporated herein to this Agreement by this reference:
Exhibit "A" - Scope of Services
Exhibit "B" - Compensation
Exhibit "C" - Key Personnel
11 IN WITNESS WHEREOF, City and Consultant have caused this Agreement to be duly executed the day and year first above written.
CITY OF RIVERSIDE, a California VECTOR RESOURCES, INC., charter city and municipal corporation a California corporation By: By: Ritnty
City Manager
Robert Messinger
[Printed Name]
Executive Vice President
Attest:
City Clerk
[Title]
NOIS
Certified as to Availability of Funds: By:
Jeffrey Zukerman
By:
Chief Financiat Officer [Printed Name]
Executive Vice President
& Secretary
Approved as to Form:
[Title]
By: _
Senior Deputy City Attorney
21-1530 RBK 12/16/21
EXHIBIT A
SCOPE OF SERVICES
PROJECT BACKGROUND:
The City of Riverside currently has an existing voting system comprised of:
* Three (3) AMX touch panels with various touch panel interface modules and processors The Mayor station has speak cue function, timer, and podium mute capabilities • The City Clerk station has voting, A/V switcher control, screen on/off, body selection, and member naming controls
• The control room has A/V switcher controls and on/off function * Analog way 10x2 scaled Matrix A/V router (to remain)
• 5X D-SAN speech timer light panels
• One (1) D-SAN speech timer controller located in control room rack * Presonus rack mount mixer and Shure mics, mute function on podium (to remain) • Digital signal processor servicing as EQ, feedback reducer, and podium mute • Wall mounted rack mount (to remain)
* Three (3) VGA monitors displaying speech cue order
• Twelve (12) AMX Ethernet 7 button panels
PROJECT OBJECTIVES:
The City of Riverside is seeking offers from vendors for voting systems that meet the requirements detailed below. The vendor will provide professional services for implementation and training of City employees to put the final product in effective use. Additional on-site professional services may be requested to support the City staff as needed.
REQUIREMENTS:
The new system needs to maintain the current functionality and consist of three (3) touch panel stations, All system components will be mounted in current wall mounted rack in control room :
behind dais.
* All systems would be required to be a on premises in a stand along system not requiring any public internet connection to service outside the City network. • As a separately priced option, the ability to support voting functionality via a Windows workstation or web application on the City's Local Area Network Existing equipment to remain and be incorporated into new system:
• Analog way 10x2 scaled Matrix A/V router
• Presonus rack mount mixer and Shure m/cs, mute function on podium • Wall mounted rack mount
Equipment to remain if needed:
• 5X D-SAN speech timer light panels
• One (1) D-SAN speech timer controller located in control room rack :
* Twelve (12) AMX Ethernet 7 button panels
• Roughly 20 SDI monitors mounted on dais receiving signal from analog way Clerk Station:
Body Select
• The city has a total of 25 boards, commissions, committees and City councll bodies. Each needs to be selectable with names stored to correspond with seating locatlon on dals and appropriate button panel at each station. Names need to be editable on the fly not requiring any external systems of software to do so.
• AV system control
• Clerk's station has the ability to turn on and off three large sharp brand displays mounted in the ceiling via IR control. Simple on off functionality. Clerk station aiso has control of an existing analog way matrix switcher which feeds the displays mounted along the dais and in the celling for audience. Various sources need to be programed into the system such as overhead camera, broadcast switcher, power point station, aux power point station, etc. • Vote system
• Clerk's station also controls vote system, choosing when to display the vote results once members have voted via button panels at each station. Button panels should have Yes, No, abstain, and request to speak options. When not displaying a vote result, a splash screen with City logo is displayed, alternatively splash screen with current meeting title on background image provided by the City.
Mayor station
• Speech cue requirements
Each button panel mounted at the dais stations has a request to speak button.
When pressed the name of the user Is added to a list showing the presiding officer who is in line to speak. This function should be simple and easy to understand, allowing for the presiding officer to quickly move to next speaker while removing previous speaker from the list.
• There are currently 3 monitors showing the current cue of pending speakers, one in the control room, two mounted over head in the chambers. Current VGA monitors need to be replaced.
• Wiring will need to be run from monitor locations to control room rack for new system.
• Speech timer requirements
• Currently the AMX control system interacts with a D-SAN limitimer system with 5 signal light panels. The entire D-SAN limitimer systems and panels can be incorporated into the new system, or timer functionality can be built into the new system. If incorporated would need to supply 5 similar size LED signals In the same locations.
• Timer function needs to be able to start, pause, and stop the clock. • Signal lights need to have green lights which change to yellow when a pre-set warning time, red when time is up.
• Reset to previous set total time. Set total time and easily be changed to new times when needed,
• Podium mute function
• The Mayor's station should have a clearly labeled mute button which mutes the podium mic. Current AMX system uses a method of shorting the incoming signal mic signal disabling the mic. Vendor to determine best option to enable this functlon using the City supplied Rack mount Presonus mixer.
Control Room Station
* Control room station needs same AV control capabilities of the analog way matrix switcher.
• Powering large ceiling mounted displays.
• Podium mute function and body select options.
Front desk/presentation station
• Add 5 button panels used on dais to the front mic stations with same capabilities as dais seats. This would expand the system to allow 16 total voting seats. • Add touch panel control for second clerk station allowing for control of existing Analog Way router to control content on existing screens.
Warranty
* All work, wiring and programing shall be covered under a warranty for a period no less than one year.
Precontation Speech cua Speech cue
monitoro X20 monitor 2 monitor 3 audio Mixer
{remaln! AMX
DaP
Mayer louch panal Clark touch panel
(Vote, AV conicol, D-SAN smer LED
podium trute) power) panel (remaln of
Muto incorporato)
D-SAN timer LED
panel (remain or
Incorporate)
VaA DA D-BAN timo: LED
panel (lemaln or
incorperate)
analog way Al Existing AMX system
switcher (remains D-BAN timor LED
panel (iomnin or
Iticorporato)
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Speech cua TV control touch contrsiler (reinain panel (romain of monitor 1 penel ot incorporate) sootporate
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Statement of Understanding and Approach
VectorUSA's corporate vision is to become the unsurpassed standard in "connecting people to information and the world." We build our business one customer at a time through our family of dedicated employees providing reliable, high quality communications designs and solutions that exceed our customers' expectations. VectorUSA maintains an industry-wide reputation for delivering the highest quality products and services while executing projects on time and on budget in all types of production environments.
VectorUSA will approach your project with the utmost care to ensure the project goes as smooth as possible.
VectorUSA has completed many similar style projects and is well versed in the Design of Executive style Boarerooms and Council Chambers that have similar type layouts and configurations. Our approach is a communicative and processed oriented approach.
For communication on your project, you will have an experlenced and seasoned project manager who has managed many projects of this size, complexity and technology.
VectorUSA will:
- Provide regular weekly updates
- Communicate ALL issues, concerns and needs via:
• Requests for Information documentation
• Request for Change Documentation
• Change Orders
• Transmittal Documents
Generate Network, serial number, Mac Address and location documents for all new and existing equipment. - Coordination with all network and client contractor needs, as well as follow up on needs and deadlines. - Provide Schedules and Schedule Updates
- Provide Meeting Minutes for all scheduled meetings
- Provide notification prior to site visits
VectorUSA will manage your project using proven industry processes. Our team holds and maintains AVIXA CTS-D, CTS-I and CTS certifications that ensure your project is completed to industry standards. We will pay close attention to your provided RFP and generate a punch list of all requirements to ensure no requirement is missed, VectorUSA utilizes checklists to ensure all aspects of the project have oversight and accountability, These checklists pertaln to all aspects of the project from Design, Rack Build, Installation and Commissioning. In addition, each project follows the phases generated in the schedule to ensure tasks are completed on time and the project stays on track. The phases which will be followed include:
- Kickoff & Admin Phase - This phase accounts for receiving the NTP or PO, Kickoff meetings, Site Walks, long lead equipment order placement, and schedule submission and approval. - Design & Planning Phase - This phase addresses the System design and GUl design and approvals, review of existing system equipment, and short lead equipment order placements.
Pre-Installation Phase - This phase addresses the control system programming, demolition of the existing systems and equipment documentation, cllent requirement milestones, cable pulls, mount, and bracket installation.
Installation Phase - This phase is the actual installation of all system equipment, rack build, termination of all system cabling, manual testing, and material disposal.
VectorUSA / 8647 E 9"' St., Rancho Cucamonga, CA 91730
Programming, Confirmation, and Testing Phase - This is the final onsite phase that addresses system alignment, confirmations, programming, commissioning, test result documentation and client system walk through.
System Closeout, Training, and Documentation - Generate ALl system closeout documentation, complete training guides and documentation, complete onsite training and record training sessions. All code, configuration files, recorded training sessions, training guides, user guides and required documentation are to be provided to the client with the final documentation As-Build drawings. The client's final customer sign- off will be the final item on the schedule.
Upon completion of the project the client will also be provided with the information required to contact VectorUSA for any service, warranty and/or malntenance related issues, concerns and scheduling. A phone number and emall address to contact VectorUSA's Service Call Center to start a service ticket and activate VectorUSA's dedicated service department will be included with the closeout documentation. VectorUSA can provide all maintenance and services as described in an optional Maintenance and Service agreement proposals if implemented in the project, This is the project approach taken for your project and all projects completed by VectorUSA. VectorUSA's Operations Manager, owners and upper management team review projects on a weekly basis to ensure that projects remain on task and any issues are Identified and addressed in a timely manner as to ensure successful projects.
Project Understanding Overview:
VectorUSA understands this project to be primarily an upgrade to the control, voting, speaker cue, and Timer System. From review of the provided RFP and subsequent site walk we understand the project needs and effort required to provide the City of Riverside with an updated voting and control system as stated and explained. This system upgrade does not include upgrade and/or upgrades to the existing audio, video, or production systems. If any issues arise or are noted in any of the systems not covered per the RFP, VectorUSA will provide feedback, direction, and Change Orders to address noted concerns in a timely manner as to allow the city to determine the desired approach as quickly as possible as to not affect the project timeline where possible. In review of the site and RFP, the following are the items to be addressed in this proposal:
Control System Processor and Components Upgrade
Touch Panel Upgrade
- Button Panel Upgrade
- Speaker Cue Display Upgrade
Vote System Programming Upgrade
Control System Programming Upgrade
- Speaker Timer Programming Upgrade
Project Approach:
VectorUSA has years of experience with projects like yours and will ensure that our approach will have your system down for minimal time, yet the system will perform as desired when the upgrade Is complete. Here are the high- level tasks in order of completion that VectorUSA will take to ensure your project goes smooth:
- Once PO or NTP Is provided Vector USA will schedule an internal and external kickoff. - VectorUSA will schedule the system reverse engineering site visit to document the current system layout, configuration, and status.
- VectorUSA will complete the System Design of the current system and additlonal upgrades. This will in tur be revlewed and approved by the City of Riverside.
VectorUSA / 8647 E 91 St., Rancho Cucamonga, CA 91730
- VectorUSA will generate the Initial Control System GUI (Graphical User Interface). This will be reviewed by the City of Riverside and then correctlons and adjustments made per customer feedback. - VectorUSA will generate the Control System Code.
- VectorUSA will load and test the Control System code on the new processor and Touch Panels prior to installation.
- VectorUSA will demo equipment to be removed and install new equipment and associated cables. - VectorUSA will debug the system code and perform System Commissioning on the system.
VectorUSA will walk the client through the system and acquire the customer sign-off, VectorUSA will train the City of Riversides designated personnel. - VectorUSA will provide all code, configuration files, and documentation to the client.
Notes:
- During the site walk the following concerns and/or issues were noted that will also be addressed in this proposal:
• There are NO existing drawings for the current system configurations which are required to do the control upgrades. This will require VectorUSA to do a reverse engineering of the system, which will result in updated system configuration drawings and allow us to do the upgrades and provide updated system As-Built documentation at the conclusion of the system upgrade. • The control system will need to be completely re-written to address the desired needs. • The cabling in the system will need to be dressed neater to ensure that the system can be properly serviced and maintained.
- VectorUSA has complied within this proposal with ALl requirements in Exhibit A of RFP 2114 from the City of Riverside.
Exclusions, exceptions, and expectations:
- VectorUSA assumes that ALL existing equipment that will remain is in proper working condition and fully functional.
- VectorUSA assumes that ALL remaining system wiring, and connectivity is In proper condition and not damaged, worn or otherwise terminated incorrectly.
• VectorUSA assumes that there is adequate cable pathway for any additlonal cabling required to complete the installation and has excluded ANY cable paths, conduits, or Panduit from this proposal. - The client's local network must be able to provide PoE to requred locations. • Per the RFI responses all work will need to be completed prior to 1pm on days with meetings. VectorUSA has priced and planned this project proposal with the expectation of working 8 hour days between the hours of 4am and 8pm during normal Monday through Friday weekdays. These need to be contiguous hours and include two (2) four (4) hour work periods with a 30-60 minute meal break in between.
The work required to complete this system upgrade will entail a period of two to three weeks where the room will be usable as a meeting space, yet the control system and voting features will NOT be useable and functional.
All power, electrical and/or network requirements are the responsibility of the City of Riverside.
VectorUSA / 8647 E 9* St., Rancho Cucamonga, CA 91730
Project Parameters / Caveats
Change Order
Any work that is added to or deleted from the original scope of this proposal that alters the eriginal costs or completion date must be agreed upon by both parties in the form of a written change order.
Add & Delete
Any additional work requested outside of the scope of work will be considered as separate work and addressed in the form of a written change order. This proposal is not to be used as an "add & delete" schedule, Defective Materials
If, due to problems with the existing hardware and / or materials provided by the client or other third partles, here is a delay and / or VectorUSA is unable to perform the work outlined in the scope of work, it will be addressed in the form of a written change order.
Extraordinary Service
Certain additlonal charges related to extraordinary levels of support or out-of-pocket costs incurred by VectorUSA, through no fault of its own, shall be reimbursed to VectorUSA by the client under this agreement.
Examples of costs relmbursable under this section include, but are not limited to 1) shipping expenses related to unusual site handling fees (e.g., extra distance, no loading dock, extra stairs, extra demurrage charges); 2) storage orspecial handling expenses Incurred if an installation site is not able to accept delivery as scheduled; 3) expenses Incurred by VectorUSA to resolve network compatibility issues caused by a client's election to substitute non- VectorUSA provided equipment or services; and 4) expenses incurred by VectorUSA for additional Installation time and / or materials caused by a site not being prepared as called for in this proposal. VectorUSA shall promptly notify the client in writing of such charges. Notification will be provided, when feasible, prior to the incurrence of such charges, unless circumstances preclude such prior written notification (by way of example, but not limited to, unusual site handling charges). Provided the incurrence of such charges is not due to VectorUSA's fault or negligence, VectorUSA shall be entitled to an equitable adjustment in the prices herein, the delivery schedule, or beth, to reflect such charges and any related delay.
Schedule
VectorUSA plans to implement this. project in a continuous fashion or following the baselined schedule If submitted as part of this project, If delays or changes are intreduced that are outside of VectorUSA's control, and those changes result in additional cost those costs will be addressed in the form of a written change order.
Delays
The client must provide five (5) working days advance notice of any delays that will impact this project. If praper notice is not previded VectorUSA reserves the right to issue a werk stoppage change order. Additionally, idle time Incurred due to the absence of required escorts, clearance, permits, inability to enter the workplace, delays by other trades or other factors beyond VectorUSA's control will be addressed in the form of a written change order.
YectarUSA / 8647 E 9% St., Rancho Cucunonga, CA 91730
Workdays / Overtime
All work will be performed during VectorUSA's standard business hours of 4am - 8pm, Monday - Friday, or as specified in the statement / scope of work. If changes to the stated work hours are required due to conditions outside of VectorUSA's control result in additional cost those costs will be addressed in the form of a written change order,
VecterUSA / 8647 E 9'" St., Ranoho Cucamonga, CA 91730
Warranty
VectorUSA provides, for all work completed under this contract our Vector USA warranty, This warranty coverers all workmanship for a period of one year unless specifically extended in writing as part of this agreement.
While this agreement extends the manufacturer's warranty for all items installed that warranty does not include labor required to replace, return, remove, install, or configure those Items. If a product or item requires replacement under the manufacturer's warranty VectorUSA will. provide the labor to replace that item on a time & material basis. Materials covered under that warranty will be provided under the warranty, if any additional supporting materlals are required that are not covered, they would be billed.
Please note that RMA's typically require the product to be returned in the original packaging. It Is recommended that packaging be retained If possible.
This warranty does not include any damages or cost related to unforeseen environmental evens including but not limited to fire, water, rodents, construction, abuse, or misuse. VectorUSA can address and repair Issues of this nature through a service request at an additional cost. If VectorUSA responds to a warranty request and upon arriving on site or at any time during that warranty call determines that the issue is related to an uncovered event or condition work will stop and the client shall be notified. If the client authorizes the repairs the warranty call will be converted to a service call and billed accordingly
VectorUSA / 8647 E 9* St., Rancho Cucamonga, CA 91730
EXHIBIT "B"
COMPENSATION
Description Quantiy Manufacturen Manufaturer paru Total price 22" Full HD EDGE LED LCD Monitor - 16:9 3 Planar 997-8001-00 $584,97 Custom Wall Mount 3 Custom Custom $937.50
HDMI Twisted Pair Extender Transmitter 3 Extron 60-1271-12 $900.00 HDMI Twisted Palr Extender - Receiver 3 Extron 60-1271-13 $900.00 HDMI/SDI Bidirectional Converter 4 Decimator MD-LX $495.00 TLI Pro 101, TouchLink Interface 2 Extron 60-1083-01 $4,987.50 IPCP Pro 3600 xi Quad Core Control Processor 1 Extron 60-1916-01 $1,743.75 IPCP Pro 255 IP Link Pro Control Processor Extron 60-1431-01 $1,118.75 10" Tabletop TouchLink Touch Panel 4 Extron 60-1104-02 $9,975.00 Button Panel with 5 Buttons - Decorator-Style Wall Plate 16 Extron 60-1688-01 $6,600.00 8-port POE Switch 1 Netgear GS308P-100NAS $129,99
Shielded, Cat 6, Blue Jacket, Plenum 1500 Covid P-C6F-BLU-1KR $855.00 Cat6 Shlelded 8P8C Connector 20 Liberty AV 111508080091C34 $47.80 Basic Rack Shelf for 9.5" deep product 2 Extron 60-604-02 $92.50 Assorted Black Tle Wrap - 4 In - 6 In - 8 In 2 Zack Electronics CT-B400 $17.48 Velcro Brand Loop 25 Yards Black 2 Rip Tle 187913 $69.08 DB9 Female, Hood and 9 Pins 3 Zack Electronics DB9FEMALEKIT $27.21 Misc. Installation Materlals 1 Materials Miscellaneous $625.00 $30,200.28
LABOR & PROFESSIONAL SERVICES .....
Installation 1 Labor $6,965.00
Design & Engineering 1 Labor $3,120.00
Reverse Engineering-Onsite 1 Labor $3,120.00
CAD/Documentatlon 1 Labor $3,200.00
Demo Labor 1 Labor $1,680.00
Existing System Cabling Cleanup/Refresh 1 Labor $2,520.00 Project Management 1 Labor $8,100.00
Programming (Extron) 1 Labor $18,720.00
Systems Commissioning 1 Labor $3,120,00
Training 1 Labor $1,040.00
Mobilization Labor $210.00
$51,795,00
TOTALS
Material: $30,200.28
Labor: $51,795.00
Freight: $243.75
8.75% Sales Tax $2,642.52
Grand Total: $84,881.55
13 :
EXHIBIT "C"
KEY PERSONNEL
Scott Welsh, AV Operations Manager
Darrell Legge, Project Manager
Anthony Huerta, AV Supervisor
Daniel Miranda, AV Lead
Bulos Abu-Khader, AV Engineer