HomeMy WebLinkAbout2020 Convergint Technologies - Design of Public Safety Camera System CitywideTO:
FROM:
DATE:
RE:
MEMORANDUM
Jon McMillen, City Manager
Anthony Moreno, Public Safety Analyst
January 31, 2020
Agreement with Convergint Technologies LLC.
Attached for your signature. Please sign the attached agreement(s) and return to the
City Clerk for processing and distribution.
Requesting department shall check and attach the items below as
appropriate:
_X_ Contract payments will be charged to account number: 101-2001-60161
_X_ Amount of Agreement, Amendment, Change Order, etc.: $11,756.80
N/A A Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s) is
attached with __ no reportable interests in LQ or __ reportable interests
_X_ A Conflict of Interest Form 700 Statement of Economic Interests is not required because this
Consultant does not meet the definition in FPPC regulation 18701(2).
Authority to execute this agreement is based upon:
_X_ Approved by the City Council on December 3, 2019
_X_ City Manager's signature authority provided under Resolution No. 2019-021 for budgeted
expenditures of $50,000 or less. This expenditure is $11,756.80 and authorized by City
Manager.
_X_ Initial to certify that 3 written informal bids or proposals were received and considered in
selection (Vendor competed with 2 vendors ih POC & Pilot program & was selected as most
qualified) A.M.
The following required documents are attached to the agreement:
_X_ Insurancft ce ifi ates as required by the agreement (approved by Risk Manager on
,. �3,-U January 31, 2020)
N/A
_ X_
_X_
Performance bonds as required by the agreement (originals)
City of La Quinta Business License number LIC-768623 Exp. 02/28/2021.
A requisition for a Purchase Order has been prepared (amounts over $5,000)
A copy of this Cover Memo has been emailed to Finance
Revised May 2017
AGREEMENT FOR CONTRACT SERVICES
THIS AGREEMENT FOR CONTRACT SERVICES (the “Agreement”) is made
and entered into by and between the CITY OF LA QUINTA, (“City”), a
California municipal corporation, and CONVERGINT TECHNOLOGIES, LLC., a
Delaware Limited Liability Company (“Contracting Party”). The parties hereto
agree as follows:
1. SERVICES OF CONTRACTING PARTY.
1.1 Scope of Services. In compliance with all terms and conditions
of this Agreement, Contracting Party shall provide those services related to
the design of a comprehensive city-wide camera system as stated in the
Project Description of the 2017 Public Safety/City-wide Camera System
Request for Qualifications, and described in further detail in the “Scope of
Services” attached hereto as “Exhibit A” and incorporated herein by this
reference (the “Services”). Contracting Party represents and warrants that
Contracting Party is a provider of first-class work and/or services and
Contracting Party is experienced in performing the Services contemplated
herein and, in light of such status and experience, Contracting Party
covenants that it shall follow industry standards in performing the Services
required hereunder, and that all materials, if any, will be of good quality, fit
for the purpose intended. For purposes of this Agreement, the phrase
“industry standards” shall mean those standards of practice recognized by one
or more first-class firms performing similar services under similar
circumstances.
1.2 Compliance with Law. All Services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules,
regulations, and laws of the City and any Federal, State, or local
governmental agency of competent jurisdiction.
1.3 Wage and Hour Compliance, Contracting Party shall comply with
applicable Federal, State, and local wage and hour laws.
1.4 Licenses, Permits, Fees and Assessments. Except as otherwise
specified herein, Contracting Party shall obtain at its sole cost and expense
such licenses, permits, and approvals as may be required by law for the
performance of the Services required by this Agreement, including a City of La
Quinta business license. Contracting Party and its employees, agents, and
subcontractors shall, at their sole cost and expense, keep in effect at all times
during the term of this Agreement any licenses, permits, and approvals that
are legally required for the performance of the Services required by this
Agreement. Contracting Party shall have the sole obligation to pay for any
fees, assessments, and taxes, plus applicable penalties and interest, which
may be imposed by law and arise from or are necessary for the performance
of the Services required by this Agreement, and shall indemnify, defend (with
Page 5 of 22
time period specified in the Schedule of Performance may be approved in
writing by the Contract Officer, Community Resources Director, or assigned
designee.
3.3 Force Majeure. The time period specified in the Schedule of
Performance for performance of the Services rendered pursuant to this
Agreement shall be extended because of any delays due to unforeseeable
causes beyond the control and without the fault or negligence of Contracting
Party, including, but not restricted to, acts of God or of the public enemy, fires,
earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight
embargoes, acts of any governmental agency other than City, and unusually
severe weather, if Contracting Party shall within ten (10) days of the
commencement of such delay notify the Contract Officer, Community
Resources Director, or assigned designee, in writing of the causes of the
delay. The Contract Officer, Community Resources Director, or assigned
designee, shall ascertain the facts and the extent of delay, and extend the
time for performing the Services for the period of the forced delay when and if
in the Contract Officer’s, Community Resources Director’s, judgment such delay
is justified, and the Contract Officer’s determination, or assigned designee,
shall be final and conclusive upon the parties to this Agreement. Extensions to
time period in the Schedule of Performance which are determined by the
Contract Officer, Community Resources Director, or assigned designee, to be
justified pursuant to this Section shall not entitle the Contracting Party to
additional compensation in excess of the Contract Sum.
3.4 Term. Unless earlier terminated in accordance with the provisions
in Article 8.0 of this Agreement, the term of this agreement shall commence
on February 24, 2020, and terminate on April 3, 2020 (“Initial Term”).
4.COORDINATION OF WORK.
4.1 Representative of Contracting Party. The following principals of
Contracting Party (“Principals”) are hereby designated as being the principals
and representatives of Contracting Party authorized to act in its behalf with
respect to the Services specified herein and make all decisions in connection
therewith:
(a) Steven Sanchez, General Manager
Tel No.: (714) 546 - 2780
E-mail: Steven.Sanchez@Convergint.com
(b) Fabian Escalante, Senior Account Executive
Tel No.: (949) 940 – 6428
Email: Fabian.Escalante@Convergint.com
Exhibit A
Exhibit A
Scope of Services
1.Services to be Provided:
Design of a comprehensive city-wide camera system; the City may
decide to start with a partial prototype with the ability to add to the
system in future phases with availability of funding being one of the
determining factors.
Convergint Technologies proposal enclosed.
Exhibit C
Page 1 of 1
Exhibit C
Schedule of Performance
Contracting Party shall complete all services identified in the Scope of
Services, Exhibit A of this Agreement, in accordance with the Project
Schedule. The time-frame provided in the proposal is 4-6 weeks from
receipt of Purchase Order for completion of work. In accordance with
Section 3.4, the Term of this Agreement shall commence on February 24,
2020 and terminate on April 3, 2020.
Exhibit E
Page 1 of 7
Exhibit E
Insurance Requirements
E.1 Insurance. Prior to the beginning of and throughout the duration of
this Agreement, the following policies shall be maintained and kept in full force
and effect providing insurance with minimum limits as indicated below and
issued by insurers with A.M. Best ratings of no less than A-VI:
Commercial General Liability (at least as broad as ISO CG 0001)
$1,000,000 (per occurrence)
$2,000,000 (general aggregate)
Must include the following endorsements:
General Liability Additional Insured
General Liability Primary and Non-contributory
Commercial Auto Liability (at least as broad as ISO CA 0001)
$1,000,000 (per accident)
Personal Auto Declaration Page if applicable
Errors and Omissions Liability
$1,000,000 (per claim and aggregate)
Workers' Compensation
(per statutory requirements)
Must include the following endorsements:
Workers Compensation with Waiver of Subrogation
Workers Compensation Declaration of Sole Proprietor if applicable
Contracting Party shall procure and maintain, at its cost, and
submit concurrently with its execution of this Agreement, Commercial General
Liability insurance against all claims for injuries against persons or damages
to property resulting from Contracting Party's acts or omissions rising out of
or related to Contracting Party's performance under this Agreement. The
insurance policy shall contain a severability of interest clause providing that the
coverage shall be primary for losses arising out of Contracting Party's
performance hereunder and neither City nor its insurers shall be required to
contribute to any such loss. An endorsement evidencing the foregoing and
naming the City and its officers and employees as additional insured (on the
Commercial General Liability policy only) must be submitted concurrently with
the execution of this Agreement and approved by City prior to commencement
of the services hereunder.
Exhibit E
Page 2 of 7
Contracting Party shall carry automobile liability insurance of
$1,000,000 per accident against all claims for injuries against persons or
damages to property arising out of the use of any automobile by Contracting
Party, its officers, any person directly or indirectly employed by Contracting
Party, any subcontractor or agent, or anyone for whose acts any of them may
be liable, arising directly or indirectly out of or related to Contracting Party's
performance under this Agreement. If Contracting Party or Contracting Party's
employees will use personal autos in any way on this project, Contracting
Party shall provide evidence of personal auto liability coverage for each such
person. The term "automobile" includes, but is not limited to, a land motor
vehicle, trailer or semi-trailer designed for travel on public roads. The
automobile insurance policy shall contain a severability of interest clause
providing that coverage shall be primary for losses arising out of Contracting
Party's performance hereunder and neither City nor its insurers shall be
required to contribute to such loss.
Professional Liability or Errors and Omissions Insurance as
appropriate shall be written on a policy form coverage specifically designed to
protect against acts, errors or omissions of the Contracting Party and "Covered
Professional Services" as designated in the policy must specifically include work
performed under this agreement. The policy limit shall be no less than
$1,000,000 per claim and in the aggregate. The policy must "pay on behalf of"
the insured and must include a provision establishing the insurer's duty to
defend. The policy retroactive date shall be on or before the effective date of this
agreement.
Contracting Party shall carry Workers' Compensation Insurance in
accordance with State Worker's Compensation laws with employer's liability
limits no less than $1,000,000 per accident or disease.
Contracting Party shall procure and maintain Cyber Liability
insurance with limits of $1,000,000 per occurrence/loss which shall include
the following coverage:
a.Liability arising from the theft, dissemination and/or use of
confidential or personally identifiable information; including
credit monitoring and regulatory fines arising from such theft,
dissemination or use of the confidential information.
b.Network security liability arising from the unauthorized use of,
access to, or tampering with computer systems.
c.Liability arising from the failure of technology products
(software) required under the contract for Consultant to
Exhibit E
Page 3 of 7
properly perform the services int ended.
d.Electronic Media Liability arising from personal injury, plagiarism
or misappropriation of ideas, domain name infringement or
improper deep-linking or framing, and infringement or violation
of intellectual property rights.
e Liability arising from the failure to render professional services.
If coverage is maintained on a claims-made basis, Contracting Party shall
maintain such coverage for an additional period of three (3) years following
termination of the contract.
Contracting Party shall provide written notice to City within ten
(10) working days if: (1) any of the required insurance policies is terminated;
(2)the limits of any of the required polices are reduced; or (3) the deductible
or self-insured retention is increased. In the event any of said policies of
insurance are cancelled, Contracting Party shall, prior to the cancellation date,
submit new evidence of insurance in conformance with this Exhibit to the
Contract Officer. The procuring of such insurance or the delivery of policies or
certificates evidencing the same shall not be construed as a limitation of
Contracting Party's obligation to indemnify City, its officers, employees,
contractors, subcontractors, or agents.
E.2 Remedies. In addition to any other remedies City may have if
Contracting Party fails to provide or maintain any insurance policies or policy
endorsements to the extent and within the time herein required, City may, at its
sole option:
a.Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b.Order Contracting Party to stop work under this Agreement
and/or withhold any payment(s) which become due to Contracting Party
hereunder until Contracting Party demonstrates compliance with the
requirements hereof.
c Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to
any other remedies City may have. The above remedies are not the exclusive
remedies for Contracting Party's failure to maintain or secure appropriate
policies or endorsements. Nothing herein contained shall be construed as
limiting in any way the extent to which Contracting Party may be held
responsible for payments of damages to persons or property resulting from
Exhibit E
Page 4 of 7
Contracting Party's or its subcontractors' performance of work under this
Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage by
Contracting Party. Contracting Party and City agree to the following with respect
to insurance provided by Contracting Party:
1.Contracting Party agrees to have its insurer endorse the third-party
general liability coverage required herein to include as additional insureds
City, its officials, employees, and agents, using standard ISO endorsement
No. CG 2010 with an edition prior to 1992. Contracting Party also agrees to
require all contractors, and subcontractors to do likewise.
2 No liability insurance coverage provided to comply with this
Agreement shall prohibit Contracting Party, or Contracting Party's employees,
or agents, from waiving the right of subrogation prior to a loss. Contracting
Party agrees to waive subrogation rights against City regardless of the
applicability of any insurance proceeds, and to require all contractors and
subcontractors to do likewise.
3.All insurance coverage and limits provided by Contracting Party and
available or applicable to this Agreement are intended to apply to the full extent
of the policies. Nothing contained in this Agreement or any other agreement
relating to City or its operations limits the application of such insurance
coverage.
4.None of the coverages required herein will be in compliance with
these requirements if they include any limiting endorsement of any kind that
has not been first submitted to City and approved of in writing.
5.No liability policy shall contain any provision or definition that
would serve to eliminate so-called "third party action over" claims, including
any exclusion for bodily injury to an employee of the insured or of any
contractor or subcontractor.
6.All coverage types and limits required are subject to approval,
modification and additional requirements by the City, as the need arises.
Contracting Party shall not make any reductions in scope of coverage (e.g.
elimination of contractual liability or reduction of discovery period) that may
affect City's protection without City's prior written consent.
7.Proof of compliance with these insurance requirements, consisting
of certificates of insurance evidencing all the coverages required and an
additional insured endorsement to Contracting Party's general liability policy,
shall be delivered to City at or prior to the execution of this Agreement. In
Exhibit E
Page 5 of 7
the event such proof of any insurance is not delivered as required, or in the
event such insurance is canceled at any time and no replacement coverage is
provided, City has the right, but not the duty, to obtain any insurance it deems
necessary to protect its interests under this or any other agreement and to
pay the premium. Any premium so paid by City shall be charged to, and
promptly paid by Contracting Party or deducted from sums due Contracting
Party, at City option.
8.It is acknowledged by the parties of this agreement that all
insurance coverage required to be provided by Contracting Party or any
subcontractor, is intended to apply first and on a primary, non-contributing
basis in relation to any other insurance or self-insurance available to City.
9.Contracting Party agrees to ensure that subcontractors, and any
other party involved with the project that is brought onto or involved in the
project by Contracting Party, provide the same minimum insurance coverage
required of Contracting Party. Contracting Party agrees to monitor and review
all such coverage and assumes all responsibility for ensuring that such
coverage is provided in conformity with the requirements of this section.
Contracting Party agrees that upon request, all agreements with
subcontractors and others engaged in the project will be submitted to City for
review.
10.Contracting Party agrees not to self-insure or to use any self-
insured retentions or deductibles on any portion of the insurance required
herein (with the exception of professional liability coverage, if required) and
further agrees that it will not allow any contractor, subcontractor, Architect,
Engineer or other entity or person in any way involved in the performance of
work on the project contemplated by this agreement to self-insure its
obligations to City. If Contracting Party's existing coverage includes a
deductible or self-insured retention, the deductible or self-insured retention
must be declared to the City. At that time the City shall review options with
the Contracting Party, which may include reduction or elimination of the
deductible or self-insured retention, substitution of other coverage, or other
solutions.
11.The City reserves the right at any time during the term of this
Agreement to change the amounts and types of insurance required by giving the
Contracting Party ninety (90) days advance written notice of such change. If
such change results in substantial additional cost to the Contracting Party, the
City will negotiate additional compensation proportional to the increased benefit
to City.
12 For purposes of applying insurance coverage only, this Agreement
will be deemed to have been executed immediately upon any party hereto
Exhibit E
Page 6 of 7
taking any steps that can be deemed to be in furtherance of or towards
performance of this Agreement.
13.Contracting Party acknowledges and agrees that any actual or
alleged failure on the part of City to inform Contracting Party of non-compliance
with any insurance requirement in no way imposes any additional obligations on
City nor does it waive any rights hereunder in this or any other regard.
14.Contracting Party will renew the required coverage annually as
long as City, or its employees or agents face an exposure from operations of
any type pursuant to this agreement. This obligation applies whether the
agreement is canceled or terminated for any reason. Termination of this
obligation is not effective until City executes a written statement to that effect.
15.Contracting Party shall provide proof that policies of insurance
required herein expiring during the term of this Agreement have been renewed
or replaced with other policies providing at least the same coverage. Proof
that such coverage has been ordered shall be submitted prior to expiration. A
coverage binder or letter from Contracting Party's insurance agent to this
effect is acceptable. A certificate of insurance and an additional insured
endorsement is required in these specifications applicable to the renewing or
new coverage must be provided to City within five (5) days of the expiration
of coverages.
16.The provisions of any workers' compensation or similar act will not
limit the obligations of Contracting Party under this agreement. Contracting
Party expressly agrees not to use any statutory immunity defenses under such
laws with respect to City, its employees, officials, and agents.
17.Requirements of specific coverage features, or limits contained in
this section are not intended as limitations on coverage, limits or other
requirements nor as a waiver of any coverage normally provided by any given
policy. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any
party or insured to be limiting or all-inclusive.
18.These insurance requirements are intended to be separate and
distinct from any other provision in this Agreement and are intended by the
parties here to be interpreted as such.
19.The requirements in this Exhibit supersede all other sections and
provisions of this Agreement to the extent that any other section or provision
conflicts with or impairs the provisions of this Exhibit.
Exhibit E
Page 7 of 7
20.Contracting Party agrees to be responsible for ensuring that no
contract used by any party involved in any way with the project reserves the
right to charge City or Contracting Party for the cost of additional insurance
coverage required by this agreement. Any such provisions are to be deleted
with reference to City. It is not the intent of City to reimburse any third party
for the cost of complying with these requirements. There shall be no recourse
against City for payment of premiums or other amounts with respect thereto.
21. Contracting Party agrees to provide immediate notice to City of any
claim or loss against Contracting Party arising out of the work performed under
this agreement. City assumes no obligation or liability by such notice but has the
right (but not the duty) to monitor the handling of any such claim or claims if they
are likely to involve City.
Exhibit F
Indemnification
F.1 Indemnity for the Benefit of City.
a.Indemnification for Professional Liability. When the
law establishes a professional standard of care for Contracting Party's Services,
to the fullest extent permitted by law, Contracting Party shall indemnify, protect,
defend (with counsel selected by City), and hold harmless City and any and
all of its officials, employees, and agents ("Indemnified Parties") from and
against any and all claims, losses, liabilities of every kind, nature, and
description, damages, injury (including, without limitation, injury to or death of
an employee of Contracting Party or of any subcontractor), costs and
expenses of any kind, whether actual, alleged or threatened, including,
without limitation, incidental and consequential damages, court costs,
attorneys' fees, litigation expenses, and fees of expert consultants or expert
witnesses incurred in connection therewith and costs of investigation, to the
extent same are caused in whole or in part by any negligent or wrongful act,
error or omission of Contracting Party, its officers, agents, employees or
subcontractors (or any entity or individual that Contracting Party shall bear
the legal liability thereof) in the performance of professional services under
this agreement. With respect to the design of public improvements, the
Contracting Party shall not be liable for any injuries or property damage
resulting from the reuse of the design at a location other than that specified in
Exhibit A without the written consent of the Contracting Party.
b. Indemnification for Other Than Professional Liability. Other than
in the performance of professional services and to the full extent permitted by
law, Contracting Party shall indemnify, defend (with counsel selected by City),
and hold harmless the Indemnified Parties from and against any liability
(including liability for claims, suits, actions, arbitration proceedings,
administrative proceedings, regulatory proceedings, losses, expenses or costs
of any kind, whether actual, alleged or threatened, including, without
limitation, incidental and consequential damages, court costs, attorneys' fees,
litigation expenses, and fees of expert consultants or expert witnesses)
incurred in connection therewith and costs of investigation, where the same
arise out of, are a consequence of, or are in any way attributable to, in whole
or in part, the performance of this Agreement by Contracting Party or by any
individual or entity for which Contracting Party is legally liable, including but
not limited to officers, agents, employees, or subcontractors of Contracting
Party.
c. Indemnity Provisions for Contracts Related to Construction
(Limitation on Indemnity). Without affecting the rights of City under any
Exhibit F
Page 1 of 3
provision of this agreement, Contracting Party shall not be required to
indemnify and hold harmless City for liability attributable to the active
negligence of City, provided such active negligence is determined by
agreement between the parties or by the findings of a court of competent
jurisdiction. In instances where City is shown to have been actively negligent
and where City's active negligence accounts for only a percentage of the
liability involved, the obligation of Contracting Party will be for that entire
portion or percentage of liability not attributable to the active negligence of
City.
d.Indemnification Provision for Design Professionals.
1.Applicability of this Section F. l(d). Notwithstanding
Section F. l(a) hereinabove, the following indemnification provision shall apply
to a Contracting Party who constitutes a "design professional" as the term is
defined in paragraph 3 below.
2.Scope of Indemnification. When the law establishes a
professional standard of care for Contracting Party's Services, to the fullest
extent permitted by law, Contracting Party shall indemnify and hold harmless
City and any and all of its officials, employees, and agents ("Indemnified
Parties") from and against any and all losses, liabilities of every kind, nature,
and description, damages, injury (including, without limitation, injury to or
death of an employee of Contracting Party or of any subcontractor), costs and
expenses, including, without limitation, incidental and consequential
damages, court costs, reimbursement of attorneys' fees, litigation expenses,
and fees of expert consultants or expert witnesses incurred in connection
therewith and costs of investigation, to the extent same are caused by any
negligent or wrongful act, error or omission of Contracting Party, its officers,
agents, employees or subcontractors (or any entity or individual that
Contracting Party shall bear the legal liability thereof) in the performance of
professional services under this agreement. With respect to the design of public
improvements, the Contracting Party shall not be liable for any injuries or
property damage resulting from the reuse of the design at a location other than
that specified in Exhibit A without the written consent of the Contracting Party.
3.Design Professional Defined. As used in this Section F. l(d),
the term "design professional" shall be limited to licensed architects,
registered professional engineers, licensed professional land surveyors and
landscape architects, all as defined under current law, and as may be amended
from time to time by Civil Code § 2782.8.
F.2 Obligation to Secure Indemnification Provisions. Contracting
Party agrees to obtain executed indemnity agreements with provisions
Exhibit F
Page 2 of 3
identical to those set forth herein this Exhibit F, as applicable to the Contracting
Party, from each and every subcontractor or any other person or entity involved
by, for, with or on behalf of Contracting Party in the performance of this
Agreement. In the event Contracting Party fails to obtain such indemnity
obligations from others as required herein, Contracting Party agrees to be fully
responsible according to the terms of this Exhibit. Failure of City to monitor
compliance with these requirements imposes no additional obligations on City
and will in no way act as a waiver of any rights hereunder. This obligation to
indemnify and defend City as set forth in this Agreement are binding on the
successors, assigns or heirs of Contracting Party and shall survive
the termination of this Agreement.
Exhibit F
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