HomeMy WebLinkAbout1989-462
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RESOLUTION NO.
89-462
1
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
2 EXECUTION OF AN AGREEMENT WITH OMNICOM, INC. TO PEfFORM
CONSULTING SERVICES RELATING TO THE PROVISION OF SPECIFIC ENGIN-
3 EERING COMMUNICATIONS SERVICES IN SUPPORT OF THE PROJECT TITLED
"EAST END RADIO COMMUNICATIONS IMPROVEMENT PROJECT".
4
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE
5 CITY OF SAN BERNARDINO AS FOLLOWS:
6
SECTION 1.
The Mayor of the City of San Bernardino is
7 hereby authorized and directed to execute on behalf of said City
8 an agreement with Omnicom, Inc. to perform consulting services
9 relating to the provision of specific engineering communications
10 services in support of the project titled "East End Radio
11 Communications Services Improvement Project", a copy of which is
12 attached hereto marked Exhibit "A" and incorporated herein by
13 reference as fully as though set forth at length.
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SECTION 2.
The authorization to execute the above-
referenced agreement is rescinded if the parties to
the
16 agreement fail to execute it within sixty (60) days of the
17 passage of this resolution.
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I HEREBY CERTIFY that the foregoing resolution was duly
20 adopted by the Mayor and Common Council of the city of San
Bernardino at a~
requldr
meeting thereof, held on the
21
22
20th
day of
November
, 1989, by the following vote, to
23 wit:
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AYES: Council Members Estrada, Reilly, Flores, Maudsley,
Minor, Pope-Ludlam, Miller
NAYS:
None
ABSENT:
None
1 '
'RESOLUTION AUTHORIZING AGREEMENT WITH OMNICOM, INC.
TO PERFORM CONSULTING SERVICES RELATING TO THE PROJECT
TITLED "EAST END RADIO COMMUNICATIONS IMPROVEMENT PROJECT."
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The foregoing resolution is hereby approved this ~~AqI day of
November
, 1989.
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Approved as to form
and legal content:
JAMES F. PENMAN
city Attorney
BY:~
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10/30/89
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- . .
A G R E E MEN T
THIS AGREEMENT is made and entered into this lor~iday of
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A1i~L~oJ , 1989, by and between the CITY OF SAN BERNARDINO,
a municipal corporation, 300 North "D" street, San Bernardino,
California 92418, (herein referred to as "city"), and OMNICOM,
INC., 325 John Knox Road, suite E-204, Tallahassee, FL 32303
(herein referred to as "Consultant).
city and Consultant agree as follows:
1. General Description of Work to be Done.
City hereby engages Consultant, an~ Consultant hereby
accepts such engagement, to perform the
services
herein
described for the compensation herein provided.
Consultant
hereby assures and covenants to City that they have the
qualifications, experience and facilities to properly perform
said services, and hereby agrees to undertake and complete the
performance thereof for the compensation herein provided.
2. Term.
The term of this agreement shall commence on execution of
this agreement by both parties.
The anticipated term of the
agreement is 24 weeks, and end June 30, 1990. However, this
agreement may be extended on a month-to-month basis for a
maximum of six (6) additional months upon the express written
consent of Consultant to such extension and the approval thereof
by the Mayor and Common Council. However, if the term of the
agreement is increased, there will be no change in the maximum
total compensation.
3. Payment and provision for Payment.
A. Maximum Compensation
. .
(1) Maximum total compensation to be paid
1 under this agreement shall be Fifty-six Thousand, Eight
2 Hundred Seventy-Four dollars ($56,874) for total phases
3 I & II as outlined in Consultant's cost proposal,
4 attached hereto, marked Exhibit "B".
5 Payment to Consultant for services provided under
6 this agreement shall be on a monthly basis with project
7 costs identified by Consultant in four expense
8 categories: direct engineering expense; travel; perdiem
9 expense; general & Administrative expense; and
10 profit/fee expense.
11 B. Manner of Compensation
12 (1) The Consultant shall submit an invoice for
13 payment to the City Administrator's Office in such
14 manner that Consultant shall be paid monthly.
15 (2) Consultant shall assume and pay all out-
16 of-pocket expenses and costs of performing services
17 under this agreement except as otherwise specifically
18' provided herein, and City shall not be liable for any
19 such costs and expenses.
20 4. General Description of Work to be Done.
21 City hereby retains Consultant to perform
22 appropriate communications surveys; needs assessments,
23 analyses, design & comprehensive planning necessary to
24 meet the requirements of the cities of Colton, Fontana,
25 Loma Linda, Redlands, Rialto, San Bernardino and the
26 Central Valley Fire District which collectively make up
27 the "East End" communication system.
28 Included, will be the analysis of existing communi-
cations systems, communication centers, control systems,
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and communications maintenance and service functions.
1 The optimum system configuration(s) that will meet the
2 existing and long term communications requirements of
3 the East End Public Safety agencies and Public Service
4 agencies will be identified.
5 The result will be the provision of both short and
6 long term comprehensive solutions to the East End
7 communication system needs for normal operations as well
8 as an integrated system that will fulfill the emergency
9 response needs of East End cities.
10 5. Amendments.
11 This agreement may be amended or modified only by
12 written agreement executed by both parties.
13 6. Assiqnment.
14 Consultant's rights under this agreement shall not
15 be assigned by Consultant to any other person, firm or
16 corporation without the prior written consent of the
17 City.
18 7. Relationship of Parties.
19 Consultant is acting as an independent contractor,
20 and not as an employee of the city. In the performance
21 of personal services pursuant to the provisions of this
22 agreement, Consultant shall not be supervised, directed,
23 or under the control or authority of any City officer or
24 employee, except and to the extent as may be expressly
25 or implicitly required by the terms and provisions of
26 this agreement. Any direction or control so required
27 under this agreement shall be limited to broad
28 objectives or goals of the project or program to be
accomplished and not to the details and procedures to
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accomplish such objectives or goals. Consultant shall
not be obligated to conform to the supervision or
direction of City officers or employees which are not
authorized herein. Changes or modifications of said
objectives and goals may be made by written recommenda-
tions of either party subject to the concurrence of the
other party in writing.
8. Hold Harmless.
Consultant shall indemnify and hold harmless, the
City, its elective and appointive boards, commissions,
officers, agents and employees from any liability for
damage, personal injury or death arising out of any
willful or negligent act, error or omission of the
Consultant incidental to the performance of the
Consultant's professional services under this agreement.
Neither Consultant nor any of its subconsultants will be
liable under this section for damage, personal injury or
death directly caused or resulting from the sole
negligence of the City or any of its elective and
appointive boards, commissions, officers, agents and
employees.
The Consultant shall not commence any work pursuant to
this Agreement until all insurance required under this
section has been obtained and such insurance has been
approved by the City. The Consultant shall maintain
during the term of this Agreement the following
insurance:
A. Automobile Liability Insurance
owned, non-owned and hired vehicles used
with the work in an amount not less
covering all
in connection
than $300,000
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combined single limit per occurrence for bodily injury
1 and property damage.
2 B. Professional Liability Insurance in the amount
3 of $250,000 with deductible per claim, if any, not to
4 exceed ten percent (10%) of the limit of liability
5 providing for all sums which the Consultant shall become
6 legally obligated to pay as damages for claims arising
7 out of the services performed by the Consultant or any
8 person employed by the Consultant in connection with
9 this Agreement.
10 C. Public Liability Insurance, on a comprehensive
11 basis, in an amount not less than $1,000,000 combined
12 single limit per occurrence for bodily injury and
13 property damage. The policy must be endorsed to show
14 the City of San Bernardino as additional insured.
15 The Consultant shall furnish certificates of
16 insurance to the City prior to the commencement of
17 operations, which certificates shall clearly indicate
18 that the Consultant has obtained insurance in the type,
19 amount, and classification as required for strict
20 compliance with this section and that no material change
21 or cancellation of this insurance shall be effective
22 without thirty (30) days prior written notice to the
23 city.
24 9. Attorney's Fees.
25 In the event an action is filed by either party to
26 enforce rights under this agreement, the prevailing
27 party shall be entitled to recover reasonable attorney's
28 fee in addition to any other relief granted by the
court.
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10. Terminated bv city.
1 Notwithstanding any other provision of this
2 Agreement, the City, by notifying Consultant in writing,
3 may terminate all or a portion of the services agreed to
4 be performed under this Agreement with or without cause.
5 Consultant sh~ll be given five (5) days written notice
6 for failure of Consultant to perform obligations under
7 the contract in a satisfactory manner, and thirty (30)
8 days written notice if termination is for other reasons.
9 Notice shall be mailed posted to the address set forth
10 herein for the receipt of notices. In the event of any
11 termination, Consultant shall have the right and obliga-
12 tion to immediately assemble work in progress and
13 forward same to the City. All charges outstanding at
14 the time of termination shall be payable by the city to
15 Consultant within thirty-five days following submission
16 of final statement by the Consultant.
17 11. Acceptance of Final Payment Constitutes
18 Release.
19 The acceptance by Consultant of the final payment
20 made according to the terms of this Agreement shall
21 operate and be a release to the city, and every employee
22 and agent thereof, from all claims and liabilities to
23 Consultant for anything done or furnished for or
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relating to the work or services, or for any act or
failure to act of the City relating to or arising out of
work and this agreement.
12. Acknowledqment.
(a) Consultant acknowledges and agrees that City
is the sole and exclusive owner of all rights and
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remedies in and to certain confidential ideas and
1 secrets concerning the operations of City, any products
2 or information resulting, in whole or in part, from the
3 work performed under this agreement, and all products or
4 information derived or to be derived from said work,
5 regardless of whether City's or Consultant's work is
6 subject to patent, copyright, or other protection.
7 (b) In the event that any work performed under
8 this agreement is or becomes the subject of a patent
9 application, patent, copyright, or other rights under
10 the laws of the united states or any other country,
11 Consultant agrees and understands that City shall have
12 all the rights and remedies available to City under the
13 law as a result of such patent applications, patents,
14 copyrights, or other rights.
15 13. Confidentiality and Non-Disclosure.
16 (a) Consultant acknowledges that during the
17 Consultation, Consultant has had and/or shall have
18 access to and has become and/or shall or may become
19 aware of secret information. Consultant agrees to hold
20 in confidence all such secret information disclosed to
21 Consultant or developed by Consultant in connection with
22 the work performed under this agreement, either in
23 writing, verbally, or as a result of the Consultant
24 except:
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(1) Information which, at the time of
disclosure, is in the public domain or which, after
disclosure, becomes part of the public domain by publi
cation or otherwise through no action or fault of
Consultant; or
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(2) Information which Consultant can show
1 is in its possession at the time of disclosure and was
2 not acquired, directly or indirectly, from City;
3 (3) Information which was received by
4 Consultant from a third party having the legal right to
5 transmit that information. Nothing in this paragraph is
6 intended to nor shall make confidential records or
7 information which is otherwise made open to public
8 inspection by law.
9 (b) Consultant shall not, without the written
10 permission of the City Administrator, use the secret
11 information, which Consultant is obligated hereunder to
12 maintain in confidence, for any reason other than to
13 enable Consultant to properly and completely perform
14 under this agreement.
15 (c) Consultant shall not reproduce or make copies
16 of the secret information or Consultant's output, except
17 as required in the performance of this agreement. Upon
18 termination of the agreement for any reason whatsoever,
19 Consultant shall promptly deliver to city all correspon-
20 dence, drawings, blueprints, manuals, letters, notes,
21 notebooks, reports, flow-charts, programs, proposals, or
22 documents concerning City.
23 (d) Except as may be required for performance of
24 this agreement, Consultant shall not, during or at any
25 time subsequent to this agreement, unless City has given
26 prior written consent, disclose or use the secret
27 information or engage in or refrain from any action,
28 where such action or inaction may result (1) in the
unauthorized disclosure of any or all such secrets to
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any person or entity; or (2) in the infringement of any
1 or all such rights.
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(e)
Consultant shall immediately notify City of
3 any information which comes to Consultant's attention
4 which does or might indicate that there has been any
5 loss of confidentiality of such secrets or breach of
6 such rights.
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(f) Consultant shall limit the disclosure of the
8 secret information to those persons in Consultant's
9 organization or the City, who have a need to know all or
10 part of the secret information. Consultant shall make
11 such disclosure to each such person limited to that
12 portion of the secret information that that person needs
13 to know. Consultant shall inform each such person of
14 the provisions of this agreement
regarding secret
15 information and shall make reasonable efforts to insure
16 that each such person shall abide by those provisions.
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14. Notices.
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Any notice required to be given hereunder shall be
19 deemed to have been given by depositing said notice in
20 the united states mail, postage prepaid, and addressed
21 as follows:
22
23 city:
Consultant:
24 Shauna Clark, city Clerk
City of San Bernardino
25 300 North "0" Street
San Bernardino, CA 92418
OMNICOM, INC.
325 John Knox Road
suite E-204
Tallahassee, FL 32303
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27 Nothing in this paragraph shall be construed to prohibit
28 the giving of such notice by personnel service.
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AGREEMENT WITH OMNICOH RELATING TO CONSULTING SERVICES
CONNECTED WITH THE PROJECT TITLED "EAST END RADIO
COHMUNICATIONS IMPROVEMENT PROJECT."
15. Entire Aqreement.
This contract constitutes the entire Agreement
between city and Consultant and may be modified only by
further written agreement between the parties.
IN WITNESS WHEREOF,
this Agreement
has been
executed by the parties effective as of the date and
year first above written.
ATTEST:
CITY OF SAN BERNARDINO, a
Municipal Corporation of
the State of Califo
ve~4~,:(.;~ft/
shaur:a Clark
City Cle:r.k
By:
Approved as to form
and legal content:
JAMES F. PENMAN
City Attorney
BY:~f
10/30/89
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10.0 PROJECf COSTS
EXHIBIT "B"
II
OMNICOM, InC. will provide the professional services described in this proposal
for the costs presented herein. Firm costs are presented for each of the two
phases of the Project, and include detailed calculations of Engineering hours and
rates, travel and per diem expenses, administrative costs and profit.
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If an increase or decrease in project scope is required to fulfill the project goals
and objectives, these costs may be adjusted accordingly.
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The costs presented herein do not include:
Microwave or land mobile radio frequency coordination fees or
licensing fees that may be imposed by the frequency coordinating
agency or the FCC.
Communications tower structural analysis fees, if required.
Environmental Impact Study fees.
If any of the above fees are required they will be invoiced to the East End at
actual cost.
It is proposed that OMNICOM, Inc. invoice the East End on a monthly basis for
professional services performed and expenses incurred.
OMNICOM's Federal ID Number is 59-2154481.
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10.2 Cost Detail, Phase I - Site Survey, and Needs Assessment and Interviews
DIRECT ENGINEERING EXPENSE
Project Director, 96 Hrs. @ $45
Senior Project Engineer, 94 Hrs. @ $42
Project Engineer, 90 Hrs. @ $40
Engineering Overhead @ 55%
$ 4,320
3,948
3,600
6,527
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$ 18,395
TRAVEL AND PER DIEM EXPENSES
4 Round Trip Airline Fare @ $958
17 Man Days Per Diem @ $105
8 Days Rental Vehicle @ $65
$ 3,832
1,785
520
$ 6,137
GENERAL ANn ADMINISTRATIVE EXPENSES
General and Administrative Expense @ 11 %
$ 2,698
PROFITIFEE EXPENSE
Profit/Fee @ 10%
$ 2,723
TOTAL, PHASE I
$ 29,954
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10.3 Cost Detail, Phase II · Alternative Configurations and Comprehensive Plan
DIRECT ENGINEERING EXPENSE
Project Director, 120 Hrs. @ $45
Senior Project Engineer, 68 Hrs. @ $42
Project Engineer, 71 Hrs. @ $40
Engineering Overhead @ 55%
$ 5,400
2,856
2,880
6,125
TRAVEL AND PER DIEM EXPENSES
4 Round Trip Airline Fare @ $958
6 Man Days Per Diem @ $105
5 Days Rental Vehicle @ $65
$ 3,832
630
325
GENERAL AND ADMINISTRATIVE EXPENSES
General and Administrative Expense @ 11 %
PROFITIFEE EXPENSE
Profit/Fee @ 10%
TOTAL, PHASE II
TOTAL PHASES I & II
6
$ 17,261
$ 4,787
$ 2,425
$ 2,447
$ 26,920
$ 56,874
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