HomeMy WebLinkAbout2019-292Resolution No. 2019-292
RESOLUTION NO. 2019-292
RESOLUTION OF THE MAYOR AND CITY COUNCIL OF
THE CITY OF SAN BERNAR LlINO, _ CALIFORNIA,
APPROVING A PROFESSIONAL SERVICES
AGREEMENT WITH IWORQ SYSTEM IN THE AMOUNT
OF $122,400 TO PROVIDE A CITYWIDE PAVEMENT
CONDITION ASSESSMENT; AND AUTHORIZE THE CITY
MANAGER OR DESIGNEE TO SIGN AND EXECUTE THE
CONTRACT
WHEREAS, The Department of Public Works is responsible for maintaining streets
citywide; and
WHEREAS, Pavement Management System (PMA) is a scientific method to evaluate
street pavement to rate the condition of all public street segments; and
WHEREAS, the PMA study for the public street segments was conducted in 2008; and
WHEREAS, the PMA study for the public street segments was updated in 2015; and
WHEREAS, the PMA study for the public street segments needs to be updated.
BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF
SAN BERNARDINO AS FOLLOWS.
SECTION 1. The above recitals are true and correct and are incorporated herein by this
reference.
SECTION 2. The City Manager or designee is hereby authorized and directed to execute
the Professional Services Agreement with iWorQ Systems in the amount of $122,400 to provide
a citywide pavement condition assessment, a copy of which is attached as Exhibit "A" and
incorporated herein.
SECTION 3. The City Council finds this Resolution is not subject to the California
Environmental Quality Act (CEQA) in that the activity is covered by the general rule that CEQA
applies only to projects which have the potential for causing a significant effect on the
environment. Where it can be seen with certainty, as in this case, that there is no possibility that
the activity in question may have a significant effect on the environment, the activity is not
subject to CEQA.
SECTION 4. Severability. If any provision of this Resolution or the application thereof
to any person or circumstance is held invalid, such invalidity shall not affect other provisions or
applications, and to this end the provisions of this Resolution are declared to be severable.
SECTION 5. Effective Date. This Resolution shall become effective immediately.
APPROVED and ADOPTED by the City
by the City Clerk this 18' day of September 2019,
Attest:
�OtGeorgeann loan , MMC, City Clerk
4�
Approved as to form:
Gary D. Saenz, City Attorney
Resolution No. 2019-292
and signed by the Mayor and attested
t.
John Valdivia, Mayor
City of San Bernardino
Resolution No. 2019-292
CERTIFICATION
STATE OF CALIFORNIA)
COUNTY OF SAN BERNARDINO) ss
CITY OF SAN BERNARDINO )
I, Georgeann Hanna, MMC, City Clerk, hereby certify that the attached is a true copy of
Resolution No. 2019-292, adopted at a regular meeting held on the 18d' day of September 2019
by the following vote:
Council Members:
SANCHEZ
MARRA
FIGUEROA
SHORETT
NICKEL
RICHARD
MULVIHILL
AYES
A
0
NAYS ABSTAIN ABSENT
WITNESS my hand and official seal of the City of San Bernardino this 18'h day of September
2019.
Ic-ii-eorgeann WC, City Clerk
PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO
AND iWorQ SYSTEM
This Agreement is made and entered into as of September 18, 2019 by and between the
undeCity of San Bernardino, a charter city and municipal corporation organized and operating
the laws of the State of California with its principal place of business at Vanir Tower,
290 North
D Street, San Bernardino, CA 92401 ("City'), and iWorkQ System, a Sole Partnership with its
principal place of business at 1125 West 400 North, Suite 102, Logan UT 84321 (hereinafter
referred to as "Consultant). City and Consultant are hereinafter sometimes referred to
individually as "Party" and collectively as the "Parties."
RECITALS
A. City is a public agency of the State of California and is in need of professional
services for the following project:
Citywide Pavement Condition Assessment (hereinafter referred to as "the Project").
B. Consultant is duly licensed and has the necessary qualifications to provide such
services.
C. The Parties desire by this Agreement to establish the terms for City to retain
Consultant to provide the services described herein.
AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. Incorporation of Recitals. The recitals above are true and correct and are hereby
incorporated herein by this reference.
2. Services. Consultant shall provide the City with the services described in the
Scope of Services attached hereto as Exhibit "A."
3. Professional Practices. All professional services to be provided by Consultant
pursuant to this Agreement shall be provided by personnel identified in their proposal.
Consultant warrants that Consultant is familiar with all laws that may affect its performance of
this Agreement and shall advise City of any changes er represents that no City
yect employee vvrt ll
performance of this Agreement. Consultant
provide any services under this Agreement.
4. Comuensation.
a. Subject to paragraph 4(b) below, the City shall pay for such services in
accordance with the Schedule of Charges set forth in Exhibit "A."
es rendered by Consultant
b. In no event shallf $12 400 This e total amount amount is toaid for ccover all related costs, and
under this Agreement exceed the sum
the City will not pay any additional fees for printing expenses. Consultant may submit invoices
to City for approval. Said invoice shall be based on the total of all Consultant's services which
have been completed to City's sole satisfaction. City shall pay Consultant's invoice within forty-
five (45) days from the date City receives said invoice. The invoice shall describe in detail the
services performed and the associated time for completion. Any additional services approved
and performed pursuant to this Agreement shall be designated as "Additional Services" and shall
identify the number of the authorized change order, where applicable, on all invoices.
5. Additional Work. If changes in the work seem merited by Consultant or the City,
and informal consultations with the other party indicate that a change is warranted, it shall be
processed in the following manner: a letter outlining the changes shall be forwarded to the City
by Consultant with a statement of estimated changes in fee or time schedule. An amendment to
this Agreement shall be prepared by the City and executed by both Parties before performance of
such services, or the City will not be required to pay for the changes in the scope of work. Such
amendment shall not render ineffective or invalidate unaffected portions of this Agreement.
6. Term. This Agreement shall commence on the Effective Date and continue
through the completion of services as set forth in Exhibit "A," unless the Agreement is
previously terminated as provided for herein ("Term").
7. Maintenance of Records: Audits.
a. Records of Consultant's services relating to this Agreement shall be
maintained in accordance with generally recognized accounting principles and shall be made
available to City for inspection and/or audit at mutually convenient times for a period of four (4)
years from the Effective Date.
b. Books, documents, papers, accounting records, and other evidence
pertaining to costs incurred shall be maintained by Consultant and made available at all
reasonable times during the contract period and for four (4) years from the date of final payment
under the contract for inspection by City.
8. Time of Performance. Consultant shall perform its services in a prompt and
timely manner and shall commence performance upon receipt of written.notice from the City to
proceed. Consultant shall complete the services required hereunder within Term.
9. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this
Agreement for delays in performance caused by circumstances beyond the reasonable control of
the non-performing Party. For purposes of this Agreement, such circumstances include but are
not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and
other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances;
sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing Party shall, within a
reasonable time of being prevented from performing, give written notice to the other Party
describing the circumstances preventing continued performance and the efforts being made to
resume performance of this Agreement.
Pa
10. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and
regulations of the federal, state and local government, including Cal/OSBA requirements.
b. If required, Consultant shall assist the City, as requested, in obtaining and
maintaining all permits required of Consultant by federal, state and local regulatory agencies.
C. If applicable, Consultant is responsible for all costs of clean up and/ or
removal of hazardous and toxic substances spilled as a result of his or her services or operations
performed under this Agreement.
Il. Standard of Care. Consultant's services will be performed in accordance with
generally accepted professional practices and principles and in a manner consistent with the level
of care and skill ordinarily exercised by members of the profession currently practicing under
similar conditions.
12. Conflicts of Interest. During the term of this Agreement, Consultant shall at all
times maintain a duty of loyalty and a fiduciary duty to the City and shall not accept payment
from or employment with any person or entity which will constitute a conflict of interest with the
City.
13. City Business Certificate. Consultant shall, prior to execution of this Agreement,
obtain and maintain during the term of this Agreement a valid business registration certificate
from the City pursuant to Title 5 of the City's Municipal Code and any and all other licenses,
permits, qualifications, insurance, and approvals of whatever nature that are legally required of
Consultant to practice his/her profession, skill, or business.
14. AssigMent and Sub -consultant. Consultant shall not assign, sublet, or transfer
this Agreement or any rights under or interest in this Agreement without the written consent of
the City, which may be withheld for any reason. Any attempt to so assign or so transfer without
such consent shall be void and without legal effect and shall constitute grounds for termination.
Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in
this Agreement. Nothing contained herein shall prevent Consultant from employing independent
associates and sub -consultants as Consultant may deem appropriate to assist in the performance
of services hereunder.
15. Independent Consultant. Consultant is retained as an independent contractor and
is not an employee of City. No employee or agent of Consultant shall become an employee of
City. The work to be performed shall be in accordance with the work described in this
Agreement, subject to such directions and amendments from City as herein provided.
16. Insurance. Consultant shall not commence work for the City until it has provided
evidence satisfactory to the City it has secured all insurance required under this section. In
addition, Consultant shall not allow any subcontractor to commence work on any subcontract
until it has secured all insurance required under this section.
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a- Additional Insured
The City of San Bernardino, its officials, officers, employees, agents, and
volunteers shall be named as additional insureds on Consultant's and its sub -consultants' policies
of commercial general liability and automobile liability insurance using the endorsements and
forms specified herein or exact equivalents.
b. Commercial General Liabili
(i) The Consultant shall take out and maintain, during the
performance of all work under this Agreement, in amounts not less than specified herein,
Commercial General Liability Insurance, in a form and with insurance companies acceptable to
the City.
(ii) Coverage for Commercial General Liability insurance shall be at
least as broad as the following:
Insurance Services Office Commercial General Liability coverage
(Occurrence Form CG 00 01) or exact equivalent.
for the following:
(iii) Commercial General Liability Insurance must include coverage
(1) Bodily Injury and Property Damage
(2) Personal Injury/Advertising Injury
(3) Premises/Operations Liability
(4) Products/Completed Operations Liability
(5) Aggregate Limits that Apply per Project
(6) Explosion, Collapse and Underground (UCS exclusion
deleted
(7) Contractual Liability with respect to this Contract
(8) Broad Form Property Damage
(9) Independent Consultants Coverage
(iv) The policy shall contain no endorsements or provisions limiting
coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one
insured against another; (3) products/completed operations liability; or (4) contain any other
exclusion contrary to the Agreement.
(v) The policy shall give City, its elected and appointed officials,
officers, employees, agents, and City -designated volunteers additional insured status using ISO
endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same
coverage.
(vi) The general liability program may utilize either deductibles or
provide coverage excess of a self-insured retention, subject to written approval by the City, and
provided that such deductibles shall not apply to the City as an additional insured -
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C. Automobile Liability
(i) At all times during the performance of the work under this
Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and
property damage including coverage for owned, non -owned and hired vehicles, in a form and
with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as
broad as Insurance Services Office Form Number CA 00 01 covering automobile liability
(Coverage Symbol 1, any auto).
(iii) The policy shall give City, its elected and appointed officials,
officers, employees, agents and City designated volunteers additional insured status.
(iv) Subject to written approval by the City, the automobile liability
program may utilize deductibles, provided that such deductibles shall not apply to the City as an
additional insured, but not a self-insured retention.
d. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of
Section 3700 of the California Labor Code which requires every employer to be insured against
liability for workers' compensation or to undertake self-insurance in accordance with the
provisions of that code, and he/she will comply with such provisions before commencing work
under this Agreement.
(ii) To the extent Consultant has employees at any time during the
term of this Agreement, at all times during the performance of the work under this Agreement,
the Consultant shall maintain full compensation insurance for all persons employed directly by
him/her to carry out the work contemplated under this Agreement, all in accordance with the
"Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of
California and any acts amendatory thereof, and Employer's Liability Coverage in amounts
indicated herein. Consultant shall require all sub -consultants to obtain and maintain, for the
period required by this Agreement, workers' compensation coverage of the same type and limits
as specified in this section.
e. Professional Liabilit Errors and Omissions
At all times during the performance of the work under this Agreement the Consultant
shall maintain professional liability or Errors and Omissions insurance appropriate to its
profession, in a form and with insurance companies acceptable to the City and in an amount
indicated herein. This insurance shall be endorsed to include contractual liability applicable to
this Agreement and shall be written on a policy form coverage specifically designed to protect
against acts, errors or omissions of the Consultant. "Covered Professional Services" as
designated in the policy must specifically include work performed under this Agreement. The
policy must "pay on behalf of the insured and must include a provision establishing the insurer's
duty to defend.
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f Minimum Policy Limits Re aired
(i) The following insurance limits are required for the Agreement:
Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate
for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 per occurrence for bodily injury and
property damage
Employer's Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and
omissions)
(ii) Defense costs shall be payable in addition to the limits.
(iii) Requirements of specific coverage or limits contained in this
section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of
any coverage normally provided by any insurance. Any available coverage shall be provided to
the parties required to be named as Additional Insured pursuant to this Agreement.
g. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City
evidence of insurance from an insurer or insurers certifying to the coverage of all insurance
required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's
equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-
S or equivalent), together with required endorsements. All evidence of insurance shall be
signed by a properly authorized officer, agent, or qualified representative of the insurer and
shall certify the names of the insured, any additional insureds, where appropriate, the type and
amount of the insurance, the location and operations to which the insurance applies, and the
expiration date of such insurance.
h. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior
written notice of cancellation of any policy required by this Agreement, except that the
Consultant shall provide at least ten (10) days prior written notice of cancellation of any such
policy due to non-payment of the premium. If any of the required coverage is cancelled or
expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s)
including the General Liability Additional Insured Endorsement to the City at least ten (10)
days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy
shall each contain a provision stating that Consultant's policy is primary insurance and that any
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insurance, self-insurance or other coverage maintained by the City or any named insureds shall
not be called upon to contribute to any loss.
(iii) The retroactive daze (if any) of each policy is to be no later than the
effective date of this Agreement. Consultant shall maintain such coverage continuously for a
period of at least three years after the completion of the work under this Agreement. Consultant
shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced
past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if
the policy is replaced by another claims -made policy with a retroactive date subsequent to the
effective date of this Agreement.
(iv) All required insurance coverages, except for the professional
liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the
City, its officials, officers, employees, agents, and volunteers or shall specifically allow
Consultant or others providing insurance evidence in compliance with these specifications to
waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each
of its sub -consultants.
(v) The limits set forth herein shall apply separately to each insured
against whom claims are made or suits are brought, except with respect to the limits of liability.
Further the limits set forth herein shall not be construed to relieve the Consultant from liability
in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the
City and shall not preclude the City from taking such other actions available to the City under
other provisions of the Agreement or law.
i. Qualifyina Insurers
(i) All policies required shall be issued by acceptable insurance
companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies
with a current A.M. Best's rating of no less than ANII and admitted to transact in the
business of insurance in the State of California, or otherwise allowed to place insurance
through surplus line brokers under applicable provisions of the California Insurance Code
or any federal law.
j. Additional Insurance Provisions
(i) The foregoing requirements as to the types and limits of insurance
coverage to be maintained by Consultant, and any approval of said insurance by the City, is not
intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise
assumed by the Consultant pursuant to this Agreement, including, but not limited to, the
provisions concerning indemnification.
(ii) If at any time during the life of the Agreement, any policy of
insurance required under this Agreement does not comply with these specifications or is
canceled and not replaced, City has the right but not the duty to obtain the insurance it deems
necessary and any premium paid by City will be promptly reimbursed by Consultant or City
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will withhold amounts sufficient to pay premium from Consultant payments. In the alternative,
City may cancel this Agreement.
(iii) The City may require the Consultant to provide complete copies of
all insurance policies in effect for the duration of the Project.
(iv) Neither the City nor the City Council, nor any member of the City
Council, nor any of the officials, officers, employees, agents or volunteers shall be personally
responsible for any liability arising under or by virtue of this Agreement.
k. Sub -consultant Insurance Requirements. Consultant shall not allow any
subcontractors or sub -consultants to commence work on any subcontract until they have
provided evidence satisfactory to the City that they have secured all insurance required under
this section. Policies of commercial general liability insurance provided by such subcontractors
or sub -consultants shall be endorsed to name the City as an additional insured using ISO form
CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by
Consultant, City may approve different scopes or minimum limits of insurance for particular
subcontractors or sub -consultants.
17. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with
counsel reasonably approved by the City), indemnify and hold the City, its elected and appointed
officials, officers, employees, agents, and authorized volunteers free and harmless from any and
all claims, demands, causes of action, suits, actions, proceedings, costs, expenses, liability,
judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, to
property or persons, including wrongful death, (collectively, "Claims") in any manner arising out
of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of
Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection
with the performance of the Consultant's services, the Project, or this Agreement, including
without limitation the payment of all consequential damages, expert witness fees and attorneys'
fees and other related costs and expenses. Notwithstanding the foregoing, to the extent
Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be
limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain
to, or relate to the negligence, recklessness, or willful misconduct of the Consultant.
Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the City, the City Council, members of the City Council, its employees, or
authorized volunteers.
b. Additional Indemni Obli ations. Consultant shall defend, with counsel
of City's choosing and at Consultant's own cost, expense and risk, any and all Claims covered by
this section that may be brought or instituted against the City, its elected and appointed officials,
employees, agents, or authorized volunteers. Consultant shall pay and satisfy any judgment,
award or decree that may be rendered against the City, its elected and appointed officials,
employees, agents, or authorized volunteers as part of any such claim, suit, action or other
proceeding. Consultant shall also reimburse City for the cost of any settlement paid by the City,
its elected and appointed officials, employees, agents, or authorized volunteers as part of any
such claim, suit, action or other proceeding. Such reimbursement shall include payment for the
City's attorney's fees and costs, including expert witness fees. Consultant shall reimburse the
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City, its elected and appointed officials, employees, agents, or authorized volunteers, for any and
all legal expenses and costs incurred by each of them in connection therewith or in enforcing the
indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to
insurance proceeds, if any, received by the City, its elected and appointed officials, employees,
agents, or authorized volunteers.
18. California Labor Code R uirements. Consultant is aware of the requirements of
California Labor Code Sections 1720 et sgg. and 1770 et §N., as well as California Code of
Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the
payment of prevailing wage rates and the performance of other requirements on certain "public
works" and "maintenance" projects. If the Services are being performed as part of an applicable
"public works" or "maintenance" project, as defined by the Prevailing Wage Laws, Consultant
agrees to fully comply with such Prevailing Wage Laws, if applicable. Consultant shall defend,
indemnify and hold the City, its elected officials, officers, employees and agents free and
harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or
alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the
Consultant and all sub -consultants to comply with all California Labor Code provisions, which
include but are not limited to prevailing wages, employment of apprentices, hours of labor and
debarment of contractors and subcontractors.
If the Services are being performed as part of an applicable "public works" or
"maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant
and all sub -consultants performing such Services must be registered with the Department of
Industrial Relations. Consultant shall maintain registration for the duration of the Project and
require the same of any sub -consultants, as applicable. This Project may also be subject to
compliance monitoring and enforcement by the Department of Industrial Relations. It shall be
Consultant's sole responsibility to comply with all applicable registration and labor compliance
requirements.
19. Verification of Employment Eligibility. By executing this Agreement, Consultant
verifies that it fully complies with all requirements and restrictions of state and federal law
respecting the employment of undocumented aliens, including, but not limited to, the
Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall
require all sub -consultants and sub -sub -consultants to comply with the same.
20. Laws and Venue. This Agreement shall be interpreted in accordance with the
laws of the State of California. If any action is brought to interpret or enforce any term of this
Agreement, the action shall be brought in a state or federal court situated in the County of San
Bernardino, State of California.
21. Termination or Abandonment
a_ City has the right to terminate or abandon any portion or all of the work
under this Agreement by giving ten (10) calendar days' written notice to Consultant. In such
event, City shall be immediately given title and possession to all original field notes, drawings
and specifications, written reports and other documents produced or developed for that portion of
the work completed and/or being abandoned. City shall pay Consultant the reasonable value of
services rendered for any portion of the work completed prior to termination. If said termination
occurs prior to completion of any task for the Project for which a payment request has not been
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received, the charge for services performed during such task shall be the reasonable value of
such services, based on an amount mutually agreed to by City and Consultant of the portion of
such task completed but not paid prior to said termination. City shall not be liable for any costs
other than the charges or portions thereof which are specified herein. Consultant shall not be
entitled to payment for unperformed services, and shall not be entitled to damages or
compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under
this Agreement upon thirty (30) calendar days' written notice to City only in the event of
substantial failure by City to perform in accordance with the terms of this Agreement through no
fault of Consultant.
22. Attorneys' Fees. In the event that litigation is brought by any Party in connection
with this Agreement, the prevailing Party shall be entitled to recover from the opposing Party all
costs and expenses, including reasonable attorneys' fees, incurred by the prevailing Party in the
exercise of any of its rights or remedies hereunder or the enforcement of any of the terms,
conditions, or provisions hereof. The costs, salary, and expenses of the City Attorney's Office in
enforcing this Agreement on behalf of the City shall be considered as "attorneys' fees" for the
purposes of this Agreement.
23. Responsibility for Errors. Consultant shall be responsible for its work and results
under this Agreement. Consultant, when requested, shall furnish clarification and/or explanation
as may be required by the City's representative, regarding any services rendered under this
Agreement at no additional cost to City. In the event that an error or omission attributable to
Consultant's professional services occurs, Consultant shall, at no cost to City, provide all other
services necessary to rectify and correct the matter to the sole satisfaction of the City and to
participate in any meeting required with regard to the correction.
24. Prohibited Employment. Consultant shall not employ any current employee of
City to perform the work under this Agreement while this Agreement is in effect.
25. Costs. Each Party shall bear its own costs and fees incurred in the preparation and
negotiation of this Agreement and in the performance of its obligations hereunder except as
expressly provided herein.
26. Documents. Except as otherwise provided in "Termination or Abandonment,"
above, all original field notes, written reports, Drawings and Specifications and other documents,
produced or developed for the Project shall, upon payment in full for the services described in
this Agreement, be furnished to and become the property of the City.
27. Organization. Consultant shall assign Rex King as Project Manager. The Project
Manager shall not be removed from the Project or reassigned without the prior written consent of
the City.
28. Limitation of Agreement. This Agreement is limited to and includes only the
work included in the Project described above.
29. Notice. Any notice or instrument required to be given or delivered by this
Agreement may be given or delivered by depositing the same in any United States Post Office,
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certified mail, return receipt requested, postage prepaid, addressed to the following addresses and
shall be effective upon receipt thereof-
CITY:
hereof
CITY:
CONSULTANT:
City of San Bernardino iWorQ System
Vanir Tower, 290 North D Street 1125 West 400 North, Suite 102,
San Bernardino, CA 92401 Logan UT 84321
Attn Alex Qishta, P.E. Rex King
Acting Public Works Director/City Engineer Project Manager
With Copy To:
City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Attorney
30. Third Party Rights. Nothing in this Agreement shall be construed to give any
rights or benefits to anyone other than the City and the Consultant.
31. Egual Opportunity. Employment. Consultant represents that it is an equal
opportunity employer and that it shall not discriminate against any employee or applicant for
employment because of race, religion, color, national origin, ancestry, sex, age or other interests
protected by the State or Federal Constitutions. Such non-discrimination shall include, but not
be limited to, all activities related to initial employment, upgrading, demotion, transfer,
recruitment or recruitment advertising, layoff or termination.
32. Entire Agreement. This Agreement, including Exhibit "A," represents the entire
understanding of City and Consultant as to those matters contained herein, and supersedes and
cancels any prior or contemporaneous oral or written understanding, promises or representations
with respect to those matters covered hereunder. Each Party acknowledges that no
representations, inducements, promises, or agreements have been made by any person which are
not incorporated herein, and that any other agreements shall be void. This is an integrated
Agreement.
33. Severability. If any provision of this Agreement is determined by a court of
competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such determination
shall not affect the validity or enforceability of the remaining terms and provisions hereof or of
the offending provision in any other circumstance, and the remaining provisions of this
Agreement shall remain in full force and effect.
34. Successors and Assi ns. This Agreement shall be binding upon and shall inure to
the benefit of the successors in interest, executors, administrators and assigns of each Party to
this Agreement. However, Consultant shall not assign or transfer by operation of law or
otherwise any or all of its rights, burdens, duties or obligations without the prior written consent
of City. Any attempted assignment without such consent shall be invalid and void.
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35. Non -Waiver. The delay or failure of either Party at any time to require
performance or compliance by the other Parry of any of its obligations or agreements shall in no
way be deemed a waiver of those rights to require such performance or compliance. No waiver
of any provision of this Agreement shall be effective unless in writing and signed by a duly
authorized representative of the Party against whom enforcement of a waiver is sought. The
waiver of any right or remedy with respect to any occurrence or event shall not be deemed a
waiver of any right or remedy with respect to any other occurrence or event, nor shall any waiver
constitute a continuing waiver.
36. Time of Essence. Time is of the essence for each and every provision of this
Agreement.
37. Headings. Paragraphs and subparagraph headings contained in this Agreement
are included solely for convenience and are not intended to modify, explain, or to be a full or
accurate description of the content thereof and shall not in any way affect the meaning or
interpretation of this Agreement.
38. Amendments. Only a writing executed by all of the Parties hereto or their
respective successors and assigns may amend this Agreement.
39. Cit 's Right to Em lov Other Consultants. City reserves its right to employ other
consultants, including engineers, in connection with this Project or other projects.
40. Prohibited Interests. Consultant maintains and warrants that it has neither
employed nor retained any company or person, other than a bona fide employee working solely
for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not
paid nor has it agreed to pay any company or person, other than a bona fide employee working
solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For breach or
violation of this warranty, City shall have the right to rescind this Agreement without liability.
For the term of this Agreement, no official, officer or employee of City, during the term of his or
her service with City, shall have any direct interest in this Agreement, or obtain any present or
anticipated material benefit arising therefrom.
41. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original. All counterparts shall be construed together and shall
constitute one single Agreement.
42. Authority. The persons executing this Agreement on behalf of the Parties hereto
warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that
by doing so, the Parties hereto are formally bound to the provisions of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
12
SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO
AND IWORQ SYSTEM
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
written above.
CITY OF SAN BERNARDINO
Approve{ By:
A-
Teri Ledoux
City Manager
Approved as to Form:
****Approved Form****
Gary D. Saenz
City Attorney
Attested By:
7qi
kiGeorgeann a, MMC
D City Clerk
13
CONSULTANT
Signature
Name
Title
EXHIBIT A
14
CERTIFICATE OF LIABILITY INSURANCE
A� o® 9/16/2019
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terns and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
Leavitt Group of Northern Utah, Inc.
120 West Cache Valley Blvd
Suite 110
Logan UT 84341
CUNTACI NAME: Jill Roberts
"E (435)752-1351 M N. ta663ss3-5245
E-MAIL
,,DREss:Jill-roberts@leavitt.com
MSURSR 5 AFFORDING COVERAGE NAIL 0
BLSURERA:CNA Insurance C2Many 818313
INSURED
iWorQ Systems Inc., Public Works 1
PO Boz 3784
Logan UT 84323
INSURERS: CNA 818313
INSURER C:
INSURER D:
INSURER E :
INSURER F:
COVERAGES CERTIFICATE NUMBER: 2019-2020 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
1'Y�
ADDL
U�
POLICY NUMBER
Ml�'YYY
EXP
M7L1EFF p1r Y
LIMITS
X COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE $ 2,000,000
PREMISES Ea occurrence)DAMAGE -0 ReNTED $ 300,000
A
CLAIMS -MADE a OCCUR
I
MED EXP (Arty one aemon) $ 10,000
B 4017702097
9/1/2019
9/1/2020
PERSONAL & ADV W43URY $ 2,000,000
GEN'LAGGREGATE LIMITAPPLIES PER:
GENERALAGGREGATE $ 4,000,000
PRODUCTS - COMP/OP AGG $ 4,000,000
%t JPERO- LOC
POLICY ❑
S
OTHER:
AUTOMOBILE LIABILITY
COMASINGLE LOdIT $ 1,000,000
tEaA
BODILY INJURY (Per parson) $
ANYAUTO
ALL OWNED SCHEDULED
AUTOS NO -OWNED ON
X HIREDAUTOS X AUTOS
B 4017702097
9/1/2019
9/1/2020
BODILY INJURY (Par accklent) $
PROPERTY DAMFtGE $
Per aaklan
i
X
UMBRELLA LM
OCCUR
EACH OCCURRENCE $ 1,000,000
AGGREGATE i
A
EXCESS LIAR
HCLAIMS4MAI3E
DED I X I RETENTION $ 10.000
$
84034561998
9/1/2019
9/1/2020
WORKERS COMPENSATION
O
TATUTE ER
E.L. EACH ACCIDENT S
AND EMPLOYERS' LIABILITY YIN
ANY pROPRIETORIPARTNERlEXECIITIVE �
OFFICERWEMBER EXCLUDED?
(Mandatary in NH)
N 1 A
E.L.DISEASE - EA EMPLOYEE S
EL DISEASE -POLICY LIMIT S
ff yes, describe under
DESCRIPTION OF OPERATIONS below
B Technology Errors 6 Omissions
6021379795 2/10/2019
2/10/2020
Each Oc m3nw 1,000,000
Aggregate 1,000,000
DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD 101, AddWond Remarks Schedule, may be allachad If more space Is re"Ired)
CERTIFICATE HOLDER CANCELLATION
RRinq@iworq.com
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREM NOTICE WILL
City of San Bernardino ACCORDANCE WITH THE POLICY PROVISIONS. BE DELIVERED IN
Van1r Tower
290 North D Street
SAUTHORIZED REPRESENTATIVE
San Bernardino, CA 92401
Jill Roberts/JILL
®1988 2014 ACORD CORPORATION. All rights reserved.
ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD
INS025 (201401)
CERTIFICATE OF LIABILITY INSURANCE
DATE (MMIDDIYYYY)
09/16/2019
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement A statement on
this certificate does not confer rights to the certificate holder In lieu of such endorsement(s).
PRODUCER
WCF MUTUAL INSURANCE COMPANY
PO BOX 2227 -
SANDY UT 84091-2227
INSURED --
IWORQ SYSTEMS INC
PO BOX 3784
LOGAN UT 84323
SMALL BUSINESS GROUP
INSURERA: WCF MUTUAL INSURANCE COMPANY
INSURER B :
INSURER G
INSURER D :
INSURER E :
INSURER F:
FAX
No:._
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
NAIL X
10033
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDL �B .ICY EFF POLICYEXP LWRS
TYPE OF INSURANCE POLICY NUMBER MPO
LTRINSO
COMMERCIAL GENERAL LIABILITY
EACH OCCURRENCE
CLAIMS -MADE FIOCCUR
�SRPREMISES Fa occlarer :
MEED EXP (Any one arson S _
PERSONAL 6 ADV INJURY
GEN'L AGGREGATE LIMIT APPLIES PER
GENERAL AGGREGATE $ ....—
POLICY 1:1JPERO-
CT F1 LOC
PRODUCTS - COMP/OP AGG i
S
OTHER
COMBINED SINGLE LIMB
AUTOMOBLE LIABILITY
fEa accident)
ANY AUTO
BODILY INJURY (Per person) S
OWNED SCHEDULED
BODILY INJURY (Per acaderd) $
AUTOS ONLY AUTOS
HIRED
- —�-
PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY
I'' --
$
UMBRELLALIAB OCCUR
I EACH OCCURRENCE S
EXCESS LMB I CLAIMS -MADE
AGGREGATE. S
DFD RETENTION $
S
WORMERS COMPENSATION
✓ STATUTE ER
AND ENrS P LO Y E R 5' LIABILRY Y / N
S 100.000
A
ANYPROPRIErOR/PARTNERIEXECUTIVE
FYIN/A
EL. EACH ACCIDENT
2322478 01/10/2019 01/10/2020
OFFICER/MEMBEREXCLUDEDT
(Mandatory in NH)
EL DISEASE - EA EMPLOYEESIt 100.000
describe under
DESCRIPTION OF OPERATIONS below
E.L. DISEASE - POLICY LIMIT $500.000
DESCRIPTION OF OPERATIONS / LOCATIgIIS I VEHICLES (ACORD 101, Additional Remarks Schedule. may be alledod it more space is required)
PAVEMENT CONDITION ASSESSMENT
CERTIFICATE HOLDER CANCELLATION
ATTN: ALEX QISHTA, P.E.
CITY OF SAN BERNARDINO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
VANIR TOWER, 290 NORTH D STREET ACCORDANCE WITH THE POLICY PROVISIONS.
SAN BERARDINO CA 92401
AUTHORIZED REPRESENTATNE
1998-2015 ACORD CORPORATION. All rights reserved.
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
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