MarTech, Government Staffing Service, Neill Engineers Corp Agreements 01-05-15

8/10/2019 MarTech, Government Staffing Service, Neill Engineers Corp Agreements 01-05-15

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CITY OF CARMEL-BY-THE-SEA

Council Report

January 5, 2015

To: Honorable Mayor, Members of the City Council,

Douglas J. Schmitz, City Administrator

From: Sharon Friedrichsen

Subject: ThreeResolutions of the City Council of the City Of Carmel-by-the-Sea Authorizing the City Administrator to Execute the ExistingProfessional Services Consulting Agreements with MarTech, Inc.for $187,000; Government Staffing Service, Inc. for $259,000; andNeill Engineers Corporation for $174,000 regarding variousProfessional Services.

RECOMMENDATION(S):By motion to Consent Calendar, Authorizing the City Administrator to Execute theProfessional Services Consulting Agreements with MarTech, Inc. for $187,000; GovernmentStaffing Service, Inc. for $259,000; and Neill Engineers Corporation for $174,000 regardingvarious Professional Services.

EXECUTIVE SUMMARY:City staff are currently reviewing existing contracts and bringing forth contracts for Councilauthorization as necessary. According to the Carmel-by-the-Sea Municipal Code, contractsover $25,000 shall be entered into only by Council authorization. Council is being asked toeither extend or approve professional services agreements for ongoing services as notedbelow.

The City has engaged MarTech Inc., to provide a variety of information technology supportservices related to on-site technical support, installations and support, remote support,server/work station trouble shooting and audio/visual support for City Council andCommission meetings. To accomplish this work, the then-City Administrator entered into apreliminary professional consulting contract. This contract was set to run for two years,starting June 30, 2013 and ending July 1, 2015 in an amount not to exceed $35,000. Basedupon expenditures to date, it is recommended that the contract be amended by an additional$152,200 for a total not to exceed amount of $187,200.

City Council authorized the then-City Administrator to enter into a professional servicesagreement with Government Staffing Services Inc. (dba MuniTemps) on August 6, 2013 forCity Clerk, Deputy City Clerk and Community Activities Assistant consulting services for a notto exceed amount of $25,000. Current expenditures through the end of November 2014 total

Agenda Item: 8.CPage 1

City Council Meeting of January 5, 2015Page 193


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$183,230. It is recommended that the City Administrator execute a service agreement withMuniTemps for a not to exceed amount of $259,000 for fiscal year 2014-15.

The Citys adopted 2014-15 fiscal year budget includes $868,000 for street projects. Aportion of this funding (20%) has been allocated for engineering design services to prepare

the plans and specifications and assist with field construction oversight. About $48,000 hasbeen spent with Neill Engineers, acting as the City Engineer, on design and constructionmanagement oversight for Phase 1 of the streets project. Additional work remains for Phase2 of the streets project as well as any necessary drainage-related design needed toaccompany various street improvements, such as drainage related impacts to road conditionson Carpenter Street. It is recommended that Council authorize the City Administrator to enterinto a professional services agreement with Neill Engineers for engineering services relatedto streets and storm drain improvements for a not to exceed amount of $174,000.

ANALYSIS/DISCUSSION:

As these various services are needed to maintain daily operations and/or continue progresson approved capital projects, it is recommended that Council either amend or enter intoservice agreements with the identified contractors. However, Council could not authorize theproposed contract changes. Under this scenario, services would cease until a new vendor isselected and brought forward to Council for approval.

FISCAL IMPACT:Staff has performed an analysis of the contract limit and expenditures incurred throughNovember 30, 2014 by these vendors. The City has spent $133,000 with Martech, therebyexceeding the contract limit of $35,000. It is recommended that the contract be amended toreflect anticipated costs through the contract period of June 30, 2015. The cost of the service

can be absorbed through departmental operating budgets. Previous costs incurred forcommunity services and City clerk staffing services are about $183,230.An additional cost of$75,477 is anticipated through June 30, 2015 for city clerk services for a total contract cost of$259,000. MuniTemps costs are offset by salary savings from vacant budgeted staffpositions. Costs incurred by Neill Engineers have already been included within therecommended capital project.

Vendor/Contractor Original

Contract

Amount

Spending

to Date

(11/30/14)

Proposed

Contract

Amount

Contract

Authorization

Difference

Additional

Funding

Request

MarTech, Inc. $35,000 $133,000 $187,000 $152,000 $54,000

Government Staffing Solutions $25,000 $183,000 $259,000 $234,000 $70,000

Neill Engineers N/A $48,000* $174,000 $174,000 $126,000

* Anticipated cost of $48,000. About $22,000 has been paid to date.




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PREVIOUS COUNCIL ACTION DECISION HISTORY:

December 2013 Council Adopted an Amendment

to

Increase the Contract Limit with

MarTech

to

35,000

August 6, 2013 Council Authorized the then-City Administrator to execute a

professional services agreement with MuniTemps for

an

amount not to exceed

25,000

October 2, 2012, Council appointed Sherman Low of Neill Engineers as City Engineer

June 10, 2014, Council adopted the FY 2014-15 budget

TT CHMENTS :

1. MarTech Contract Amendment Resolution

2. MuniTemps Contract Amendment Resolution

3. Neill Engineers Streets

and

Storm Drain Improvements Resolution

4. MarTech Amendment

5. Professional Services Agreement with MuniTemps

6. Professional Services Agreement with Neill Engineers

APPROVED:

)

Date:

s

/t :\:....

1

D o u g ~ J

Schmitz e ity Administrator

Agenda Item: 8.C

Page 3


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RESOLUTION 2015-_____

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEAAUTHORIZING THE CITY ADMINISTRATOR TO AMEND THE EXISTINGPROFESSIONAL SERVICES CONSULTING AGREEMENT WITH MARTECH, INC. FOR

INFORMATION TECHNOLOGY SERVICES FOR AN AMOUNT NOT TO EXCEED $187,200

WHEREAS, Martech, Inc.provides information technology services for the City; and

WHEREAS, the contract with Martech, Inc. was originally entered into in FY12-13 forFY13-14 and FY14-15, and

WHEREAS, this service is currently over the authorized expenditure limit for thecontract term; and,

WHEREAS, the annual contract should authorize expenditures in excess of $35,000

and should be subject of the City's formal bid process .

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OFCARMEL-BY-THE-SEA does hereby:

Authorize the City Administrator to Amend the Professional Services Consulting Agreementwith Martech, Inc. for Information Technology Services in an Amount not to Exceed $187,200.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEAon this 6th day of January 2015 by the following roll call vote:

AYES: COUNCIL MEMBERS:

NOES: COUNCIL MEMBERS:

ABSENT: COUNCIL MEMBERS:

ABSTAIN: COUNCIL MEMBERS:

SIGNED: ATTEST:

Jason Burnett, MAYOR Lori FrontellaInterim City Clerk




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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEAAUTHORIZING THE CITY ADMINISTRATOR TO AMEND THE EXISTING

PROFESSIONAL SERVICES CONSULTING AGREEMENT WITH GOVERNMENTSTAFFING SERVICES, INC, FOR CITY CLERK, DEPUTY CITY CLERK AND COMMUNITYACTIVITIES ASSISTNAT SERVICES FOR AN AMOUNT NOT TO EXCEED $259,000

WHEREAS, Government Staffing Services, Inc.provides city clerk staffing services for theCity; and

WHEREAS, the contract with Government Staffing Services, Inc. was originally enteredinto in August 6, 2013, and

WHEREAS, this service is currently over the authorized expenditure limit for the

contract term; and,

WHEREAS, the annual contract should authorize expenditures in excess of $25,000and should be subject of the City's formal bid process .


Authorize the City Administrator to Amend the Professional Services Consulting Agreementwith Government Staffing Services, Inc. for City Clerk Services in an Amount not to Exceed$259,000.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEAon this 6thday of January 2015 by the following roll call vote:





SIGNED: ATTEST:





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A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEAAUTHORIZING THE CITY ADMINISTRATOR TO EXECUTE A PROFESSIONALSERVICES CONSULTING AGREEMENT WITH NEILL ENGINEERS FOR ENGINEERING

SERVICES FOR STREETS AND STORM DRAIN IMPROVEMENTS FOR AN AMOUNTNOT TO EXCEED $174,000

WHEREAS, Neill Engineers provides engineering services for the City; and

WHEREAS, Council adopted the fiscal year 2014-15 budget, which included funding forstreet improvements; and

WHEREAS,engineering services rendered by Neill Engineers for street improvementsand any forthcoming storm drain improvements will be over $25,000 are subject to Councilapproval.


Authorize the City Administrator to Execute a Professional Services Consulting Agreementwith Neill Engineers for Engineering Services for Streets and Storm Drain Improvements in an

Amount not to Exceed $174,000.

PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF CARMEL-BY-THE-SEAon this 6thday of January 2015 by the following roll call vote:





SIGNED: ATTEST:





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Amendment to Contract

ASD-PSA-MAR-003-13/14

This amendment (the "Amendment") is made by City of Carmel-by-the-Seaand MarTech,

Inc., parties to agreement ASD-PSA- MAR-003-13/14 (the "Agreement") dated 12 June2013.

2. The Agreement is amended as follows:a. The Compensationof the Agreement is modified as follows:

The CITY shall pay CONSULTANT for services in accordance with this agreement inthe amount of $100.00 per hour in an amount not to exceed $187,200 for FY 2013-14through FY 2014-15 while enterprise support and administrative services are procured.

3. Except as set forth in this Amendment, the Agreement is unaffected and shall continue infull force and effect in accordance with its terms. If there is conflict between this amendmentand the Agreement or any earlier amendment, the terms of this amendment will prevail.

CITY OF CARMEL-BY-THE-SEA

By: __________________________Printed Name: _________________Title: ________________________Dated: _________________

Attest:

_________________________Lori FrontellaInterim City Clerk

MARTECH

By: __________________________Printed Name: _________________Title: ________________________Dated: _________________




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Professional Services Agreement

Municipal Staffing Services

THIS CONTRACT is executed this ________ day of ____________ 2015, by and between the CITY

OF CARMEL-BY-THE-SEA, hereinafter referred to as CITY, and Government Staffing Services, Inc.

(dba MuniTemps), hereinafter called CONSULTANT.

IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:

1. Scope. CONSULTANT hereby agrees to provide to CITY, as the scope of servicesunder this Contract, municipal staffing services including:

A. Recruit, screen, interview and assign its employees (Assigned Employees) to perform

various City functions related to city clerk services, community services and specialevents under CITYs supervision at City facilities located at City hall (Monte Verdebetween Ocean and 7th) and Public Services Department (Junipero between 4thand5th).

B. Pay Assigned Employees wages and provide them with the benefits that theCONSULTANT offers to them.

C. Pay, withhold, and transmit payroll taxes; provide unemployment insurance andworkers compensation benefits;and handle unemployment and workerscompensation claims involving Assigned Employees.

2. Timely Work. CONSULTANT shall perform all duties incidental or necessary in a in a

timely fashion and shall be performed diligently, competently and in accordance with professionalstandards of performance. Failure to so perform is hereby deemed a material breach of this Contract,

and CITY may terminate this Contract with no further liability hereunder. CITY may agree in writing

with CONSULTANT to an extension of time. It is expressly agreed and understood that

CONSULTANT shall not be held responsible for delays occasioned by factors beyond their control,

nor by factors that could not reasonably have been foreseen at the time of execution of this

CONTRACT.

3. Term. The work under this Contract shall commence July 1, 2014 and terminate on

June 30, 2015.

4. Compensation. CITY shall pay CONSULTANT in an amount not to exceed $259,000.Fees paid shall be based upon the hourly rate of $59.75 for City Clerk for up to 40 hours a week and

$89.63 an hour for overtime and an hourly rate of $42.50 for event planner up to 40 hours a week.




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Invoices will be supported by the pertinent time sheets or other agreed system for

documenting time worked by the Assigned Employees. CITYs signature or other agreed method of

approval of the work time submitted for the Assigned Employees certifies that the documented hours

are correct and authorizes CONSULTANT to bill CITY for those hours. If a portion of any invoice is

disputed, CITY will pay the undisputed portion. CONSULTANT shall email invoices and supporting

timesheets directly to the CITYs Accounts Payable office with a copy sent to any designatedDepartment of the CITY.

Compensation under this Contract shall become due and payable thirty (30) days after

CITYS approval of CONSULTANTS submission of monthly written invoices. The payment of any

compensation to CONSULTANT hereunder shall be contingent upon performance of the terms and

conditions of this Contract to the satisfaction of the City Administrator.

If the City Administrator determines that the work set forth in the written invoice has not

been performed in accordance with the terms of this Contract CITY shall not be responsible for

payment until such time as the work has been satisfactorily performed.

5. Additional Services. In the event that CITY should request additional services not

covered by the terms of this Contract, said services will be provided by CONSULTANT and paid for by

CITY only after a fee for said services has been agreed upon between CONSULTANT and City

Administrator and the City Administrator provides written authorization for the additional work.

6. Meet and Confer. CONSULTANT agrees to meet and confer with CITY or its agents or

employees with regard to services as set forth herein as may be required by City Administrator to

insure timely and adequate performance of this Contract.

7. Indemnification. CONSULTANT hereby agrees to the following indemnification clause:

To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782and 2782.6), CONSULTANT shall defend (with legal counsel reasonably acceptable to the CITY),

indemnify and hold harmless CITY and its officers, designated agents, departments, officials,

representatives and employees (collectively Indemnitees) from and against claims, loss, cost,

damage, injury expense and liability (including incidental and consequential damages, court costs,

reasonable attorneys fees, litigation expenses and fees of expert consultants or expert witnesses

incurred in connection therewith and costs of investigation) to the extent they arise out of, pertain to,

or relate to, the negligence, recklessness, or willful misconduct of CONSULTANT, any

SUB-CONSULTANT, anyone directly or indirectly employed by them, or anyone that they control

(collectively Liabilities). Such obligations to defend, hold harmless and indemnify any Indemnitee

shall not apply to the extent that such Liabilities are caused in part by the negligence, or willful

misconduct of such Indemnitee.

Notwithstanding the provisions of the above paragraph, CONSULTANT agrees to

indemnify and hold harmless CITY from and against any and all claims, demands, defense costs,




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liability, expense, or damages arising out of or in connection with damage to or loss of any property

belonging to CONSULTANT or CONSULTANTS employees, contractors, representatives, patrons,

guests or invitees.

CONSULTANT further agrees to indemnify CITY for damage to or loss of CITY OF

CARMEL-BY-THE-SEA property to the proportionate extent they arise out of CONSULTANTS

negligent performance of the work associated with this Contract or to the proportionate extent they

arise out of any negligent act or omission of CONSULTANT or any of CONSULTANTS employees,

agents, contractors, representatives, patrons, guests or invitees; excepting such damage or loss

arising out of the negligence of CITY.

8. Insurance. CONSULTANT shall submit and maintain in full force all insurance as

described herein. Without altering or limiting CONSULTANTS duty to indemnify, CONSULTANT

shall maintain in effect throughout the term of this Contract a policy or policies of insurance with the

following minimum limits of liability:

Commercial general liability insurance including but not limited to premises, personal

injuries, bodily injuries, products, and completed operations, with a combined single limit of not less

than $1,000,000 per occurrence and $2,000,000 in the aggregate.

Professional Liability Insurance. CONSULTANT shall maintain in effect throughout the

term of this Contract professional liability insurance with limits of not less than $1,000,000 per claim

and $2,000,000 in the aggregate. CONSULTANT will either maintain or cause to be maintained

professional liability coverage in full force or obtain extended reporting (tail) coverage (with the same

liability limits) for at least three (3) years following CITYS acceptance of work.

Commercial automobile liability insurance covering all automobiles, including owned,

leased, non-owned, and hired automobiles, used in providing services under this Contract, with a

combined single limit of not less than $1,000,000 per occurrence.

Workers Compensation Insurance. If CONSULTANT employs others in the

performance of this Contract, CONSULTANT shall maintain workers compensation insurance in

accordance with California Labor Code section 3700 and with a minimum of $100,000 per occurrence

for employers liability.

Other Insurance Requirements

A. All insurance required under this Contract must be written by an insurance

company either:

1) admitted to do business in California with a current A.M. Best rating of

no less than A:VI; or




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2) an insurance company with a current A.M. Best rating of no less than

A:VII

Exception may be made for the State Compensation Insurance Fund when not

specifically rated.

B. Each insurance policy required by this Contract shall be endorsed to state thatCITY shall be given notice in writing at least thirty (30) days in advance of any

cancellation thereof, except CITY shall be given TEN (10) days notice for

nonpayment of the premium.

C. The general liability and auto policies shall:

1) Provide an endorsement naming CITY, its officers, officials, and

employees as additional insureds under an ISO CG 20 10 07 04 or ISO 20 37

07 04 or their equivalent.

2) Provide that such insurance is primary and non-contributing insuranceto any insurance or self-insurance maintained by CITY.

3) Contain a Separation of Insureds provision substantially equivalent to

that used in the ISO form CG 00 01 10 01 or their equivalent.

4) Provide for a waiver of any subrogation rights against CITY via an ISO

CG 24 01 10 93 or its equivalent.

D. Prior to the start of work under this Contract CONSULTANT shall file certificates

of insurance and endorsements evidencing the coverage required by this

Contract with the City Administrator. CONSULTANT shall file a new or

amended certificate of insurance promptly after any change is made in any

insurance policy which would alter the information on the certificate then on file.

E. Neither the insurance requirements hereunder, nor acceptance or approval of

CONSULTANTS insurance, nor whether any claims are covered under any

insurance, shall in any way modify or change CONSULTANTS obligations

under the indemnification clause in this Contract, which shall continue in full

force and effect. Notwithstanding the insurance requirements contained herein,

CONSULTANT is financially liable for its indemnity obligations under this

Contract.




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F. Any deductibles or self-insured retentions must be declared to and

approved by CITY. At the option of CITY either: the insured shall reduce

or eliminate such deductibles or self-insured retentions as respects CITY,

its officers, officials, employees and volunteers; or CONSULTANT shall

provide a financial guarantee satisfactory to CITY guaranteeing payment

of losses and related investigations, claim administration, and defenseexpenses.

9. Ownership of Work. Upon completion of any work under this Contract,

ownership and title to all materials and deliverables produced as part of this Contract will

automatically be vested in CITY and no further contract will be necessary to transfer ownership

to CITY.

10. Licensing. CONSULTANT represents that it is properly licensed to perform the

work specified under this Contract, including but not limited to, possession of a current city

business license.

11. Termination. This Contract may be terminated by either party upon thirty (30)

calendar days written notice to the other party. In the event of such termination, CITY shall pay

CONSULTANT for all services performed to the satisfaction of CITY to the date of receipt of

notice of termination. An itemized statement of the work performed to the date of termination

shall be submitted to CITY. In ascertaining the services actually rendered hereunder up to the

date of termination of this Contract consideration shall be given to both completed work and

work in process of completion, and to complete and incomplete drawings and other documents

whether delivered to CITY or in the possession of the CONSULTANT.

12. Agency. In performing the services specified under this Contract CONSULTANT

is hereby deemed to be an independent CONSULTANT and not an agent or employee of CITY.

13. Authority of the City Administrator. CONSULTANT shall perform all necessary

services provided under this Contract and outlined in the proposal and shall do, perform, and

carry out said work in a satisfactory and proper manner as determined by and to the satisfaction

of the City Administrator. The City Administrator reserves the right to make changes, additions

or deletions, to the scope of work as deemed necessary or advisable to implement and carry out

the purposes of this Contract. The City Administrator is authorized to execute change orders.

14. Responsibility of Consultant. By executing this CONSULTANT represents and

states to CITY that he/she possesses, or will arrange to secure from others, all necessary

professional capabilities, experience, resources and facilities necessary to provide to CITY the

services contemplated under this Contract. CONSULTANT further warrants that he/she will

follow the current generally accepted practices of the profession to make findings, render

opinions, prepare factual presentations, and provide professional advice and recommendations

regarding the project for which services are rendered under this Contract.

15. Materials and Equipment. CONSULTANT shall furnish at his/her own expense

all materials and equipment necessary to carry out the terms of this Contract.




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16. Digital Files. CONSULTANT shall furnish copies of all materials and deliverables

on compact disks (for example, final report) in digital format. Files shall be compatible with the

current versions used by PC computers.

17. Audit Authority. CONSULTANT shall keep full and detailed accounts and exercise

such controls as may be necessary for proper financial management under this Contract; the

accounting and control systems shall be satisfactory to CITY. CITY and CITYS auditor shall be

afforded access to CONSULTANTS records, books, correspondence and other data relating to

this Contract. CONSULTANT shall preserve these records, books, correspondence and other

data relating to this Contract for a period of four (4) years after final payment, or for such longer

period as may be required by law. In addition, CONSULTANT agrees to make said records,

books correspondence and other data relating to this Contract available to CITY at CITYS

principle place of business upon seventy-two (72) hours advance written notice. The City

Administrator, or his or her designee, shall at all times have the right to inspect the work,

services, or materials. CONSULTANT shall furnish all reasonable aid and assistance required

by CITY for the proper examination of the work or services and all parts thereof. Such

inspection shall not relieve CONSULTANT form any obligation to perform said work or servicesstrictly in accordance with the specifications or any modifications thereof and in compliance with

the law.

18. Notices. All notices herein provided to be given, or which may be given by either

party to the other, shall be considered fully received when made in writing and deposited in the

United States mail, certified and postage prepaid, and addressed to the respective parties as

follows:

CITY: City of Carmel-by-the-SeaCity Administrators Office

P.O. Box CCCarmel-by-the-Sea, California, 93921

CONSULTANT: John HerreraPresident/CEOGovernment Staffing Services, Inc.Mail to: MuniTemps Corporate LockboxP.O. Box 718Imperial Beach, California 91933

19. Entire Contract. This Contract constitutes the entire contract between the parties

hereto and supersedes any and all prior contracts, whether oral or written, relating to the subjectmatter thereof. Any modification of this Contract will be effective only if it is in writing signed by

both parties hereto.

20. Validity. If any provision in this Contract is held by a court of competent

jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full

force without being impaired or invalidated in any way.




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21. Assignment of Interest. The duties under this Contract shall not be assignable,

delegable, or transferable without the prior written consent of CITY. Any such purported

assignment, delegation, or transfer shall constitute a material breach of this Contract upon

which CITY may terminate this Contract and be entitled to damages.

22. Conflict of Interest. CONSULTANT shall at all time avoid conflicts of interest, or

the appearance of conflicts of interest, in the performance of this Contract. CONSULTANT shall

file statements of financial interest on forms provided by CITY to the extent and at the times

required by CITYS Conflict of Interest Code and applicable law.

During the term of this Contract CONSULTANT shall not directly or indirectly,

either as a partner, employer, employee, consultant, principal, agent or in any individual or

representative capacity, engage or participate in any business or voluntary activity on behalf of

any other party on any property located within the City of Carmel-by-the-Sea without notification

to City Administrator.

23. Non-discrimination/Affirmative Action. CONSULTANT will not discriminate

against any employee or applicant for employment because of race, creed, color, sex, age,

national origin, marital status, physical or other motor handicap, unless based upon bonafide

occupational disqualification.

CONSULTANT will take affirmative action to ensure that applicants are employed

and that employees are treated during employment without regard to their race, creed, color,

sex, age, national origin, marital status, physical or other motor handicap.

24. Counterparts. This Contract may be executed in multiple originals, each of which

is deemed to be an original, and may be signed in counterparts.

25. Laws. CONSULTANT agrees that in the performance of this Contract it willreasonably comply with all applicable state, federal and local laws and regulations. This

Contract shall be governed by and construed in accordance with the laws of the State of

California and the City of Carmel-by-the-Sea.

26. Attorneys Fees and Court Venue. Should either party to this Contract bring

legal action

against the other, (formal judicial proceeding, mediation or arbitration), the case shall be

handled in Monterey County, California, and the party prevailing in such action shall be

entitled to a reasonable attorneys fee which shall be fixed by the judge, mediator or

arbitrator hearing the case and such fee shall be included in the judgment, together with allcosts.

27. Severability. If any term of this Contract is held invalid by a court of

competent jurisdiction the remainder of this Contract shall remain in effect.




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IN WITNESS WHEREOF, this Contract is entered into by the parties hereto in Carmel,

California, on the day and year first above written.

CITY OF CARMEL-BY-THE-SEA: CONSULTANT:

By: _________________________ By: ________________________Doug Schmitz, City Administrator John Herrera, President/CEO

ATTEST:

_________________________________

Lori Frontella, MMCInterim City Clerk




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Professional Services Agreement

Neill Engineers

Engineering Services- Streets and Storm Drains

THIS CONTRACT is executed this 5th day of January 2015, by and between the CITY OF

CARMEL-BY-THE-SEA, hereinafter referred to as CITY, and Neill Engineers, hereinafter

called CONSULTANT.

IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:

2. Scope. CONSULTANT hereby agrees to provide to CITY, as the scope ofservices under this Contract, engineering and construction services related toStreets and Road Projects (Phase 1 and 2) and miscellaneous drainageimprovements associated with street improvements.

D. Contract Plans and Cost Estimate:1. Prepare complete and detailed final contract plans for the proposed

improvements2. Assist City in obtaining approval of utilities and other public agencies.3. Prepare a complete set of front end documents and technical

specifications for the construction/bid packages.4. Provide quantities and a detailed estimate of cost of work.5. Prepare the notice to contractors for bidding purposes and assist in

notifying contractors to bid on proposed projects.

E. Construction- Related Services1. Assist the City in advertising for bids, attend pre-bid meeting(s) and thebid opening, prepare bid tabulations, and assist in analyzing bids andmaking recommendation with respect to the selection of a qualifiedcontractor.

2. Assist the City in preparing and forwarding contract documents to thecontractor selected by the City.

3. Assist City in preparing for and conducting pre-construction meeting withcontractor and City staff.

4. Answer questions and provide assistance related to interpretation ofplans and specifications during construction.

5. Conduct site visits and observe construction during several intervals of

project for general conformance with contract plans.6. Review construction invoices and assist City in discussing any billingsissues with contractor.

7. Review all shop and working drawings and as built plans.

2. Timely Work. CONSULTANT shall perform all duties incidental or necessary in a

in a timely fashion and shall be performed diligently, competently and in accordance with

professional standards of performance. Failure to so perform is hereby deemed a material




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breach of this Contract, and CITY may terminate this Contract with no further liability hereunder.

CITY may agree in writing with CONSULTANT to an extension of time. It is expressly agreed

and understood that CONSULTANT shall not be held responsible for delays occasioned by

factors beyond their control, nor by factors that could not reasonably have been foreseen at the

time of execution of this CONTRACT.

3. Term. The work under this Contract shall commence July 1, 2014 and terminate

on June 30, 2015.

4. Compensation. CITY shall pay CONSULTANT in an amount not to exceed

$174,000. The not to exceed amount shall be based upon CONSULTANT hourly fee as

specified within Exhibit A for work performed.

Compensation under this Contract shall become due and payable thirty (30) days

after CITYS approval of CONSULTANTS submission of monthly written invoices. Written

invoices shall clearly itemize each charge. The payment of any compensation to

CONSULTANT hereunder shall be contingent upon performance of the terms and conditions of

this Contract to the satisfaction of the City Administrator.

If the City Administrator determines that the work set forth in the written invoice has not

been performed in accordance with the terms of this Contract CITY shall not be responsible for

payment until such time as the work has been satisfactorily performed.

5. Additional Services. In the event that CITY should request additional services not

covered by the terms of this Contract, said services will be provided by CONSULTANT and paid for by

CITY only after a fee for said services has been agreed upon between CONSULTANT and City

Administrator and the City Administrator provides written authorization for the additional work.

6. Meet and Confer. CONSULTANT agrees to meet and confer with CITY or its agents oremployees with regard to services as set forth herein as may be required by City Administrator to

insure timely and adequate performance of this Contract.

7. Indemnification. CONSULTANT hereby agrees to the following indemnification clause:

To the fullest extent permitted by law (including, without limitation, California Civil Code Sections 2782

and 2782.6), CONSULTANT shall defend (with legal counsel reasonably acceptable to the CITY),

indemnify and hold harmless CITY and its officers, designated agents, departments, officials,

representatives and employees (collectively Indemnitees) from and against claims, loss, cost,

damage, injury expense and liability (including incidental and consequential damages, court costs,

reasonable attorneys fees, litigation expenses and fees of expert consultants or expert witnessesincurred in connection therewith and costs of investigation) to the extent they arise out of, pertain to,

or relate to, the negligence, recklessness, or willful misconduct of CONSULTANT, any

SUB-CONSULTANT, anyone directly or indirectly employed by them, or anyone that they control

(collectively Liabilities). Such obligations to defend, hold harmless and indemnify any Indemnitee

shall not apply to the extent that such Liabilities are caused in part by the negligence, or willful

misconduct of such Indemnitee.




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Notwithstanding the provisions of the above paragraph, CONSULTANT agrees to

indemnify and hold harmless CITY from and against any and all claims, demands, defense costs,

liability, expense, or damages arising out of or in connection with damage to or loss of any property

belonging to CONSULTANT or CONSULTANTS employees, contractors, representatives, patrons,

guests or invitees.

CONSULTANT further agrees to indemnify CITY for damage to or loss of CITY OF

CARMEL-BY-THE-SEA property to the proportionate extent they arise out of CONSULTANTS

negligent performance of the work associated with this Contract or to the proportionate extent they

arise out of any negligent act or omission of CONSULTANT or any of CONSULTANTS employees,

agents, contractors, representatives, patrons, guests or invitees; excepting such damage or loss

arising out of the negligence of CITY.

8. Insurance. CONSULTANT shall submit and maintain in full force all insurance as

described herein. Without altering or limiting CONSULTANTS duty to indemnify, CONSULTANT

shall maintain in effect throughout the term of this Contract a policy or policies of insurance with the

following minimum limits of liability:

Commercial general liability insurance including but not limited to premises, personal

injuries, bodily injuries, products, and completed operations, with a combined single limit of not less

than $1,000,000 per occurrence and $2,000,000 in the aggregate.

Professional Liability Insurance. CONSULTANT shall maintain in effect throughout the

term of this Contract professional liability insurance with limits of not less than $1,000,000 per claim

and $2,000,000 in the aggregate. CONSULTANT will either maintain or cause to be maintained

professional liability coverage in full force or obtain extended reporting (tail) coverage (with the same

liability limits) for at least three (3) years following CITYS acceptance of work.

Commercial automobile liability insurance covering all automobiles, including owned,

leased, non-owned, and hired automobiles, used in providing services under this Contract, with a

combined single limit of not less than $1,000,000 per occurrence.

Workers Compensation Insurance. If CONSULTANT employs others in the

performance of this Contract, CONSULTANT shall maintain workers compensation insurance in

accordance with California Labor Code section 3700 and with a minimum of $100,000 per occurrence

for employers liability.

Other Insurance Requirements

A. All insurance required under this Contract must be written by an insurancecompany either:




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1) admitted to do business in California with a current A.M. Best rating of

no less than A:VI; or

2) an insurance company with a current A.M. Best rating of no less than

A:VII

Exception may be made for the State Compensation Insurance Fund when notspecifically rated.

B. Each insurance policy required by this Contract shall be endorsed to state that

CITY shall be given notice in writing at least thirty (30) days in advance of any

cancellation thereof, except CITY shall be given TEN (10) days notice for

nonpayment of the premium.

C. The general liability and auto policies shall:

1) Provide an endorsement naming CITY, its officers, officials, and

employees as additional insureds under an ISO CG 20 10 07 04 or ISO 20 3707 04 or their equivalent.

2) Provide that such insurance is primary and non-contributing insurance

to any insurance or self-insurance maintained by CITY.

3) Contain a Separation of Insureds provision substantially equivalent to

that used in the ISO form CG 00 01 10 01 or their equivalent.

4) Provide for a waiver of any subrogation rights against CITY via an ISO

CG 24 01 10 93 or its equivalent.

D. Prior to the start of work under this Contract CONSULTANT shall file certificatesof insurance and endorsements evidencing the coverage required by this

Contract with the City Administrator. CONSULTANT shall file a new or

amended certificate of insurance promptly after any change is made in any

insurance policy which would alter the information on the certificate then on file.

E. Neither the insurance requirements hereunder, nor acceptance or approval of

CONSULTANTS insurance, nor whether any claims are covered under any

insurance, shall in any way modify or change CONSULTANTS obligations

under the indemnification clause in this Contract, which shall continue in full

force and effect. Notwithstanding the insurance requirements contained herein,

CONSULTANT is financially liable for its indemnity obligations under thisContract.




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F. Any deductibles or self-insured retentions must be declared to and

approved by CITY. At the option of CITY either: the insured shall reduce

or eliminate such deductibles or self-insured retentions as respects CITY,

its officers, officials, employees and volunteers; or CONSULTANT shall

provide a financial guarantee satisfactory to CITY guaranteeing payment

of losses and related investigations, claim administration, and defenseexpenses.

9. Ownership of Work. Upon completion of any work under this Contract,

ownership and title to all materials and deliverables produced as part of this Contract will

automatically be vested in CITY and no further contract will be necessary to transfer ownership

to CITY.

10. Licensing. CONSULTANT represents that it is properly licensed to perform the

work specified under this Contract, including but not limited to, possession of a current city

business license.

11. Termination. This Contract may be terminated by either party upon thirty (30)

calendar days written notice to the other party. In the event of such termination, CITY shall pay

CONSULTANT for all services performed to the satisfaction of CITY to the date of receipt of

notice of termination. An itemized statement of the work performed to the date of termination

shall be submitted to CITY. In ascertaining the services actually rendered hereunder up to the

date of termination of this Contract consideration shall be given to both completed work and

work in process of completion, and to complete and incomplete drawings and other documents

whether delivered to CITY or in the possession of the CONSULTANT.

12. Agency. In performing the services specified under this Contract CONSULTANT

is hereby deemed to be an independent CONSULTANT and not an agent or employee of CITY.

13. Authority of the City Administrator. CONSULTANT shall perform all necessary

services provided under this Contract and outlined in the proposal and shall do, perform, and

carry out said work in a satisfactory and proper manner as determined by and to the satisfaction

of the City Administrator. The City Administrator reserves the right to make changes, additions

or deletions, to the scope of work as deemed necessary or advisable to implement and carry out

the purposes of this Contract. The City Administrator is authorized to execute change orders.

14. Responsibility of Consultant. By executing this CONSULTANT represents and

states to CITY that he/she possesses, or will arrange to secure from others, all necessary

professional capabilities, experience, resources and facilities necessary to provide to CITY the

services contemplated under this Contract. CONSULTANT further warrants that he/she will

follow the current generally accepted practices of the profession to make findings, render

opinions, prepare factual presentations, and provide professional advice and recommendations

regarding the project for which services are rendered under this Contract.

15. Materials and Equipment. CONSULTANT shall furnish at his/her own expense

all materials and equipment necessary to carry out the terms of this Contract.




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16. Digital Files. CONSULTANT shall furnish copies of all materials and deliverables

on compact disks (for example, final report) in digital format. Files shall be compatible with the

current versions used by PC computers.

17. Audit Authority. CONSULTANT shall keep full and detailed accounts and exercisesuch controls as may be necessary for proper financial management under this Contract; the

accounting and control systems shall be satisfactory to CITY. CITY and CITYS auditor shall be

afforded access to CONSULTANTS records, books, correspondence and other data relating to

this Contract. CONSULTANT shall preserve these records, books, correspondence and other

data relating to this Contract for a period of four (4) years after final payment, or for such longer

period as may be required by law. In addition, CONSULTANT agrees to make said records,

books correspondence and other data relating to this Contract available to CITY at CITYS

principle place of business upon seventy-two (72) hours advance written notice. The City

Administrator, or his or her designee, shall at all times have the right to inspect the work,

services, or materials. CONSULTANT shall furnish all reasonable aid and assistance required

by CITY for the proper examination of the work or services and all parts thereof. Such

inspection shall not relieve CONSULTANT form any obligation to perform said work or services

strictly in accordance with the specifications or any modifications thereof and in compliance with

the law.

18. Notices. All notices herein provided to be given, or which may be given by either

party to the other, shall be considered fully received when made in writing and deposited in the

United States mail, certified and postage prepaid, and addressed to the respective parties as

follows:

CITY: City of Carmel-by-the-SeaCity Administrators OfficeP.O. Box CCCarmel-by-the-Sea California, 93921

CONSULTANT: Neill EngineersSherman LowP.O. Box LLCarmel-by-the-Sea California, 93921

19. Entire Contract. This Contract constitutes the entire contract between the parties

hereto and supersedes any and all prior contracts, whether oral or written, relating to the subject

matter thereof. Any modification of this Contract will be effective only if it is in writing signed byboth parties hereto.

20. Validity. If any provision in this Contract is held by a court of competent

jurisdiction to be invalid, void or unenforceable, the remaining provisions will continue in full

force without being impaired or invalidated in any way.




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21. Assignment of Interest. The duties under this Contract shall not be assignable,

delegable, or transferable without the prior written consent of CITY. Any such purported

assignment, delegation, or transfer shall constitute a material breach of this Contract upon

which CITY may terminate this Contract and be entitled to damages.

22. Conflict of Interest. CONSULTANT shall at all time avoid conflicts of interest, or

the appearance of conflicts of interest, in the performance of this Contract. CONSULTANT shall

file statements of financial interest on forms provided by CITY to the extent and at the times

required by CITYS Conflict of Interest Code and applicable law.

During the term of this Contract CONSULTANT shall not directly or indirectly,

either as a partner, employer, employee, consultant, principal, agent or in any individual or

representative capacity, engage or participate in any business or voluntary activity on behalf of

any other party on any property located within the City of Carmel-by-the-Sea without notification

to City Administrator.

23. Non-discrimination/Affirmative Action. CONSULTANT will not discriminate

against any employee or applicant for employment because of race, creed, color, sex, age,

national origin, marital status, physical or other motor handicap, unless based upon bonafide

occupational disqualification.

CONSULTANT will take affirmative action to ensure that applicants are employed

and that employees are treated during employment without regard to their race, creed, color,

sex, age, national origin, marital status, physical or other motor handicap.

24. Counterparts. This Contract may be executed in multiple originals, each of which

is deemed to be an original, and may be signed in counterparts.

25. Laws. CONSULTANT agrees that in the performance of this Contract it will

reasonably comply with all applicable state, federal and local laws and regulations. This

Contract shall be governed by and construed in accordance with the laws of the State of

California and the City of Carmel-by-the-Sea.26. Attorneys Fees and Court Venue. Should

either party to this Contract bring legal action

against the other, (formal judicial proceeding, mediation or arbitration), the case shall be

handled in Monterey County, California, and the party prevailing in such action shall be

entitled to a reasonable attorneys fee which shall be fixed by the judge, mediator or

arbitrator hearing the case and such fee shall be included in the judgment, together with allcosts.

27. Severability. If any term of this Contract is held invalid by a court of

competent jurisdiction the remainder of this Contract shall remain in effect.




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IN WITNESS WHEREOF, this Contract is entered into by the parties hereto in Carmel,California, on the day and year first above written.

CITY OF CARMEL-BY-THE-SEA: CONSULTANT:

By: _________________________ By: ________________________Doug Schmitz, City Administrator Sherman Low, Neill Engineers

ATTEST:

______________________________Lori Frontella, MMCInterim City Clerk




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Exhibit AFee Schedule

Hourly Rates for Staff Members for Normal Assignments

Principal Engineer $159.00

Project Engineer $151.00

Staff Engineer/Surveyor $134.00

Engineering/Technician $111.00

CADD Draftsperson $99.00

Field Observer $105.00

Administrative Assistant $74.00

2- Man Field Survey Crew $193.00

3- Man Field Survey Crew $256.00

Blueprinting and Copying Cost +10%

Other Consultants Cost +10%

MarTech, Government Staffing Service, Neill Engineers Corp Agreements 01-05-15

Documents

Transcript of MarTech, Government Staffing Service, Neill Engineers Corp Agreements 01-05-15