Agreement - Centricity GIS - 2021-01-13AGREEMENT FOR CONSULTANT SERVICES
This Agreement is made and effective as of January 13, 2021, between the
Costa Mesa Sanitary District, a California sanitary district ("District"), and Centricity GIS,
LLC, a Utah limited liability company ("Consultant"). In consideration of the mutual
covenants and conditions set forth herein, the parties agree as follows:
Recitals
Whereas, District contracted with EEC to perform various services related to
computerized maintenance monitoring system (CMMS), system maintenance and a GIS
permitting and service request program; and
Whereas, some of the work to be performed in that 2019 Agreement has been
performed, and some tasks have not been performed; and
Whereas, District has negotiated the payment to EEC for the work it performed,
but there remains work that EEC was unable to perform to District's satisfaction; and
Whereas, CityWorks is a company that specializes in GIS Consulting and
performs implementation, data, and application development services; and
Whereas, Consultant is a Cityworks Business Partner specializing in CMMS and
GIS services for public agency clients such as District; and
Whereas, Consultant and District staff have met and reviewed the work
remaining to be done on EEC's contracts, and Centricity understands the tasks and is
willing to finish that work as authorized by District;
Now, therefore, the parties agree as follows:
1. TERM
This Agreement shall commence as set forth in each of the Proposals hereinafter
identified, and shall remain and continue in effect until tasks described herein are
completed as stated in the proposals dated January 5, 2021, unless sooner terminated
pursuant to the provisions of this Agreement.
2. SERVICES
Consultant shall perform all of the tasks described in the January 5, 2021
Proposal for PlSupport and configuration set forth |nExhibit A,Proposal dated
January 5, 2021 for Storeroom Support and Configuration and set forth in Exhibit B.
Proposal dated January 5. 2021 fovG|8 and Cityworka CyWyW8 Support and set forth in
Exhibit C. attached hereto and incorporated herein as though set forth in h/U.
Consultant shall complete the tasks according to the schedule ofperformance which is
also set forth in Exhibit A, B and begin the tasks described in Exhibit Cwithin the time
period specified, unless the District requests that the work be done in longer phases.
Consultant understands what in desired by Diothct and what was required by the
previous contract with EEC. The parties agree that Consultant may charge an additional
$450 per month to homtg|S. C|tyworkm (PLL and CK4yW8. and CCTVv|deo)and Cqmto|
Reports software for Cih/wmrho reports,
3. PERFORMANCE
Consultant shall, at all times, faithfully, competently and to the best of his/her/its
ability, oxperenoe, and talent perform all tasks described herein. Consultant shall
employ, at a minimum, generally accepted standards and practices utilized by persons
engaged in providing similar services as are required of Consultant hereunder in
meeting its obligations under this Agreement.
4. DISTRICT MANAGEMENT
District's Manager shall represent District |nall matters pertaining to the
administration of this AQreemerd, review and approval of all products submitted by
Consultant, but not including the authority to enlarge the Tasks tobaPerformed or
change the compensation due toConsultant. The District Manager shall bmauthorized
to act on District's behalf and to execute all necessary documents which an\nrQo the
Tasks to be Performed or change Consultant's oompenaodon, subject to Section 5
hereof.
5. PAYMENT
(a) The District agrees bz pay Consultant in accordance with the tasks as met
forth in Exhibit A, B and C attached hereto and incorporated herein by this reference as
though set forth in fuU, upon completion of the task. District reserves the right to direct
that work be done in phases. This amount shall not exceed those sums set forth in
each Proposal. Said sum includes travel and other costs.
(b) Consultant oheU not be compensated for any services rendered in
connection with its performance ofthis Agreement which are in addition to those set
forth herein, unless such additional services are authorized in advance and in writing by
the District Manager. Consultant shall be compensated for any additional services in
theomountaond\nthemennerooagreedtobyOiuthu1W1onagerondConmu|tentatthe
time District's written authorized is given to Consultant for the performance of said
services. The District Manager may approve additional work not tocumulatively exceed
the greater of two thousand eight hundred and fifty dollars ($2.850.00)or ten percent
(10%) of the original contract sum. Any additional work in excess of this cumulative
amount shall beapproved bythe Board ofDirectors.
(c) Consultant will submit invoices upon task completion. Payment shall be
made within thirty (30) days of receipt of each invoice as to all non -disputed fees. If the
District disputes any of Consultant's fees, it shall give written notice to Consultant within
thirty (30) days of receipt of an invoice of any disputed fees set forth on the invoice.
@L SUSPENSION OR TERMINATION OF AGREEMENT WITHOUT CAUSE
(a) The District may, at any time, for any na000no, with or without oeuae,
suspend or terminate this Agreement, or any portion hereof, byserving upon the
Consultant at least ten (1O)days prior written notice. Upon receipt of said notice, the
Consultant shall immediately cease all work under this Agreement, unless the notice
provides otherwise. hthe District suspends cxterminates eportion ofthis Agreement,
such suspension or termination shall not make void or invalidate the remainder of this
Agreement.
In the event this Agreement is terminated pursuant to this Section, the
District shall pay to Consultant the actual value of the work performed up to the time of
bannination, provided that the work performed is of value to the District. Upon
termination of the Agreement pursuant to this 8moUon. the Consultant will submit an
invoice to the District pursuant to Section 5.
7. DEFAULT OF CONSULTANT
(a) The Consultant's failure to comply with the provisions of this Agreement
shall constitute adefault. |nthe event that Consultant isindefault for cause under the
banns of this Agreement, District shall have no obligation or duty to continue
compensating Consultant for any work performed after the date of default and can
terminate this Agreement immediately by written notice to the Consultant. Ifsuch failure
by the Consultant to make progress in the performance of work hereunder arises out of
causes beyond the Consultant's coniro|, and without fault of negligence of the
Consultant, itshall not beconsidered odefault.
¢0 Kthe District Manager cxhis/her delegate determines that the Consultant
is in default in the performance of any of the terms or conditions of this Agreement,
he/she shall cause to be served upon the Consultant a written notice of the default. The
Consultant shall have ten (10) days after service upon it of said notice in which to cure
the default by rendering e satisfactory performance. In the event that the Consultant
fails to cure its default within such period of time, the District shall have the hghi,
notwithstanding any other provision of this Agreament, to terminate this Agreement
without further notice and without prejudice to any other remedy towhich it may be
entitled etlaw, |nequity orunder this Agreement.
8. OWNERSHIP OF DOCUMENTS
(a) Consultant shall maintain complete and accurate records with respect to
the professional services required bythis Agreement and will produce the work product
opedfiedinExhibits Aand Band other such information required byDistrict that relate
tothe performance ofservices under this Agreement. Such work product shall befully
usable by District. Consultant shall maintain adequate n+conja of services provided in
sufficient detail topermit anevaluation ofservices. All such records shall bemaintained
in accordance with generally accepted accounting principles and ahoU be clearly
identified and mamdUy ocoeoo1b|a. Consultant eheU provide free access to the
representatives of District or its designees at reasonable times to such books and
records; shall give District the right to examine and audit said books and records; shall
permit District to make transcripts therefrom as necessary; and shall allow inspection of
all vvork, data, dooumenta, proceedings and activities related to this Agreement. Such
naoords, together with supporting dooumente, shall be maintained fora period of three
(3)years after receipt nffinal payment.
M Upon completion, termination or suspension of this Agreement, all work
product reduced to any medium and other documents prepared in the course of
providing the services to be performed pursuant 10this Agreement shall become the
eo|a property of the District and may be used, reused or otherwise disposed of by the
District without the permission of the Consultant. With respect to computer fi|em.
Consultant shall make available to the District, at the Consultant's office and upon
reasonable written request by the Oistdct, the necessary computer ecdtwana and
hardware for purposes of accessing, compiling, transferring and printing computer files.
0. INDEMNIFICATION
(a) When the law establishes a
professional standard of care for Consultant's services, to the fullest extent permitted by
law, Consultant shall indemnify, protect, defend and hold harmless District and any and
all of its officials, employees and agents ("Indemnified Parties") from and against any
and all |ooaeo. |iobi|itien, damoges, costs and expenses, including attornayafees and
costs to the extent same are caused in whole or in part by any negligent or wrongful act,
error or omission of Conuu|tant, its offimars, agents, employees or aubmonnu\tmnta (or
any entity or individual that Consultant shall bear the legal liability thereof) in the
performance of professional services under this Agreement.
(b) Indemnification for Other than Professional Liability. Other than hnthe
performance of professional services and tuthe full extent permitted bylaw, Consultant
ahoU indemnify, defend and hold hann|eaa Disbict, and any and all of its emp|oyaoa,
offidu|o and agents from and against any liability (including liability for claims, suits,
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actions, arbitration proceedings, administrative pnzomedingm, regulatory proceedings,
loaaos, expenses or costs of any kind, whether actue|, alleged or threatened, including
attorney's fees and costs, court mosts, interest, defense costs and expert witness fees),
where the same admo out of, are e consequence of, or are in anyway attributable to, in
whole or in part, the performance of this Agreement by Consultant or by any individual
or entity for vvh|oh Consultant is legally ||ab|e, ino|uding, but not limited to, officers,
agent, employees oroubuonnu|tantoofConsultant.
10. INSURANCE
Consultant shall maintain prior to the beginning of and for the duration of this
Agreement insurance coverage as specified in Exhibit 8attached tnand part ofthis
Agreement. Such coverage shall provide automotive, commercial general liability and
professional error coverage, if appropriate. Existing coverage may suffice if coverage
limits are acceptable. District must be named on additional insured on the
endorsement.
11. INDEPENDENT CONSULTANT
(a) Consultant is and shall at all times remain as to the District o wholly
independent Consultant. The personnel performing the services under this Agreement
on behalf of Consultant aho|| at all times be under Consultant's exclusive direction and
control. Neither District nor any ofits offioera.employees, oragents shall have control
over the conduct of Consultant or any of Consultant's officenn, amp|oyeeo, or agents,
except as set forth in this Agreement. Consultant shall not at any time or in any manner
represent that it or any of its ofhoene, emp|oye*a, or agents are in any manner officers,
emp|oyeea, or agents of the Oiathoi. Consultant shall not incur or have the power to
incur any dabt, obligation, or liability whatever against D|atr|ot, or bind District in any
manner.
(b) No employee benefits shall beavailable to Consultant in connection with the
performance of this Agreement. Except for the fees paid to Consultant asprovided in
the Agreement, District ehoU not pay aalariea, wageo, or other compensation to
Consultant for performing services hereunder for District. District shall not be liable for
compensation or indemnification to Consultant for injury or sickness arising out of
performing services hereunder.
12. LEGAL RESPONSIBILITIES
The Consultant mhoU keep itself informed of State and Federal lams and
regulations which in any manner affect those employed byitorin any way affect the
performance ofits service pursuant to this Agreement. The Consultant shall egall times
observe and comply with all such laws and regulations. The District, and its offioenaand
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employees, shall not be liable at law orinequity occasioned by failure of the Consultant
to comply with this Section.
13. UNDUE INFLUENCE
Consultant declares and warrants that no undue influence or pressure has been used
against or in concert with any officer or employee of the Costa Mesa Sanitary District in
connection with the award, banna or implementation of this Agreement, including any
method of ooenciun, confidential financial arrangement or financial inducement. No
officer or employee of the Costa Mesa Sanitary District will receive oompanaat|on,
directly or indirectly, from Conau|tent, or from any officer, employee or agent of
Consultant, in connection with the award of this Agreement or any work to be conducted
as a nynu|t of this Agreement. Violation of this Section shall be a material breach of this
Agreement entitling the District to any and all remedies at law orin equity.
14. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES
No member, officer, or employee ofDistrict, or their designees or agents, and no
public official who exercises authority over orresponsibilities with respect \othe Project
during his/her tenure or for one year thereafter, shall have any interest, direct or indirect,
in any agreement or sub -agreement, or the proceed thereof, for work to be performed in
connection with the Project performed under this Agreement.
15. RELEASE OF INFORMATION / CONFLICTS OF INTEREST
(a) All information gained byConsultant hnperformance of this Agreement shall
beconsidered confidential and shall not be released by Consultant without District's
prior written authorization. Consultant, its officers, employaeo.agentaormubconyuhant .
shall not without written authorization from the District Manager or unless requested by
the District [:ounae|, voluntarily provide declarations, letters of support, testimony at
depooitionw, nsspnnno to inhernogatnhem, or other information concerning the work
performed under this Agreement or relating to any project or property located within the
District. Response to a subpoena urcourt order shall not be considered "voluntary"
provided Consultant gives District notice ofsuch court order orsubpoena.
(b) Consultant shall promptly notify District should Consultant, its officers,
However, District's right toreview any such response does not imply ormean the right
by District to cmntnz, direct, or rewrite said response.
(c) Consultant covenants that neither it nor any officer or principal of their firm
have any interest in, urshall acquire any interest, directly orindirectly, which will conflict
inany manner ordegree with the performance oftheir services hereunder. Consultant
further covenants that in the performance ofthis Agreement, no person having such
interest shall be employed by them as an offioer, emp|oyee, agent or nuboonau|tant.
Consultant further covenants that Consultant has not contracted with nor is performing
any services, directly or indirecUy, with any developer(s) end/or property owner(o)
andlor firm(s) and/or partnership(s) owning property in the District or the study area and
further covenants and agrees that Consultant and/or its subconsultants shall provide no
service or enter into any agreement or agreements with o/eny developer(s) and/or
property owner(s) andlor firm(s) and/or partnership(s) owning property in the District or
the study area prior to the completion of the work under this Agreement.
18. NOTICES
Any notices which either party may desire togive buthe other party under this
Agreement must be|nwriting and may begiven by: (i)personal oarvice delivery by
a reputable document delivery oemiue, such as but not limited to, Federal Expnaoa,
which provides a receipt showing date and time of delivery, or(iii) mailing in the United
States K4a|}, certified mail, postage prepe|d, return receipt requested, addressed to the
address of the party as set forth below or at any other address as that party may later
designate bynotice:
To District: Costa Mesa Sanitary District
290 Pamlarino
Costa Mesa, CA82827(?)
Attn: District Clerk
To Consultant: ConbicityG|S
10859NBahakaeSt
Cedar Hills, Utah 84062
17. ASSIGNMENT
The Consultant shall not assign the performance ofthis Agreement, nor any part
thereof, nor any monies due henaunder, without prior written consent ofthe District.
Because of the [mnmno| nature of the services to be rendered pursuant to this
Agreement, Brandon Wright ehe|| supervise urperform the services described in this
Agreement.
Brandon Wright may use assistants, under its direct supervision, toperform
some of the services under this ant; howwver, all client contact and interaction
regarding professional services shall beprovided by Brandon Wright. Consultant shall
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provide District fourteen (14)day'snotice prior tothe departure ofBrandon Wright from
Consultant's employ. Should he/mho leave Consultant's employ, the District shall have
the option to immediately terminate this Agreement, within three (3)days ofthe close uf
said notice period. Upon termination of this agreement, Consultant's sole compensation
mhnU be payment for actual services performed up to. and |nduding, the date of
termination or as may be otherwise agreed to in writing between the Board of Directors
and the Consultant.
18. LICENSES
At all times during the term of this Agreement, Consultant shall have |nfull force
and effect, all licenses required of it by law for the performance of the services
described in this Agreement.
19. GOVERNING LAW
The Distdct and Consultant understand and agree that the |ewa of the State of
California shall govern the rights, odigoUono, duties and liabilities of the parties to this
Agreement and also govern the interpretation of this Agreement. Any litigation
concerning this Agreement shall bake p/uoo in the municipa|, superior nrfederal district
court with jurisdiction over the Costa yWama Sanitary District.
20. ENTIRE AGREEMENT
This Agreement contains theanUreumdorebandingbetw*endhepartiennelatinghn
the obligations of the parties described in this Agreement. All prior or contemporaneous
agrmemenby, understandings, representetions, and statements, oral or written, are
merged into this Agreement and shall be of no further force or effect. Each party is
entering into this Agreement based solely upon the representations set forth herein and
upon each party's own independent investigation of any and all facts such party deems
material.
Consultant is bound by the contents of Exhibits Aand Bhereto and incorporated
herein by this naboranma. In the event of conflict, the requirements of District's Request
for Proposals and this Agreement shall take precedence over those contained in the
22. MODIFICATION
No modification hothis Agreement shall be effective unless it is in writing and
signed byauthorized representatives ofthe parties hereto.
23. AUTHORITY TO EXECUTE THIS AGREEMENT
The person or persons executing this Agreement on behalf of Consultant
warrants and represents that he/she has the authority toexecute this Agreement on
behalf of the Consultant and has the authority to bind Consultant to the performance of
its obligations hereunder.
24. INTERPRETATION
In the event nfconflict or inconsistency between this Agreement and any other
document, including any proposal or Exhibit hereto, this Agreement shall control unless
a contrary intent is clearly stated.
IN VV[7NES8 VVHEREOF, the parties hereto have caused this Agreement to be
executed this day and year first above written.
COSTA SANITARY DISTRICTManaaer
Brandon Wright
Typed Name
President
Title
APPROVED A8TOFORM:
District Counsel