AGR-5921.G - DARREN DOERSCHELAGZR-59-21.Gi
PROFESSIONAL SERVICES AGREEMENT
[TV and AV Production Support and Systems Maintenance Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is. made at
Orange, California, on this kDA day of '�,, , 2022 (the "Effective Date") by and
between the CITY OF ORANGE, a municipal corpor tion ("City"), and DARREN DOERSCHEL,
a sole proprietor ("Contractor"), who agree as follows: .
1. Services. Subject to the terms and conditions set forth in this Agreement,
Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit "A,"
which is attached hereto and incorporated herein by reference. As a material inducement to City
to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated
and considered the scope of services and fully understands the difficulties and restrictions in
performing the work. The services which are the subject of this Agreement are not in the usual
course of City's business and City relies on Contractor's representation that it is independently
engaged in the business of providing such services and is experienced in performing the work.
Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner
in conformance with the standards of quality normally observed by an entity providing such
services to a municipal agency. All services provided shall conform to all federal, state and local
laws, rules and regulations and to the best professional standards and practices. The terms and
conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A"
to the contrary.
.QR-59-21.Gi
PROFESSIONAL SERVICES AGREEMENT
[TV and AV Production Support and Systems Maintenance Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is. made at
Orange, California, on this kDA day of '�,, , 2022 (the "Effective Date") by and
between the CITY OF ORANGE, a municipal corpor tion ("City"), and DARREN DOERSCHEL,
a sole proprietor ("Contractor"), who agree as follows: .
b. The above compensation shall include all costs, including, but not limited
to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
2.1 Term and Extension(s)
a. The Initial Term of this Agreement is one (1) year (the "Initial Term"),
commencing July 1, 2022 and expiring on June 30, 2023 (the "Expiration Date"); provided,
however, that City has the right to extend the term of this Agreement for the following extensions
and upon the following terms:
• First Extension (the "First Extension Term") commencing July 1, 2023, and terminating
June 30, 2024, in an annual amount not to exceed SEVENTY-FOUR THOUSAND
DOLLARS and 00/100 ($74,000.00) without the prior written authorization of City;
• Second Extension (the "Second Extension Term") commencing July 1, 2024, and
terminating June 30, 2025, in an annual amount not to exceed SEVENTY-FOUR
THOUSAND DOLLARS and 00/100 ($74,000.00) without the prior written authorization
of City; ,
b. The City Manager is hereby authorized on behalf of City to give written
notice to Contractor of City's intention to exercise each Extension (if at all) no later than thirty
(30) days prior to the Expiration Date of the then -current term; provided, however, that City's
notice of its intention to extend the term of this Agreement for each Extension shall be expressly
conditioned upon and subject to the approval by the City Council, in its sole and absolute
discretion, of an amount sufficient to pay the compensation set forth herein for each Extension as
part of its annual budget approval process prior to the beginning of each Extension. While the
parties acknowledge that City is required to give its notice of intention to extend the term of this
Agreement not later than thirty (30) days prior to the Expiration Date of then -current term, it is
possible that the City Council's approval of its annual budget and appropriation of funds for the
Extension in question may occur thereafter. Accordingly, if the City Council fails to approve and
however, that City has the right to extend the term of this Agreement for the following extensions
and upon the following terms:
• First Extension (the "First Extension Term") commencing July 1, 2023, and terminating
June 30, 2024, in an annual amount not to exceed SEVENTY-FOUR THOUSAND
DOLLARS and 00/100 ($74,000.00) without the prior written authorization of City;
• Second Extension (the "Second Extension Term") commencing July 1, 2024, and
terminating June 30, 2025, in an annual amount not to exceed SEVENTY-FOUR
3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an
invoice for the services completed, authorized expenses and authorized extra work actually
performed or incurred.
b. All such invoices shall state the basis for the amount invoiced, including
services completed, the number of hours spent and any extra work performed.
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C. City will pay Contractor the amount invoiced within thirty (30) days after
the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
and a price therefor have been previously authorized in writing and approved by City as an
amendment to this Agreement. City's Project Manager is authorized to approve a reduction in the
services to be performed and compensation therefor. All amendments shall set forth the changes
of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor
and shall be signed by the City's Project Manager, City Manager or City Council, as applicable.
5. Licenses. Contractor represents that it and any subcontractors it may engage,
possess any and all licenses which are required under state or federal law to perform the work
contemplated by this Agreement and that Contractor and its subcontractors shall maintain all
appropriate licenses, including a City of Orange business license, at its cost, during the
performance of this Agreement.
6. Independent Contractor. At all times during the term of this Agreement,
Contractor shall be an independent contractor and not an employee of City. City shall have the
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c. City will pay Contractor the amount invoiced within thirty (30) days after
the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs
and authorized extra work covered by that invoice.
4. Change Orders. No payment for extra services caused by a change in the scope
or complexity of work, or for any other reason, shall be made unless and until such extra services
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Contractor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Only those qualified persons authorized by City's Project
Manager, or as designated in Exhibit "A," shall perform work provided for under this Agreement.
It is understood by the parties that clerical and other nonprofessional work may be performed by
persons other than those designated.
9. Assignment or Subcontracting. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion. Except as otherwise specified in Exhibit "A," Contractor
shall commence the work provided for in this Agreement upon commencement of the Initial Term
of this Agreement and diligently prosecute completion of the work in accordance with the time
period set forth in Exhibit "A" hereto or as otherwise agreed to by and between the representatives
of the parties.
11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall
do all things necessary and incidental to the prosecution of Contractor's work.
12. Reserved.
13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its
control, other than those delays caused by City, shall be an extension of time. No matter what the
cause of the delay, Contractor must document any delay and request an extension of time in writing
at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the
length of the delay outside Contractor's control. If Contractor believes that delays caused by City
will cause it to incur additional costs, it must specify, in writing, why the delay has caused
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9. Assignment or Subcontracting. No assignment or subcontracting by Contractor
of any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or subcontracting. Such assignment or
subcontracting may be approved by the City Manager or his/her designee.
10. Time of Completion. Except as otherwise specified in Exhibit "A," Contractor
shall commence the work provided for in this Agreement upon commencement of the Initial Term
of this Agreement and diligently prosecute completion of the work in accordance with the time
any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include, but not be limited to the following: employment, upgrading, demotion
or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms
of compensation and selection for training, including apprenticeship. Contractor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
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b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by. applicable law.
C. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as a consultant to influence any decision of City
in which Contractor knows or has reason to know that Contractor, its officers, partners, or
employees have a financial interest as defined in Section 87103 of the Government Code.
17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City (collectively the "Indemnitees") entirely harmless from all liability arising ;
out of:
(1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Contractor's employees or Contractor's subcontractor's
b. Contractor shall, in all solicitations and advertisements for employees
placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration
for employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by. applicable law.
C. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in
all subcontracts for any work covered by this Agreement, provided that the foregoing provisions
shall not apply to subcontracts for standard commercial supplies or raw materials.
or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any
action, suit or other proceedings as a result of coverage under this subparagraph.
b. To the fullest extent permitted by law, and as limited by California Civil
Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability
arising out of any claim, loss, injury to or death of persons or damage to property to the extent
caused by its negligent professional act or omission in the performance of professional services
pursuant to this Agreement.
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C. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third parry indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Contractor and its successors.
18. Insurance
a. Contractor shall carry workers' compensation insurance as required
by law for the protection of its employees during the progress of the work. Contractor understands
that it is an independent contractor and not entitled to any workers' compensation benefits under
any City program.
b. Contractor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover
bodily injury, death and property damage and be written on an occurrence basis.
C. Contractor shall maintain during the life of this Agreement, the following
minimum amount of automotive liability insurance: the greater of (1) a combined single limit of
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c. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third parry indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Contractor and its successors.
18. Insurance
Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability
insurance that is provided as part of the general or automobile liability minimums set forth herein
shall be maintained for the duration of the Agreement.
f. Contractor shall maintain during the life of this Agreement professional
liability insurance covering errors and omissions arising out of the performance of this Agreement
with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep
such policy in force 'and effect for at least five (5) years from the date of completion of this
Agreement.
1.1
g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which
shall provide that the insurance in force will not be canceled or allowed to lapse without at least
ten (10) days' prior written notice to City.
i. Except for professional liability insurance coverage that may be required by
this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to
conduct the pertinent line of insurance business in California and having a rating of Grade A or
better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of
professional liability insurance coverage, such coverage shall be issued by companies either
licensed or admitted to conduct business in California so long as such insurer possesses the
aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self -insure the risk and charge Contractor for such
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g. The insurance policies maintained by Contractor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Contractor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
h. Before Contractor performs any work or prepares or delivers any materials,
Contractor shall furnish certificates of insurance and endorsements, as required by City,
evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which
19. Termination. City may for any reason terminate this Agreement by giving
Contractor not less than five (5) days' written notice of intent to terminate. Upon receipt of such
notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in which event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
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20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
"records") pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three (3) days' notice from City, and copies thereof
shall be furnished if requested.
21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. If the work provided for in this Agreement constitutes a "public works," as
that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must
be paid, to the extent Contractor's employees will perform any work that falls within any of the
classifications for which the Department of Labor Relations of the State of California promulgates
prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it,
shall pay not less than the specified prevailing rates of wages to all such workers. The general
prevailing wage determinations for crafts can be located on the website of the Department of
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20. Maintenance and Inspection of Records. In accordance with generally accepted
accounting principles, Contractor and its subcontractors shall maintain reasonably full and
complete books, documents, papers, accounting records, and other information (collectively, the
"records") pertaining to the costs of and completion of services performed under this Agreement.
City and its authorized representatives shall have access to and the right to audit and reproduce
any of Contractor's records regarding the services provided under this Agreement. Contractor shall
maintain all such records for a period of at least three (3) years after termination or completion of
this Agreement. Contractor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three (3) days' notice from City, and copies thereof
employees; and
(4) Has responded, and shall at all times during the term of this
Agreement respond, in a timely fashion to any government inspection) requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
d. Contractor shall require all subcontractors or subconsultants to make the
same representations and warranties as set forth in Subsection 21.c.
I
e. Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide, to the reasonable satisfaction of City, verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Contractor. Once such request has been made, Contractor may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub -consultants to make the
same verification as set forth in Subsection 21.e.
g. If Contractor or subcontractor knowingly employs an employee providing
work under this Agreement who is not authorized to work in the United States, and/or fails to
follow federal laws to determine the status of such employee, that shall constitute a material breach
of this Agreement and may be cause for immediate termination of this Agreement by City.
h. Contractor agrees to indemnify and hold City, its officers, officials, agents
and employees harmless for, of and from any loss, including but not limited to fines, penalties and
corrective measures City may sustain by reason of Contractor's failure to comply with said laws,
rules and regulations in connection with the performance of this Agreement.
22. Governing Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Contractor agrees to submit to the
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e. Contractor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide, to the reasonable satisfaction of City, verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Contractor. Once such request has been made, Contractor may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub -consultants to make the
"CONTRACTOR"
Darren P. Doerschel
2307 32"d Street #3
Santa Monica, CA 90405
Attn.: Darren Doerschel
Telephone: (310) 350-8399
E-Mail: DoerschelandAssociates@outlook.com
"CITY"
City of Orange
300 E. Chapman Avenue
Orange, CA 92866-1591
Attn.: Will Kolbow
Telephone: (714) 744-2235
E-Mail: wkolbow@cityoforange.org
6
25. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
"CONTRACTOR" "CITY"
DARREN DOERSCHEL, a sole proprietor
CIT
*By: A-0. By:
Printed Name: Darren Doerschel
Title: Systems Integration Consultant
ATTEST:
25. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
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25. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
10
EXHIBIT "A"
SCOPE OF SERVICES
[Beneath this sheet.]
EXHIBIT "A"
SCOPE OF SERVICES
[Beneath this sheet.]
June 2nd, 2022
To: Mike Dering
Project Manager
Information Technology, City of Orange
Re: City of Orange, Civic Meeting TV/AV Production Personnel Support, AV Preparation and Systems Maintenance ,
Support
Mr. Dering:
Thank you for allowing me the opportunity to provide you a proposal for ongoing TV and AV production personnel
support at each of the civic meetings including the City Council meetings, Planning Commission meetings and the
Design Review Committee meetings. Additionally, the City is need of continued technical support related to the newly
installed AV Systems and TV Systems supporting the Council Chamber operations and can be categorized as
infrastructure and systems maintenance support.
TV Production and AV Functionality Support
The TV/AV production personnel to attend each meeting will provide technical oversight and support of the ongoing
operations principally ran the by the Chapman students as well as a lead role in TV/AV production during the Design
Review Committee (DRC) meetings and others as requested by the City. We will take the lead role in TV/AV
production responsibilities and require a higher level of effort and operational support.
Additionally, a newer AV test and preparation service role has been requested whereby crew arrive earlier, up to 2
hours before the meetings, to go through a check list of Audio Visual device and systems performance testing.
Infrastructure and Systems Maintenance Support
June 2nd, 2022
To: Mike Dering
Project Manager
Information Technology, City of Orange
Re: City of Orange, Civic Meeting TV/AV Production Personnel Support, AV Preparation and Systems Maintenance ,
Support
Mr. Dering:
<continued below>
Darren P. Doerschel, Systems Integration Consultant
2307 32od Street #3 Santa Monica, CA 90405 VOICE: 310.350.8399
EMAIL: doerschelandassociates@outlook.com
Page 1
TV Production, Oversite, and AV Testing and Cost Estimates
Description of Services
Minimum Units
Projected Max.
Projected Per/month Costs
City Council Meeting TV/AV Personnel Support
4 Hours
6 Hours
1500 (2 per/month)
Planning Commission Meetings TV/AV Personnel Support
4 Hours
5 Hours
1250 (2 per/month)
Design Review Committee Meetings TV/AV Personnel Support
4 Hours
6 Hours
1500 (2 per/month)
Quarterly Meetings (Traffic, Parks for AV Prep and Monitoring)
3 Hours/per mtg
8 Hours/per Qtr.
250 per month (.25)
Projected Total Monthly Costs
$4500
Annual Projected Costs
$54,000
Quarterly Maintenance Cost Estimates
Description of Services on Quarterly Basis
Quarterly Units
Annual Units
Quarterly Assessment, Training, Maintenance Support
25 hours
100
Onsite As -Needed Evaluation, Repair, Phone Support (Floating)
15 hours
60
Annual Hours
160
Annual Estimate
$20,000
COMBINED ANNUAL ESTIMATE (not -to -exceed)
V4 nnn
TV Production, Oversite, and AV Testing and Cost Estimates
Description of Services
Minimum Units
Projected Max.
Projected Per/month Costs
City Council Meeting TV/AV Personnel Support
4 Hours
6 Hours
1500 (2 per/month)
Planning Commission Meetings TV/AV Personnel Support
4 Hours
5 Hours
1250 (2 per/month)
Design Review Committee Meetings TV/AV Personnel Support
4 Hours
6 Hours
1500 (2 per/month)
Quarterly Meetings (Traffic, Parks for AV Prep and Monitoring)
3 Hours/per mtg
8 Hours/per Qtr.
250 per month (.25)
Proiected Total Monthlv Costs
$4500
J 1 u.Jou.01idd
2307 32"d Street #3
Santa Monica CA 90405
Darren P. Doerschel, Systems Integration Consultant
2307 3210 Street #3 Santa Monica, CA 90405 VOICE: 310.350.8399
EMAIL: doerschelandassociates@outlook.com
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