AGR-5921.E - DARREN DOERSCHEL - TECHNICAL SUPPORT OF AV AND TV SYSTEMS SUPPORTING COUNCIL CHAMBER OPERATION5-sE
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this 22nd day of DPr.PmbPr , 2020 (the "Effective Date") by and
between the CTTY OF ORANGE,a municipal corporation("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.
Mike Dering, Information Technology Project Manager("City's Project Manager"), sha11
be the person to whom Contractor will report for the performance of services hereunder. It is
understood that Contractor's performance hereunder shall be under the supervision of City's
Project Manager(or his/her designee),that Contractor shall coordinate its services hereunder with
City's Proj ect Manager to the extent required by City's Proj ect Manager,and that all performances
required hereunder by Contractor shall be performed to the satisfaction of City's Project Manager
and the City Manager.
2. Comnensation and Fees.
a. Contractor's total compensation for all services performed under this
Agreement, shall not exceed FORTY-FIVE THOUSAND SIX HUNDRED DOLLARS and
00/100 ($45,600.00)without the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited
to, all clerica.l, administrative, overhead, insurance, reproduction, telephone, travel, auto rental,
subsistence and all related expenses.
3. Pavment.
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.
in. A11 such invoices shall state the basis for the amount invoiced, including
services completed,the number of hours spent and any extra work performed.
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. Chan e 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 sha11 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
right to control Contractor only insofar as the result of Contractor's services rendered pursuant to
this Agreement. City shall not have the right to control the means by which Contractor
accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and
expense, furnish all facilities, materials and equipment which may be required for furnishing
services pursuant to this Agreement. Contractor shall be solely responsible for, and shall
indemnify, defend and save City harmless from all matters relating to the payment of its
subcontractors,agents and employees, including compliance with social security withholding and
all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.
Contractor acknowledges that it and any subcontractors, agents or employees employed by
Contractor shall not,under any circumstances,be considered employees of City,and that they shall
not be entitled to any ofthe benefits or rights afforded employees of CiTy,including,but not limited
to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or
health, life, dental, long-term disability or workers'compensation insurance benefits.
7. Contractor Not A ent. Except as City may specify in writing, Contractor shall
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.
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8. Desi nated 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. Assi nmQnt or Subcontr ctin. 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. Ti ne of Comnletion. Except as otherwise specified in E chibit "A," Contractor
shall commence the work provided for in this Agreement within five(5)days of the Effective Date
of this Agreement and diligently prosecute completion of the work as 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. Dela vs a xa Exteasions of Tiffi. 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
additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No
additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above,
absent a written amendment to this Agreement.
14. Products of Contractor. The documents, studies, evaluations, assessments,
reports,plans, citations,materials, manuals,technical data, logs, files,designs and other products
produced or provided by Contractor for this Agreement shall become the property of City upon
receipt. Contractor shall deliver all such products to City prior to payment for same. City may
use,reuse or otherwise utilize such products without restriction.
15. EauaI Emalovment Opportunitv. During the performance of this Agreement,
Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for
employment because of race, color, religion, sex, national origin, mental or physical disability, or
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
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or transfer,recruitment or recruihnent advertising,layoffor 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.
b. Contractor shall, in all solicitatioris 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. IndQmnitv.
a. To the fullest extent permitted by law, Contractor agrees to indemnify,
defend and hold City,its City Council and each member thereo 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
employees arising out of Contractor's work under this Agreement, including any and all claims
under any law pertaining to Contractor or its employees' status as an independent contractor and
any and all claims under Labor Code section 1720 related to the payment of prevailing wages for
public works projects; and
2) Any claim,loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission other than a professional act or omission of
Contractor, or person, firm or corporation employed by Contractor, either directly or by
independent contract, including all damages due to loss or theft sustained by any person, firm or
corporation including the Indemnitees, or any of them, arising out of, or in any way connected
with the work or services which are the subject of this Agreement, including injury or damage
either on or offCity's property;but not for any loss, injury, death or damage caused by the active
negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall
indemnify any and all claims,actions, suits or other proceedings that may be brought or instituted
against the Indemnitees on any such claim or liability covered by this subparagraph,and shall pay
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.
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b. To the fullest extent permitted by law, Contractor agrees to indemnify and
hold Indemnitees entirely harmless from all liability arising out of any claim, loss, injury to or
death of persons or damage to property caused by its negligent professional act or omission in the
performance of professional services pursuant to this Agreement.
c. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party 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. Insuranee.
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, automobile
liability insurance as required by law.
d. Any insurance proceeds in excess of or broader than the minimum required
coverage and/or minimum required limits which are applicable to a given loss shall be available
to City. No representation is made that the minimum insurance requirements of this Agreement
are sufficient to cover the obligations of Contractor under this Agreement.
e. Each policy of general liability shall provide that City;its officers,officials,
agents, and empioyees are declared to be additional insureds under the terms of the policy, but
only with respect to the work performed by Contractor under this Agreement. A policy
endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu
of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an
additional insured as a contracting party. The minimum coverage required by Subsection 18.b and
c,above, shall apply to City as an additional insured.
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
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such policy in force and effect for at least five (5) years from the date of completion of this
Agreement.
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 general liability and professional liability 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
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.
Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor
or City with respect to the services of Contractor herein,a waiver of any right to subrogation which
any such insurer may acquire against City by virtue of the payment of any loss under such
insurance.
1.Contractor shall include all subcontractors, if any, as insureds under its
policies or shall furnish separate certificates and endorsements for each subcontractor to City for
review and approval. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
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
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this Agreement, unless termination tiy 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.
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
of ices 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/Immi ration 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
Industrial Relations(www.dir.ca.ov/DLSR). Additionally,to perform work under this Contract,
Contractor must meet all State registration requirements and criteria,including project compliance
monitoring.
c. Contractor represents and warrants that Contractor:
1) Has complied and shall at all times during the term of this
Agreement comply, in all r espects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
IRCA); and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement;and
3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Contractor's
employees; and
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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.
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, andlor fails to
follow federa.l 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. Governin 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
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County,California.
23. Inte ration. This Agreement constitutes the entire agreement of the parties. No
other agreement,oral or written,pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
24. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail,
postage prepaid, to each party at the address listed below. Either party may change the notice
address by notifying the other party in writing. Notices shall be deemed received upon receipt of
same or within three(3) days of deposit in the U.S.Mail,whichever is earlier. Notices sent by e-
mail shall be deemed received on the date of the e-mail transmission.
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CONTR ACTOR" CTTY"
Darren P.Doerschel City of Orange
2307 32°a Street#3 300 E. Chapman Avenue
Santa Monica, CA 90405 Orange, CA 92866-1591
Attn.: Darren Doerschel Attn.: Mike Dering
Telephone: (310)350-8399 Telephone: (714)744-2285
E-Mail: DoerschelandAssociates@outlook.com E-Mail: mdering@cityoforange.org
25. Counternarts. 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"
D
s
DOE SCHE , le proprietor CITY OF ORANGE,a municipal corporation
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cr
By: ' By:
Darren erschel, Owner Mark A.Murphy,Mayor
ATTEST:
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Mary E.Bi ing
Senior Assistant City Attorn
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EXHIBIT uA"
SCOPE OF SERVICES
Beneath this sheet.]
October 26th, 2020
To: Mike Dering
Project Manager
Information Technology, Ciiy of Orange
Re: Periodic Technical Operations Maintenance and Support
Mr. Dering:
Thank you for allowing me the opportunity to provide you with this proposal. It is my understanding that the Ciiy is
need of continued technical support related to the newly installed AV Systems and N Systems supporting the
Council Chamber operations.
Besides as-needed assistance, quarterly onsite visits to provide operational training and maintenance support are an
aspect of the Scope of Services. Orientation to the different applications, technical training on signal-flow and
operation of various devices and systems are included in the proposed services along with any offsite phone support
required.
F e,t:;B
The #ollowing services to be provided are based on estimated hourly onsite troubleshooting or review and setup of
systems or devices in order to assist with technical operations and support services upon request by the City. 4
hours total per site visits are proposed for each operations training and/or maintenance support that may be relevant
to the performance of the systems or device in question. Also included in this proposal are 15 floaUng hours per
quarter to be used on an as-needed basis for any additional operational or maintenance support issues.
The major systems to be reviewed and targeted for operational training or maintenance support include the On-Air
Playback Automation System, the Camera Control and Robotics System, the Graphics and Character Generator
System, the Video Production Switcher, the Sound Reinforcement Sjrstem, the AV Control System, the Video and
Audio Routing Systems,the Distribution and Monitoring Systems and any other technically related subsystems.
P a J z;:c-z.:.:,
Recommended objectives and training tasked to be performed offsite and onsite with Ciry designated staff include:
Assess and Evaluate current operational needs and discuss basis for improvements
Review and Troubleshoot issues related to any all technical systems related to Council Chamber
Develop training objectives and a list of tasks as a part of any training sessions
Evaluate identified functional performance issues related to AV or N Production workflows
Provide technical support and offsite assistance by phone when necessary
Assist City with contacting manufacturers or Warranty Servicers as needed
Report on completed tasks,training performed or recommendations after troubleshooting
EParr rt c. aerscSel. vsten s l earatian onsultan
23n7 32 5treet#3 Saitta P,onica.G 8 405 QICE: '310.35.a3 J
E"PrtAIL se oarsehel@scca'k.rr.cozn
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J9i`,{i fl':.(,.C;'.i C_>fiI'1'r,G;n
Description of Services on Quartedy Basis Quarterly Units Annual Units
Qua terly Assessment,Training,Maintenance Support 25 hours 100 hours
Onsite As-Needed Evaluation,Repair,Phone Support(Floating) 15 hours 60 hours
Totals 160 hours
Total Estima4ted Fi nge for 3 Ye rs 480 hours
Mnual Cost at 95/r. 15,200
Total 3-year Cost e5,6Q0
These are only estimates based on the current understanding of the City's needs. The cost proposal includes
estimated hours to complete various tasks listed, however no minimum hours will be billed to the City if no hours are
used or requested by the City throughout the year.
Please contact me with any changes you wish to make regarding this proposal.Thank you for the opportunity, I look
forward to assisting the City of Orange with their AV and N Production operations on an as-needed basis.
Sincerely,
Darren P. Doerschel
Systems Integration Consultant
310.350.8399
2307 32"d Street#3
Santa Monica CA 90405
3 rren P. ao+;rschei. Susf n s irtearafior; Ca sultant
23U7 32od Street r Santa Monica,CA 9 4 5 VOICE: 310.35 J.8399
Ei iifL:seaersci el@secai.i;.cort
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