HomeMy WebLinkAboutAGR-6948.A - PROTELESIS - VOLP TELEPHONE SUPPORT SERVICEPROFESSIONAL SERVICES AGREEMENT
IVoIP Telephone Service Support]
THIS PROFESSIONAL SERVICES AGREEMENT (the "Agreement") is made at
Orange, California, on this __day of , 2025 (the "Effective Date") by and
between the CITY OF ORANGE, a municipal corporation ("City"), and PROTEL
COMMUNICATIONS INC., a California corporation, doing business as PROTELESIS
("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 perforn1 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.
2. Compensation and Fees.
a. Contractor's total compensation for all services performed under this
Agreement, shall not exceed ONE HUNDRED NINITY EIGHT THOUSAND SIX HUNDRED
SIXTY DOLLARS and 121! 00 ($198,660.12) without the prior written authorization of City.
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.
3. Pavment.
a. Payment shall be made yearly, in advance, by April I, commencing on April
1,2025 as provided in Exhibit "A".
b. All such invoices shall state the basis for the amOlmt 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.
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AGR-6948.A
March11th
d. Payment shall all services, authorized costs
and authorized extra work covered by that
4.
or complexity of work, or for any
and a price therefor have been in wri ting and approved as an
amendment to this Agreement. City's Manager is authorized to approve a reduction in
services to be performed and All amendments shall set forth
of work, extension of time, and/or of the compensation to be paid by City to
and shall be signed by the City Manager or City Council, as
5. that it and any subcontractors it may
possess any which are required under state or federal law to perform the
contemplated that Contractor and its subcontractors shall maintain
appropriate of Orange business license, at cost,
performance
6. all during the term of this
Contractor shall an mdeptmdent contractor and not an employee of City.
right to control Contractor only result of Contractor's
this Agreement. City shall
accomplishes
expense, furnish all
services pursuant to
indemnify, defend and
subcontractors, including compliance with social
all other taxes, exactions, and regulations
and any subcontractors, agents or
be considered employees
or rights afforded employees
holiday pay, Public Employees
disability or workers' compensation
Except as City Contractor shall
to act on behalf of 111 whatsoever as an
express or implied, to to any obligation
by Project
under this Agreement.
be performed by
persons
No
or the assignment has the prior written approval
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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 within five (5) days of the Effective Date
of this Agreement and diligently prosecute completion of the work.
11. Time Is of tbe 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
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. Equal Employment Opportunity. During the perfom1ance 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
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.
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.
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c.
any person or
c. Contractor shall cause the foregoing
that
or raw materials.
(a) and (b) to be inserted in
all subcontracts for any work covered by this foregoing provisions
shall not apply to subcontracts for standard commercial
16. Conflicts of Interest. Contractor that it shall not make, participate in the
or in any way attempt to use its position as a 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 in 103 the Code.
Indemnity.
a. To the fullest extent
City
law, Contractor agrees to indemnify,
defend and hold City, the officers, officials, agents
and employees of City harmless from all liability arising
out of:
(1)
employee benefit acts with
employees arising out of
under any law pertaining to
any and all claims under Labor
compensation acts and other
or Contractor's subcontractor's
any and all claims
status as an contractor and
payment of prevailing
public works projects; and
(2) injury to or death of persons or damage to nrr.nPFnl
caused by any act, neglect, or of Contractor, or person, finn or {'r.T-nr.r<l
employed by Contractor, either directly or by independent contract, including all damages due to
loss or theft sustained by any or corporation including the Indemnitees, or any
them, arising out of, or in any way with the work or services which are the subject
this Agreement, including injury or either on or off City's property; but not for any
injury, death or damage the active or willful misconduct of City. Contractor,
at its own expense, cost and risk, indemnify any and all claims, actions, suits or other
proceedings that may be or against the Indemnitees on any such claim or liability
covered by this shall payor satisfy any judgment that may be rendered against
Indemnitees, or any suit or other proceedings as a result
under
the indemnifications provided this
third party indemnification rights any kind to
Agreement.
in section shall survive any
continue to be binding and in full
d.
rescission, or tennination
effect in "",,-nAn
and
to Contractor and its successors.
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18.
a. Contractor carry compensation insurance as required by
the protection of its during the of the work. Contractor understands that it
is an contractor and not compensation benefits under any
City
Contractor maintain during the life Agreement following
minImum amount comprehensive general insurance or commercial liability
insurance: greater (I) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Contractor. cover
bodily death and property damage be written on an occurrence
c. Contractor maintain
minimum amount of automotive liability
One Million Dollars ($1,000,000); or (2) all the
available to Contractor. cover bodily
all be written on an occurrence
d. Any proceeds in excess of or than the
coverage and/or minimum limits which are applicable to a given loss
to City. No representation is made that minimum requirements of this
are sufficient to cover obligations Contractor under this Agreement.
e. policy general liability automotive liability shall provide that
its officers, officials, agents, employees are declared to additional under the
tenns policy, but only with respect to the work by Contractor under
Agreement. A policy to that shall be provided to City with the
of In lieu of an endorsement, will accept a of the policy(ies) which
that is an additional insured as a contracting party. The minimum coverage required by
18.b c, above, apply to City as an additional Any liability
that is provided as the general or automobile minimums set forth herein
shall be for of
f.
g. The policies by shall be Insurance
and no held or owned by City shall upon to cover any loss the policy.
detennine own needs in procurement insurance to cover liabilities other than
as stated
b. materials,
Contractor shall by City,
evidencing aforementioned minimum to City, which
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shall provide that the insurance or allowed to lapse without at
ten (10) days' prior written
i. Except liability insurance coverage that may
this Agreement, all insurance by Contractor shall be issued by companies
conduct the pertinent line of in California and having a rating
better and Class VII or better by edition of Best Key Rating Guide. the case
professional liability insurance such coverage shall be issued by companies
licensed or admitted to conduct in California so long as such insurer
aforementioned Best
immediately notify City if any required insurance
is otherwise of this Agreement unless otherwise
In such a case, or self-insure the risk and such
costs and any therefrom, by way of set-off from any sums owed
Contractor.
the event of loss due to any
TrQr'TAr shall look to its
on insurer providing
of Contractor herein, a waiver
U!'><Hlh,. City by virtue of the
insurance.
I. shall include all subcontractors, if
policies or shall furnish and endorsements for
review approval. All subcontractors shall be
stated herein.
19. City for any reason terminate
(5) days' written notice of intent to
cease work, unless the notice from
City shall pay Contractor for satisfactorily
reimbursements incurred to the date of termination in compliance with
by City shall be for cause, in which event may withhold
City shall not be liable for any claim profits.
20. with generally accepted
accounting reasonably full and
complete papers, accounting records, (collectively, the
"records") ",,,,,et,,,,,, to the costs of and completion under Agreement.
City and representatives shall have access to reproduce
rpt'Arr1" regarding the services provided under Contractor
for a period of at least three (3)
Contractor agrees to make available all
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offices during normal business and upon (3) days' notice City, and thereof
shall furnished if requested.
21.
a. Contractor shall be knowledgeable of and comply with all local, state
federal laws which may apply to the performance this Agreement.
b. work provided for in this constitutes a
term is defined in 1720 California for which prevailing
paid, to the extent Contractor's will any work that within any
classifications which the of the of California
prevailing
shall pay not
prevailing wage rlAn>t'T'n
Relations \..:..:...:.:....::.;~~~~:...==~I
criteria,
monitoring.
c. Contractor represents warrants that it:
(1) Has complied and shall at times the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules,
and orders, including, without limitation, the Immigration Reform Control Act
(IRCA);
(2) Has not will not knowingly employ any to perform
under who is ineligible to the United terms
this Agreement;
(3) and shall at all times during the term of
properly employment documentation including,
completion and maintenance of 1-9 for Contractor's
(4) responded, and shall at all during the telm this
Agreement respond, in a timely fashion to government inspection relating to
immigration law compliance and/or Form compliance worksite by the
Department of Homeland Security, Department Labor, or the Security
Administration.
d. require all subcontractors or to the
as set forth Subsection 21.c.
e. Contractor shall, upon request of provide a all employees
working under Agreement and shall provide, to the reasonable satisfaction verification
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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
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
23. Integration. 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.
"CONTRACTOR" "CITY"
Protei Communications Inc., dba ProTelesis City of Orange
3934 Murphy Canyon Road, Suite B 1 00 300 E. Chapman Avenue
San Diego, CA 92123 Orange, CA 92866-1591
Attn.: Tom MUlU1 Attn.: Val Chavez
Telephone: 858.218.2006 Telephone: 714.744.2284
E-Mail: trnunn@protelesis.com E-Mail: vchavez@cityoforange.org
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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.
"CONTRACTOR" "CITY"
PROTEL COMMUNICATION INC., CITY OF ORANGE, a municipal corporation
a California corporation, dba PROTELESIS
'v(/}//1/J*BY:_____;._'-----~ By:#'-/-...£ ________ ______________
Printed N ame:_----:.Jo"-h_n-'Ta"'-yl..:...or______ Daniel R. Slater, Mayor
Title:______v_P....::.s_ale.:....:cs_______
*By: ~Go ATTEST:
Printed Na
Title: cEo
~/Y>~&( ~
Pamela Coleman, City Clerk
APPROVED AS TO FORM:
Nathalie Adourian
Senior Assistant City Attorney
*NOTE: City requires the following signature(s) on behalf of the Contractor:
(1) the Chairman of the Board, the President or a Vice-President, AND (2) the
Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary
or an Assistant Treasurer. If only one corporate officer exists or one corporate
officer holds more than one corporate office, please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter
into this Agreement. A copy of the corporate resolution, certified by the
Secretary close in time to the execution of the Agreement, must be provided to
City.
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EXHIBIT"A"
[Beneath this sheet.]
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