HomeMy Public PortalAboutC-20-161 - Telanet Midwest, Inc., Call Detail Record (CDR) Reporting System for Detailed Reports of all Telephone CallsAGREEMENT FOR CONTRACT SERVICES
BETWEEN THE CITY OF CARSON AND
TELANET MIDWEST, INC.
THIS AGREEMENT FOR CONTRACT SERVICES (herein "Agreement") is made and
entered into this � day of'::S:::,1e<-e , 2020 by and between the CITY OF CARSON, a
California municipal corporation ("City") and TELANET MIDWEST, a Delaware corporation
("Consultant"). City and Consultant are sometimes hereinafter individually referred to as "Party"
and hereinafter collectively referred to as the "Parties."
NOW, THEREFORE, the parties hereto agree as follows:
1.SERVICES OF CONSULTANT
1.1 Scope of Services. In compliance with all of the terms and conditions of
this Agreement, the Consultant shall perform the work or services set forth in the "Scope of
Services" attached hereto as Exhibit "A" and incorporated herein by reference. Consultant
warrants that it has the experience and ability to perform all work and services required
hereunder and that it shall diligently perform such work and services in a professional and
satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall be
provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the
City and any Federal, State or local governmental agency of competent jurisdiction.
1.3 Licenses, Permits, Fees and Assessments. Consultant shall obtain at its
sole cost and expense such licenses, permits, and approvals as may be required by law for the
performance of the services required by the Agreement.
1.4 Special Requirements. Additional terms and conditions of this Agreement,
if any, which are made a part hereof are set forth in the "Special Requirements" attached hereto
as Exhibit "B" and incorporated herein by this reference. In the event of a conflict between the
provisions of Exhibit "B" and any other provisions of this Agreement, the provisions of Exhibit
"B" shall govern.
2.COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Consultant shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit "C" and incorporated herein by this reference, but not exceeding the maximum
contract amount of Four Thousand Nine Hundred Ninety Nine Dollars and Seventy Six Cents
($4,999.76) ("Contract Sum").
2.2 Invoices. Each month Consultant shall furnish to City an original invoice
for all work performed and expenses incurred during the preceding month in a form approved by
City's Director of Finance. By submitting an invoice for payment under this Agreement,
Consultant is certifying compliance with all provisions of the Agreement. The invoice shall
01007.0001/687789 I
detail charges for all necessary and actual expenses by the following categories: labor (by sub
category), travel, materials, equipment, supplies, and subcontractor contracts. Subcontractor
charges shall also be detailed by such categories. Consultant shall not invoice City for any
duplicate services performed by more than one person.
City shall independently review each invoice submitted by the Consultant to determine
whether the work performed and expenses incurred are in compliance with the provisions of this
Agreement. Except as to any charges for work performed or expenses incurred by Consultant
which are disputed by City, City will use its best efforts to cause Consultant to be paid within
forty five (45) days of receipt of Consultant's correct and undisputed invoice; however,
Consultant acknowledges and agrees that due to City warrant run procedures, the City cannot
guarantee that payment will occur within this time period. In the event any charges or expenses
are disputed by City, the original invoice shall be returned by City to Consultant for correction
and resubmission. Review and payment by the City of any invoice provided by the Consultant
shall not constitute a waiver of any rights or remedies provided herein or any applicable law.
2.3 Additional Services. City shall have the right at any time during the
performance of the services, without invalidating this Agreement, to order extra work beyond
that specified in the Scope of Services or make changes by altering, adding to or deducting from
said work. No such extra work may be undertaken unless a written order is first given by the
Contract Officer to the Consultant, incorporating therein any adjustment in (i) the Contract Sum
for the actual cost of the extra work, and/or (ii) the time to perform this Agreement, which said
adjustments are subject to the written approval of the Consultant. Any increase in compensation
ofup to ten percent (10%) of the Contract Sum but not exceeding a total contract amount of Five
Thousand Dollars ($5,000) or in the time to perform of up to ninety (90) days may be approved
by the Contract Officer. Any greater increases, taken either separately or cumulatively, must be
approved by the City Council. No claim for an increase in the Contract Sum or time for
performance shall be valid unless the procedures established in this Section are followed.
3.PERFORMANCE SCHEDULE
Agreement.
3.1 Time of Essence. Time is of the essence in the performance of this
3.2 Schedule of Performance. Consultant shall commence the services
pursuant to this Agreement upon receipt of a written notice to proceed and shall perform all
services within the time period(s) established in the "Schedule of Performance" attached hereto
as Exhibit "D" and incorporated herein by this reference. When requested by the Consultant,
extensions to the time period(s) specified in the Schedule of Performance may be approved in
writing by the Contract Officer but not exceeding thirty (30) days cumulatively.
3.3 Force Majeure. The time period(s) specified in the Schedule of
Performance for performance of the services rendered pursuant to this Agreement shall be
extended because of any delays due to unforeseeable causes beyond the control and without the
fault or negligence of the Consultant, including, but not restricted to, acts of God or of the public
enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions,
riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency,
including the City, if the Consultant shall within ten (10) days of the commencement of such delay notify the Contract Officer in writing of the causes of the delay. The Contract Officer shall
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ascertain the facts and the extent of delay, and extend the time for performing the services for the
period of the enforced delay when and if in the judgment of the Contract Officer such delay is
justified. The Contract Officer's determination shall be final and conclusive upon the parties to
this Agreement. In no event shall Consultant be entitled to recover damages against the City for
, any delay in the performance of this Agreement, however caused, Consultant's sole remedy
being extension of the Agreement pursuant to this Section.
3.4 Term. Unless earlier tem1inated in accordance with Article 7 of this
Agreement, this Agreement shall continue in full force and effect until completion of the services
but not exceeding one (I) year from the date hereof, except as otherwise provided in the
Schedule of Performance (Exhibit "D").
4.COORDINATION OF WORK
4.1 Representative of Consultant. Jill Williams is hereby designated as being
the representative of Consultant authorized to act on its behalf with respect to the work and
services specified herein and make all decisions in connection therewith. All personnel of
Consultant and any authorized agents shall be under the exclusive direction of the representative
of Consultant. Consultant shall utilize only competent personnel to perform services pursuant to
this Agreement. Consultant shall make every reasonable effort to maintain the stability and
continuity of Consultant's staff and subcontractors, and shall keep City informed of any changes.
4.2 Contract Officer. Kevin Kennedy, Information Technologies Manager, or
such person as may be designated by the City Manager is hereby designated as being the
representative the City authorized to act in its behalf with respect to the work and services
specified herein and to make all decisions in connection therewith ("Contract Officer").
4.3 Prohibition Against Subcontracting or Assignn1ent. Consultant shall not
contract with any entity to perform in whole or in part the work or services required hereunder
without the express written approval of the City. Neither this Agreement nor any interest herein
may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. Any such prohibited assignn1ent or transfer shall be void.
4.4 Independent Consultant. Neither the City nor any of its employees shall
have any control over the manner, mode or means by which Consultant, its agents or employees,
perfonn the services required herein, except as otherwise set forth. Consultant shall perform all
services required herein as an independent contractor of City with only such obligations as are
consistent with that role. Consultant shall not at any time or in any manner represent that it or
any of its agents or employees are agents or employees of City, or that it is a member of a joint
enterprise with City.
5.INSURANCE AND INDEMNIFICATION
5.1 Insurance Coverages. The Cor:isultant shall procure and maintain, at its
sole cost and expense, in a form and content satisfactory to City, during the entire term of this
Agreement including any extension thereof, the following policies of insurance which shall
cover all elected and appointed officers, employees and agents of City:
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(a)Commercial General Liability Insurance (Occurrence Form
CGOOOl or equivalent). A policy of comprehensive general liability insurance written on a per
occurrence basis for bodily injury, personal injury and property damage. The policy of insurance
shall be in an amount not less than $1,000,000.00 per occurrence or if a general aggregate limit is
used, either the general aggregate limit shall apply separately to this contract/location, or the
general aggregate limit shall be twice the occurrence limit.
(b)Worker's Compensation Insurance. A policy of worker's
compensation insurance in such amount as will fully comply with the laws of the State of
California and which shall indemnify, insure and provide legal defense for the Consultant against
any loss, claim or damage arising from any injuries or occupational diseases occurring to any
worker employed by or any persons retained by the Consultant in the course of carrying out the
work or services contemplated in this Agreement.
(c)Automotive Insurance (Form CA 0001 (Ed 1/87) including "any
auto" and endorsement CA 0025 or equivalent). A policy of comprehensive automobile liability
insurance written on a per occurrence for bodily injury and property damage in an amount not
less than either (i) bodily injury liability limits of $100,000 per person and $300,000 per
occurrence and property damage liability limits of $150,000 per occurrence or (ii) combined
single limit liability of $1,000,000. Said policy shall include coverage for owned, non-owned,
leased, hired cars, and any other automobile.
(d)Professional Liability. Professional liability insurance appropriate
to the Consultant's profession. This coverage may be written on a "claims made" basis, and must
include coverage for contractual liability. The professional liability insurance required by this
Agreement must be endorsed to be applicable to claims based upon, arising out of or related to
services performed under this Agreement. The insurance must be maintained for at least 5
consecutive years following the completion of Consultant's services or the termination of this
Agreement. During this additional 5-year period, Consultant shall annually and upon request of
the City submit written evidence of this continuous coverage.
( e)Additional Insurance. Policies of such other insurance, as may be
required in the Special Requirements in Exhibit "B".
(f)Subcontractors. Consultant shall include all subcontractors as
insureds under its policies or shall furnish separate certificates and certified endorsements for
each subcontractor. All coverages for subcontractors shall be subject to all of the requirements
stated herein.
5 .2 General Insurance Requirements.
All of the above policies of insurance shall be primary insurance and shall name the City,
its elected and appointed officers, employees and agents as additional insureds and any insurance
maintained by City or its officers, employees or agents may apply in excess of, and not
contribute with Consultant's insurance. The insurer is deemed hereof to waive all rights of
subrogation and contribution it may have against the City, its officers, employees and agents and
their respective insurers. The insurance policy must specify that where the primary insured does
not satisfy the self-insured retention, any additional insured may satisfy the self-insured
retention. All of said policies of insurance shall provide that said insurance may not be amended
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or cancelled by the insurer or any party hereto without providing thirty (30) days prior written
notice by certified mail return receipt requested to the City. In the event any of said policies of
insurance are cancelled, the Consultant shall, prior to the cancellation date, submit new evidence
of insurance in conformance with this Section 5.1 to the Contract Officer. No work or services
under this Agreement shall commence until the Consultant has provided the City with
Certificates of Insurance, additional insured endorsement forms or appropriate insurance binders
evidencing the above insurance coverages and said Certificates of Insurance or binders are
approved by the City. City reserves the right to inspect complete, certified copies of and
endorsement to all required insurance policies at any time. Any failure to comply with the
reporting or other provisions of the policies including breaches or warranties shall not affect
coverage provided to City.
The insurance required by this Agreement shall be satisfactory only if issued by
companies qualified to do business in California, rated "A" or better in the most recent edition of
Best Rating .Guide, The Key Rating Guide or in the Federal Register, and only if they are of a
financial category Class VII or better, unless such requirements are waived by the City's Risk
Manager or other designee of the City due to unique circumstances.
5.3 Indemnification. To the full extent permitted by law, Consultant agrees to
indemnify, defend and hold harmless the City, its officers, employees and agents ("Indemnified
Parties") against, and will hold and save them and each of them harmless from, any and all
actions, either judicial, administrative, arbitration or regulatory claims, damages to persons or
property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or
threatened (herein "claims or liabilities") that may be asserted or claimed by any person, firm or
entity arising out of or in connection with the negligent performance of the work, operations or
activities provided herein of Consultant, its officers, employees, agents, subcontractors, invitees,
or any individual or entity for which Consultant is legally liable ("indemnitors"), or arising from
Consultant's or indemnitors' reckless or willful misconduct, or arising from Consultant's or
indemnitors' negligent performance of or failure to perform any term, provision, covenant or
condition of this Agreement, except claims or liabilities occurring as a result of City's sole
negligence or willful acts or omissions. The indemnity obligation shall be binding on successors
and assigns of Consultant and shall survive termination of this Agreement.
6.RECORDS, REPORTS, AND RELEASE OF INFORMATION
6.1 Records. Consultant shall keep, and require subcontractors to keep, such
ledgers, books of accounts, invoices, vouchers, canceled checks, reports, studies or other
documents relating to the disbursements charged to City and services performed hereunder (the
"books and records"), as shall be necessary to perform the services required by this Agreement
and enable the Contract Officer to evaluate the performance of such services and shall keep such
records for a period of three years following completion of the services hereunder. The Contract
Officer shall have full and free access to such books and records at all times during normal
business hours of City, including the right to inspect, copy, audit and make records and
transcripts from such records.
6.2 Reports. Consultant shall periodically prepare and submit to the Contract
Officer such reports concerning the performance of the services required by this Agreement or as
the Contract Officer shall require.
0I007.0001/687789.1 -5-
6.3 Confidentiality and Release of Information.
(a)All info1mation gained or work product produced by Consultant in
performance of this Agreement shall be considered confidential, unless such information is in the
public domain or already known to Consultant. Consultant shall not release or disclose any such
information or work product to persons or entities other than the City without prior written
authorization from the Contract Officer.
(b)Consultant shall not, without prior written authorization from the
Contract Officer or unless requested by the City Attorney, voluntarily provide documents,
declarations, letters of support, testimony at depositions, response to interrogatories or other
information concerning the work performed under this Agreement. Response to a subpoena or
court order shall not be considered "voluntary" provided Consultant gives the City notice of such
court order or subpoena.
(c)If Consultant provides any information or work product in
violation of this Agreement, then the City shall have the right to reimbursement and indemnity
from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred
as a result of Consultant's conduct.
(d)Consultant shall promptly notify the City should Consultant be
served with any summons, complaint, subpoena, notice of deposition, request for documents,
interrogatories, request for admissions or other discovery request, court order or subpoena from
any party regarding this Agreement and the work performed thereunder. The City retains the
right, but has no obligation, to represent Consultant or be present at any deposition, hearing or
similar proceeding. Consultant agrees to cooperate fully with the City and to provide the City
with the opportunity to review any response to discovery requests provided by Consultant.
6.4 Ownership of Documents. All studies, surveys, data, notes, computer
files, reports, records, drawings, specifications, maps, designs, photographs, documents and other
materials (the "documents and materials") prepared by Consultant in the performance of this
Agreement shall be the property of the City and shall be delivered to the City upon request of the
Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim
for further employment or additional compensation as a result of the exercise by the City of its
full rights of ownership use, reuse, or assignment of the documents and materials hereunder.
Moreover, Consultant with respect to any documents and materials that may qualify as "works
made for hire" as defined in 17 U.S.C. § 101, such documents and materials are hereby deemed
"works made for hire" for the City.
7.ENFORCEMENT OF AGREEMENT AND TERMINATION
7 .1 California Law. This Agreement shall be interpreted, construed and
governed both as to validity and to performance of the parties in accordance with the laws of the
State of California.· Legal actions concerning any dispute, claim or matter· arising out of or in
relation to this Agreement shall be instituted in the Superior Court of the County of Los Angeles,
State of California. In the event of litigation in a U.S. District Court, venue shall lie exclusively
in the Central District of California, in the County of Los Angeles, State of California.
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7.2 Disputes; Default. In the event that Consultant is in default under the
terms of this Agreement, the City shall not have any obligation or duty to continue compensating
Consultant for any work performed after the date of default. Instead, the City may give notice to
Consultant of the default and the reasons for the default. The notice shall include the timeframe
in which Consultant may cure the default. This timeframe is presumptively thirty (30) days, but
may be extended, if circumstances warrant. During the period of time that Consultant is in
default, the City shall hold all invoices and shall, when the default is cured, proceed with
payment on the invoices. If Consultant does not cure the default, the City may take necessary
steps to terminate this Agreement under this Article.
7.3 Le1?al Action. In addition to any other rights or remedies, either party may
take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages
for any default, to compel specific performance of this Agreement, to obtain declaratory or
injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.
Notwithstanding any contrary provision herein, Consultant shall file a statutory claim pursuant to
Government Code Sections 905 et. seq. and 910 et. seq., in order to pursue any legal action under
this Agreement.
Except with respect to rights and remedies expressly declared to be exclusive in this
Agreement, the rights and remedies of the parties are cumulative and the exercise by either party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same or
different times, of any other rights or remedies for the same default or any other default by the
other party.
7.4 Termination Prior to Expiration of Term. This Section shall govern any
termination of this Contract except as specifically provided in the following Section for
termination for cause. The City reserves the right to terminate this Contract at any time, with or
without cause, upon thirty (30) days' written notice to Consultant, except that where termination
is due to the fault of the Consultant, the period of notice may be such shorter time as may be
determined by the Contract Officer. In addition, the Consultant reserves the right to terminate
this Contract at any time, with or without cause, upon sixty (60) days' written notice to City,
except that where termination is due to the fault of the City, the period of notice may be such
shorter time as the Consultant may determine. Upon receipt of any notice of termination,
Consultant shall immediately cease all services hereunder except such as may be specifically
approved by the Contract Officer. Except where the Consultant has initiated termination, the
Consultant shall be entitled to compensation for all services rendered prior to the effective date
of the notice of termination and for any services authorized by the Contract Officer thereafter in
accordance with the Schedule of Compensation or such as may be approved by the Contract
Officer. In the event the Consultant has initiated termination, the Consultant shall be entitled to
compensation only for the reasonable value of the work product actually produced hereunder, but
not exceeding the compensation provided therefore in the Schedule of Compensation Exhibit
"C". In the event of termination without cause pursuant to this Section, the terminating party
need not provide the non -terminating party with the opportunity to cure pursuant to Section 7.2.
7.5 Termination for Default of Consultant. If termination is due to the failure
of the Consultant to fulfill its obligations under this Agreement, City may, after compliance with
the provisions of Section 7.2, take over the work and prosecute the same to completion by
contract or otherwise, and the Consultant shall be liable to the extent that the total cost for
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completion of the services required hereunder exceeds the compensation herein stipulated
(provided that the City shall use reasonable efforts to mitigate such damages), and City may
withhold any payments to the Consultant for the purpose of set-off or partial payment of the
amounts owed the City as previously stated.
8.MISCELLANEOUS
8.1 Covenant Against Discrimination. Consultant covenants that, by and for
itself, its heirs, executors, assigns and all persons claiming under or through them, that there shall
be no discrimination against or segregation of, any person or group of persons on account of
race, color, creed, religion, sex, gender, sexual orientation, marital status, national origin,
ancestry, or other protected class in the performance of this Agreement. Consultant shall take
affirmative action to ensure that applicants are employed and that employees are treated during
employment without regard to their race, color, creed, religion, sex, gender, sexual orientation,
marital status, national origin, ancestry, or other protected class
8.2 Non-liability of City Officers and Employees. No officer or employee of
the City shall be personally liable to the Consultant, or any successor in interest, in the event of
any default or breach by the City or for any amount, which may become due to the Consultant or
to its successor, or for breach of any obligation of the terms of this Agreement.
8.3 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party or any other person
shall be in writing and either served personally or sent by prepaid, first-class mail, in the case of
the City, to the City Manager and to the attention of the Contract Officer (with her/his name and
City title), City of Carson, 701 East Carson, Carson, California 90745 and in the case of the
Consultant, to the person(s) at the address designated on the execution page of this Agreement.
Either party may change its address by notifying the other party of the change of address in
writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two
(72)hours from the time of mailing if mailed as provided in this Section.
8.4 Integration: Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings, if any, between
the parties, and none shall be used to interpret this Agreement. This Agreement may be amended
at any time by the mutual consent of the parties by an instrument in writing.
8.5 Severability. In the event that part of this Agreement shall be declared
invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such
invalidity or unenforceability shall not affect any of the remaining portions of this Agreement
which are hereby declared as severable and shall be interpreted to carry out the intent of the
parties hereunder unless the invalid provision is so material that its invalidity deprives either
party of the basic benefit of their bargain or renders this Agreement meaningless.
8.6 Waiver. No delay or omission in the exercise of any right or remedy by
non-defaulting party on any default shall impair such right or remedy or be construed as a
waiver. A party's consent to or approval of any act by the other party requiring the par ty's
consent or approval shall not be deemed to waive or render unnecessary the other party's consent
to or approval of any subsequent act. Any waiver by either party of any default must be in
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writing and shall not be a waiver of any other default concerning the same or any other provision
of this Agreement.
8. 7 Attornevs · Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected '\.Vith this Agreement,
the prevailing party in such action or proceeding. in addition lo any other relief which any be
granted, whether legal or equitable. shall be entitled to reasonable attorney's fees, whether or not
the matter proceeds to judgment.
8.8 Interpretation.
The terms of this Agreement shall be construed in accordance with the meaning of the
language used and shall not be constrned for or against either party by reason of the authorship
of this Agreement or any other rule of constrnction which might otherwise apply.
8. 9 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed to be an
original, and such counterparts shall constitute one and the same instrument.
8.10 Warranty & Representation of Non-Collusion. No official, officer, or
employee of City has any financial interest, direct or indirect, in this Agreement, nor shall any
official, officer, or employee of City participate in any decision relating to this Agreement which
may affect his/her financial interest or the financial interest of any corporation, partnership, or
association in which (s)he is directly or indirectly interested, or in violation of any corporation,
partnership, or association in which (s)he is directly or indirectly interested, or in violation of any
State or municipal statute or regulation. The determination of '·financial interest'' shall be
consistent with State law and shall not include interests found to be '·remote·· or '·noninterests"
pursuant to Government Code Sections 1091 or I 091.5. Consultant warrants and represents that
it has not paid or given, and wilJ not pay or give, to any third party including, but not limited to,
any City official, officer, or employee, any money, consideration, or other thing of value as a
result or consequence of obtaining or being awarded any agreement. Consul tant further warrants
and represents that (s)he/it has not engaged in any act(s), omission(s), or other conduct or
collusion that would result in the payment of any money, consideration, or other thing of value to
any third party including, but not limited to, any City official, officer, or employee, as a result of
consequence of obtaining or being awarded any agreement. Consultant is aware of and
understands that any such act(s), omission(s) or other conduct resulting in such payment of
money, consideration, or other thing of value will render this Agreement void and of no force or
effoct.
Consultant's Authorized I��
8.11 Corporate Authority. The persons executing this Agreement on behalf of
the parties hereto warrant that (i) such party is duly organized and existing, (ii) they are duly
authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing
this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the
entering into this Agreement does not violate any provision of any other Agreement to which
said party is bound. This Agreement shall be binding upon the heirs. executors. administrators.
successors and assigns of the parties.
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CITY:
TEI.ANET MJDWFST. INC.
a llef3ware cmp.wa!ion
By: /c-0 -----
/Name: D20 SilvammTIiie: ChiefExccurive Officer
Br�
� Title; Chief Financial Office
Address: 135 East 2� S� Sui1e 100
NewYmk. NY 10001
Tao wapcnm otrar sigaatma acquiitd wtam c.am-,t,,al Is • rmpoaatiua, widl w ii&mlllff
Rq1liral from eada or Ille fallowilt& gn,aps: I) Cla:drmaa of die Bard, l'lcidtut or my Ya Pn:!idcat; ed
l) Secretary, uy Amsla.ot SeadatJ, Chicl' f"m.aadll Offiter ff any Assislanf Trraftll'U. CON.WI.TANI�SIGNATlJRES SHAIL BE DULY NOTARIZED, AND APPROPRIATE ATJESTATIONS SHALL BE
INCWDID �MAYBE REQUIRED BYTIU: BYLAWS, ARTICU:SOF INCORPORATION,OROTIIERRULES OR REt'ULAflONS APPLICABLE TO CONSULTA1rfl'"S BUSINESS ENTITY.
OID07 D001/6S IJJ4 I -10-
A notary public or other officer completing this certificate verifies only the identity of the individual who signed
the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
ST A TE OF CALIFORNIA
COUNTY OF LOS ANGELES
On , 2020 before me, , personally appeared , proved to me on
the basis of satisfactory evidence to be the person(s) whose names(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is
true and correct.
WITNESS my hand and official seal.
Signature:---------------
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this fo1m
CAPACITY CLAIMED BY SIGNER
INDIVIDUAL
CORPORA TE OFFICER
TITLE(S)
PARTNER(S) LIMITED
GENERAL
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER ___________ _
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DA TE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
EXHIBIT "A"
SCOPE OF SERVICES
I.Consultant will install and configure a Call Detail Record ("CDR") reporting
system that will be used for obtaining detailed reports of all telephone calls made
in/out of the City for financial and security reporting. The CDR reporting system
will connect to City's Avaya Phone system. Services include the following:
A.The CDR reporting system includes installation and configuration of the
following:
Quantitv Part Number D,m:rietion
1 185446 AVAYA COMMUNICATIONS SOLUTION
1 182448 IP OFFICE SERVER EDITION MODEL
1 399512 AVAYA CALL REPORTING 1-500 USERS
LIC:CU
B.Provide on-site training for how to use the CDR reporting system and configure
and create CDRs, including providing Programming Details Document and Telephone
Extension List Template.
C.Provide 24/7 comprehensive Avaya maintenance and support services for the
CDR reporting system, including telephone support, remote support, on-site services,
after hours services, and travel.
II.As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City:
NIA.
III.In addition to the requirements of Section 6.2, during performance of the Services,
Consultant will keep the City updated of the status of performance by delivering the
following status reports:
Verbal or written status reports on the progress of work as requested by the Contra ct
Officer.
IV.All work product is subject to review and acceptance by the City, and must be
revised by the Consultant without additional charge to the City until found
satisfactory and accepted by City.
V.Consultant will utilize the following personnel to accomplish the Services:
Matt Whitmore
01007.0001/687789 I A-1
01007.0001/687789 I
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract Boilerplate)
B-1
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I.Consultant shalJ perform the foUowing Services at the foUowing rates:
ITEMS/SERVICE
Components of the CDR reporting system under Section I.A., Exhibit A
Comprehensive 24/7 Maintenance and Support for CDR reporting
system in Exhibit A:
Avaya !POSS
Telanet Support
Installation, configuration, and training on CDR reporting system in
Exhibit A
RATE
$3,315.82
$497.37
$450.00
$736.57
II.A retention of ten percent (10%) shall be held from each payment as a contract
retention to be paid as a part of the final payment upon satisfactory completion of
services. N/ A.
III.Within the budgeted amounts for each Task, and with the approval of the Contract
Officer, funds may be shifted from one Task subbudget to another so long as the
Contract Sum is not exceeded per Section 2.1, unless Additional Services are
approved per Section 2.3.
IV.The City will compensate Consultant for the Services performed upon submission of
a valid invoice, in accordance with Section 2.2. Each invoice is to include:
A.Line items for all the work performed, the number of hours worked, and the
hourly rate.
B.Line items for all materials and equipment properly charged to the Services.
C.Line items for all other appr.oved reimbursable expenses claimed, with supporting
documentation.
D.Line items for all approved subcontractor labor, supplies, equipment, materials,
and travel properly charged to the Services.
V.The total compensation for the Services shall not exceed $ 4,999.76, as provided in
Section 2.1 of this Agreement.
VI.Consultant's billing rates for all personnel are attached as Exhibit C-1. N/A.
C-1
01007.0001/687789. l
..
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I.Consultant shall perform all Services timely in accordance with the following
schedule:
SERVICE TIME TO PERFORM
Installation, configuration, and training 30 days from Notice to Proceed
on CDR reporting system in Exhibit A
Comprehensive 24/7 Maintenance and 1 year
Support for CDR reporting system in
Exhibit A
II.Consultant shall deliver the following tangible work products to the City by the
following dates.
NIA.
III.The Contract Officer may approve extensions for performance of the Services in
accordance with Section 3.2.
D-1
01007.0001/687789. I
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the following
schedule:
SERVICE
TIME TO PERFORM
Installation, configuration, and training
30 days from Notice to Proceed
on CDR reporting system in Exhibit A
Comprehensive 24/7 Maintenance and
1 year
Support for CDR reporting system in
Exhibit A
II. Consultant shall deliver the following tangible work products to the City by the
following dates.
N/A.
III. The Contract Officer may approve extensions for performance of the Services in
accordance with Section 3.2.
D-1
01007.0001/687789.1
CERTIFICATE OF INSURANCE Revised 1 December 22, 2020 [ THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON AGENT/BROKER 1 THE CERTIFICATE HOLDER AND IMPOSES NO LIABILITY ON THE INSURER. THIS CERTIFICATE DOES NOT �!�;��;=;��������� r_ AMEND,OOEND.DR AL:::::::·::::�:�:·:::::::��=��--��
Tel: (416) 229-6600 Fax: (416) 229-6800 j COMPANY A LLOYD'S OF LONDON THROUGH
........................................................................................................................................ ..) .. LITTER .............................. !�.�.�.�!! .. Y..�.�·�·�·�·�1.!.�.�-� .. ��.�.�§..�.!:!� .... �!.�: ............................................I COMPANY B INTACT INSURANCE COMPANY OF CANADA INSURED: i LETTER
Telanet Canada Inc. l COMPANY C
209 Wicksteed Ave, Ste. 43 I LITTER
Toronto, ON i COMPANY D... �.�§ ... Q.�.! .......................................... _ .............................................................. ..I.. LITTER ................................. -........................................................... -........................................................................................................................ . COVERAGES This is to certify that the policies of insurance listed below have been issued to the Insured named above for the policies period indicated notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain. The insurance afforded by the policies described herein is subject to all terms, exclusions and conditions of such policies. Limit shown may have been reduced by paid claims. j j ( POLICY EXPIRY DATE j CO ) TYPE OF INSURANCE ) POLICY l (VY/MM/DD) / LIMITS OF LIABILITY LTR i i NUMBER i i f COMMERCIAL GENERAL LIABILITY j j j Each Occu rrence Limit i $5,000,000.
A j (2] OCCURRENCE O CLAIMS MADE 1 TP200152 1 21/05/27 ) Aggregate Limit - Products -) !(2] PRODUCTS AND/OR COMPLETED i i i Completed Operations i $5,000,000. ; OPERATIONS ; ; ; I · · · 1 $ i rv1 EMPLOYERS LI j ! j Persona lnJury L,m,t ! 5,000,000.• LC:.I ABILITY · · . E I L . b·1· Li . . $2 000 000 i ! i ! mp ayers ,a , 1ty m,t ! , , .I i !l Tenants' Legal Liability l $500,000 .................. I·· AUTOMOBILE LIABILITY··· ..................................................... , .......................................... , ....................................................... , ... Medical . Expense. -_per.accident ........ , ... $25,000 ........................... .
B i (2] ALL OWNED VEHICLES i 730514818 !21/07 /19 !Inclusive Limits -Bodily Injury & i i O ALL LEASED VEHICLES -Leased in i i i Property Damage Combined i $2,000.000.I �:;�::e1t!OP���:d��:::r:::��sured is I I i i i (2] NON-OWNED AUTOMOBILE l l ! Inclusive Limits -Bodily Injury & lA i LIABILITY i TP200l52 i i Property Damage Combined i $1,000,000. I *Additional Insured claus es a re not applicable I !21105127 ! !
i to any form of automobile insurance. 1 1 ! f .......................................................................................... -........................................................................................................................................................................................................................................................................................... .! PROFESSIONAL LIABILITY j j j /
A j (2] TECHNOLOGY SERVICES AND PRODUCTS / TP200152 / 21/05/27 1 Each Claim Limit ( $2,000,000. j LIABILITY / i i Aggregate Limit / $2,000,000.
A I COMMERCIAL PROPERTY i TP200152 I 21/05/27 I Limit I $50,000 . 1 (2] CRIME COVERAGE i i i Deductible i $1,000. l ! 1 l ! DESCRIPTION OF OPERA TIONS/LOCATIONS/VEHtaES: Operations Usual to the Business of the Named Insured as Provider of Tele communication Solutions Project: 911 Inform and IP Office Server Edition
It is hereby understood and agreed that Cty of Carson, Its elected and appointed officers, employees, volunteers and agents is/are added as an "Additional Insured but only for the vicarious liability arising from the acts of the Named Insured. In the event of any payment under this policy, the company waives its right of recovery against Cty of Carson, Its elected and appointed officers, employees, volunteers and agents, where such waiver has been included as part of a contractual undertaking by the Insured. Commercial General Liability is Primary and Non-Contributory as required by contract. CERTIFICATE HOLDER CANCELLATION
City of Carson 701 E Carson Street Carson, CA 90745 Approved
Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will endeavor to mail 30 days written notice to the certificate holder named herein, however, failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives.
HUGH WOOD CANADA LTD . A.��PER: l" t.. AUTHORIZED REPRESENTATIVE