HomeMy Public PortalAboutC-20-162 - Telanet Midwest, Inc., E911 version Under a Single Network InfrastructureAGREEMENT 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 23rd day of November, 2020 by and between the CITY OF CARSON, a California
municipal corporation ("City") and TELANET MIDWEST, INC. 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 Eighteen Thousand Nine Hundred Twenty -Seven Dollars and Fifty Cents
($18,927.50) ("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 detail
charges for all necessary and actual expenses by the following categories: labor (by sub -category),
010070001;'681334 1
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
of up 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
3.1 Time of Essence. Time is of the essence in the performance of this
Agreement.
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 Maieure. 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 ascertain the facts and the
extent of delay, and extend the time for performing the services for the period of the enforced delay
01007 0001/681334 1 -2-
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 terminated 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 (1) 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. Stephanie Hoffe 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, IT Manager, Information Technology
Division, 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 Assi ng ment. 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 assignment 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,
perform 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.I Insurance Coverages. The Consultant 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:
(a) Commercial General Liability Insurance (Occurrence Form
CG0001 or equivalent). A policy of comprehensive general liability insurance written on a per
01007.0001.,68133.1 1 -3-
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 Iimit.
(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 1187) including "any
auto" and endorsement CA 0025 orequivalent). A policy of comprehensive automobile liability
insurance written on a per occurrence for bodily injury and property damage in an amount not Iess
than either (i) bodily injury liability limits of $100,000 per person and $300,000 per occurrence
and property damage liability limits of $I50,000 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 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,
01007 0001,681334 1 -4-
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 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 ConsuItant's or
indemnitors' negligent performance of or failure to perform any term, provision, covenant or
condition of this Agreement, except claims or Iiabilities 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.
6.3 Confidentiality and Release of Information.
01007 0001; 681331 1 -5-
(a) All information 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. § I01, 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.
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
0100700011681334 1 -6-
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 Legal Action. In addition to any other rights or remedies, either party may
take legal action, in Iaw 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 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
01007 0001; 681331 1 -7-
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 party'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 writing and shall not be a
waiver of any other default concerning the same or any other provision of this Agreement.
010070001.-'681334 1 -8-
8.7 Attorneys' 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 with this Agreement, the
prevailing party in such action or proceeding, in addition to 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 construed for or against either party by reason of the authorship of
this Agreement or any other rule of construction which might otherwise apply.
89 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 Warranjy & 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 1091.5. Consultant warrants and represents that it
has not paid or given, and will 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. Consultant 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 Agreemen o d and of no force or effect.
Consultant's Authorized Initials LA:5��
8.11 Co orate Authorijy. 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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CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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.
STATE 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/heritheir 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 form.
CAPACITY CLAIMED BY SIGNER
❑ INDIVIDUAL
❑ CORPORATE 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))
01007 0001.681334 1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
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.
STATE 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 form
CAPACITY CLAIMED BY SIGNER
❑
INDIVIDUAL
❑
CORPORATE 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))
01007 0001::681331 1
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE
EXHIBIT "A"
SCOPE OF SERVICES
Consultant will perform the following services as part of its advanced version of
E911 which will connect all City facilities to City Hall under a single network
infrastructure and bring them under a centralized phone system using VoIP (Voice
over Internet Protocol) thereby allowing emergency phone calls to be directly
pinpointed by Emergency Response Teams.
Task A Quantity
Gateway I
- Enable Access Control, Video
Security Integration, Paging,
Notifications and integration hub
- Providing fail — over for 911 calls in the
case of local network failure
Task B
911 Package Includes for 425 users
- Cloud based application with end
point location verification and
secure storage and call routing for
Vo1P 911
- Connection module for
integration to Avaya IP Office
- Track and monitor all 911
activity from any connected
device
- Delivery of location and data to the
PSAP through RapidSOS including
detailed floorplans
- For endpoints that fail to register a
location and are routed to the ECRC
are changed at a rate of $75.00 per
call.
20 calls are included on an annualized basis
Task C
Add -On Prem Cellular Alerting
Smartphone 911 Alerting Package Includes:
- Alerting of on premise smartphone 911
calls powered by RapidSOS
01007 0001/681334 1 A-1
Task D
Installation - Implementation Includes
- Digitizing floor plans,
geofence set up and
configuration in RapidSOS
- Endpoint location discovery and
established identifying active
locations
- Initial setup of all active locations
of endpoints based on network
discovery and establishment
Configure integration with 1P Office and
911 Inform
II. As part of the Services, Consultant will prepare and deliver the following tangible
work products to the City: NOT APPLICABLE
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 Contract 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:
A. Matthew Whitmore
B. Andrew Sandoval
C. Sidney Almonte
01007 0001/681334 1
EXHIBIT "B"
SPECIAL REQUIREMENTS
(Superseding Contract BoilerpIate)
(new text is identified in bold italics, deleted text in )
I. Section 3.4, "Term," of the Agreement is hereby amended to read in its entirety as
follows:
"3.4 Term. Unless earlier terminated 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 (1) year from the date hereof, which is November 22, 2011, except as
otherwise provided in the Schedule of Performance (Exhibit "D" ). City may, in its sole
discretion, extend the tern of the Agreement for two (2) additional one-year terms, with
the first extension period expiring on November 22, 2022 and the second extension
period expiring on November 22, 2023."
II. Section 5.1, "Insurance Coverages," of the Agreement is hereby amended to read in
its entirety as follows:
"5.1 Insurance Coveraees. The Consultant 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:
(a) Commercial General Liability Insurance (Occurrence Form
CGOOOI 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 S1,000,000.00 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 Ioss, 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.
01007 00011681334 1 B - I
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01007 00011681334 1 B - I
(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 Ieast 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."
III. Section 5.3, "Indemnification," of the Agreement is hereby amended to read in its
entirety as follows:
"5.3 Indemnification. To the full extent pennitted 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.
Consultant shall also indemnify, defend and bold harmless the Indemnified Parties
against any third party claim(s) that the software sold to City as part of Task B and Task
C of the Scope of Services infringes that third party's patent, copyright, or trademark, or
misappropriates its trade secrets, and which may be asserted or claimed by such third
party arising out of or in connection with use of the software by any of the Indemnified
Parties. The indemnity and duty to defend and hold harmless obligations shall be binding
on successors and assigns of Consultant and shall survive termination of this
Agreement."
01007 0001/681314 1
EXHIBIT "C"
SCHEDULE OF COMPENSATION
I. Consultant shall perform the following Services at the following rates:
RATE TIME SUB -BUDGET
A.
Task A
Fixed Fee
NIA
$4,000.00
B.
Task B
Fixed Fee
NIA
$6,552.50*
C.
Task C
Fixed Fee
NIA
$3,375.00**
D.
Task D
Fixed Fee
N/A
$5,000.00
*The rate will be $6,313.63 during each of the two (2) additional one-year terms in the
event the Agreement should be extended pursuant to Section 3.4.
**The rate will be $3,375.00 during each of the two (2) additional one-year terms in
the event the Agreement should be extended pursuant to Section 3.4.
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. NOT APPLICABLE
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. NOT APPLICABLE
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.
B. Line items for all materials and equipment properly charged to the Services.
C. Line items for all other approved 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 $18,927.50, as provided in
Section 2.1 of this Agreement.
C-1
01007 00011681334 1
EXHIBIT "D"
SCHEDULE OF PERFORMANCE
I. Consultant shall perform all Services timely in accordance with the following
schedule:
Days to Perform Deadline Date
All services
30 30 days from
required by
Notice to
Agreement
Proceed
II. Consultant shall deliver the following tangible work products to the City by the
following dates. (NOT APPLICABLE)
III. The Contract Officer may approve extensions for performance of the Services in
accordance with Section 3.2.
D- I
01007 000 1/681334 1
CERTIFICATE OF INSURANCE
AGENT/BROKER
HUGH WOOD CANADA LTD.
4120 Yonge Street, Suite 201
Toronto, Ontario M21) 2B8
Tel: (416)229-6600 Fax: (416) 229-6800
I►ij�1T�i�
Teianet Canada Inc.
209 Wicksteed Ave, Ste. 43
Toronto, ON
M4G 0131
Revised i December 22, 2020
_ —_.._.,,.....,,.,......_..._....... .....
_..._
THIS CERTIFICATE IS ISSUED ASA MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON
THT, CERTIFICATE HOLDER AND IMPOSES NO LIABILITY ON THE INSURER. THIS CERTIFICATE DOES NOT
AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
COMPANIES AFFORDING COVERAGE
COMPANY A LLOYD'S OF LONDON THROUGH
LETTER TRINITY UNDERWRITING MANAGERS LTD.
COMPANY B INTACT INSURANCE COMPANY OF CANADA
LETTER
COMPANY C
LETTER
COMPANY D
LETTER
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 contractor other document with respect to which this certificate maybe issued or may pertain. The insurance afforded by Vhe
policies described herein is subject to all terms, exclusions and conditions of such policies. Limit shown may have been reduced by paid claims.
_.............. ...... .
LTR ........NUMBER POLICY EXPIRY DATE �................... � ..............................................—.........
c0 TYPE OF INSURANCE POLICY {YY/MWODj LIMITS OF LIABILITY
A
COMMERCIAL GENERALLIABIUTY
® OCCURRENCE ❑ CLAIMS MADE
® PRODUCTS AND/OR COMPLETED
OPERATIONS
® EMPLOYERS LIABILITY
.__........ __....... _..........
TP200152
.............................. ..
.... ...................... .........................,....._
21/05/27
i .......................,,,..................,,..
........ _........... ...... ............ __......._......_....................................
Each Occurrence Limit
Aggregate Umit -Products-
Completed Operations
Personal Injury Limit
Employers Liability Limit
Tenants' Legal Liability
Medical Expense — per accident
_..._...-- — ..._—._.. __......_.....................
$5,000,000.
$5,000,000.
$5,000,000.
$2,000,000.
$500,000.
i $25,000
AUTOMOBILE LIABILITY
B
® ALL OWNED VEHICLES
730514818
21/07/19
1 nclusive Limits -Bodily Injury&
❑ ALL LEASED VEHICLES — Leased in
Property
p y Damage Combined
$2,OQQ.000.
excess of 30 days where the Insured is
required to provide insurance.
A
® NON -OWNED AUTOMOBILE
TP200152
Inclusive Limits— Bodily Injury &
LIABILITY
Property Damage Combined
$1,000,000.
21/05/27
'Additional Insured clauses are not applicable
..........
to any farm of automobile Insurance-
..�......-......_.......�......_.._...._.._....--._.._.._........._............_,_.....
_......
PROFESSIONAL LIABILITY
A
® TECHNOLOGY SERVICES AND PRODUCTS
TP200152
21/05/27
Each Claim Limit
$2,000,000.
LIABILITY
Aggregate Limit
$2,000,000.
q
COMMERCIAL PROPERTY
TP200152-.-]
21/05/27
Limit
$50,000.
® CRIME COVERAGE
Deductible
$1,000.
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES: Operations Usual to the Business of the Named Insured as Provider of Telecommunication Solutions
Project: 911 Inform and IP Office Server Edltlon
It is hereby understood and agreed that City 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 City 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-Contributo as required by contract.
CERTIFICATE HOLDER CANCELLATION
Should any of the above described policies be cancelled before the expiration date thereof, the issuing
City of Carson company will endeavor to mail 30 days written notice to the certificate holder named herein, however,
701 E Carson Street failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents
Carson, CA 90745 �� Twp cl or representatives.
HUGH WOOD CANADA LTD.
1�
ct
9.2/23/2020 PER:
AUTHORIZED REPRESENTATIVE