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HomeMy WebLinkAbout06/05/2007, C8 - PUBLIC SAFETY SERVER UPGRADE council Wo June 5, 2007 acjcn6a nEpoat �H CJ CITY OF SAN LUIS OBISPO FROM: Deborah Linden, Chief of Policdo Bill Statler, Finance-& Information Technology Director Prepared by: Teri Maa, Information Technology Manager SUBJECT: PUBLIC SAFETY SERVER UPGRADE CAO RECOMMENDATIONS 1. Award a contract to Spillman Technologies in the amount of$234,960 to upgrade the public safety computer-aided dispatch and records management system (CAD/RMS) server. 2. Transfer funds in the amount of $149,960 from Police Department savings to the project budget to fund this server upgrade. DISCUSSION Background Since January 1998, Police and Fire have relied on software from Spillman Technologies (Spillman) to meet the City's public safety information management needs. The City started with two modules from Spillman: Computer-aided Dispatch (CAD) and Records Management System (RMS). These modules process, store and manage police and fire call information and police records of crimes and incidents. The CAD/RMS software resides on a secure server located at the Police Station. Since this initial implementation, the CAD/RMS system has grown to encompass mobile communications, Fire/Emergency Medical Service(EMS) management and resource management. Spillman's software solutions are mission critical applications for public safety. As such, when these software processes fail or shut down, it compromises the City's core public safety operations. Existing Server Issues The existing public safety server for the Spillman system was purchased in 2001 and is now six years old. Given a City policy of replacing servers every 3.5 years, the Spillman server-is significantly overdue for an upgrade. The age and continual use of the server has caused it to become unreliable, which has resulted in fifteen separate server failures or unanticipated shut- downs since December 2006. These required the dispatchers to revert to an antiquated manual card system until the server was repaired. At present, staff is doing their best to keep the server operational; however, a replacement is needed in order to restore the reliability of these critical systems. In addition, several approved projects, including upgrading the 911 system to accept cellular 911 calls and the implementation Council Agenda Report—Public Safety Server Upgrade Page 2 of new electronic citation and collision-reporting tools, are dependant on the replacement of our failing CAD/RMS server. New Server Design Police and Information Technology (IT) staffs have been working with representatives from Spillman since October 2006 to design a system with the following processing requirements: 1. Run existing Spillman applications. 2. Allow installation of Spillman product release upgrades. 3. Assist with Wireless E-911 compliance. Presently, 911 emergency calls placed from a cellular phone in the City's jurisdiction are routed to the California Highway Patrol (CHP) dispatch center. The state is mandating that the City upgrade our Public Safety Answering Point System (PSAP) to directly receive incoming wireless 911 calls from cellular phone users. Upgrading the server means Spillman can install the Pin Mapping and CAD Mapping modules that will allow the dispatchers to receive and display the location of cellular telephone callers. 4. Support Automated Field Reporting (AFR) development. The City received an Office of Traffic Safety (OTS) grant that is being used to fund the development of an AFR module by Spillman. Scheduled to launch in September 2007, AFR will allow Police officers to electronically capture citation and collision data with hand-held devices in the field. 5. Provide for CAD-to-CAD interfaces with other agencies. Scheduled for completion in December 2007, this initiative will be a bi-directional link between the City and the San Luis Obispo Sheriff's Office (SLOSO). The CAD-to-CAD link will enable the City to remotely request an ambulance (without having to place a phone call) and receive an acknowledgement from SLOSO. MED COM (the ambulance dispatch through SLOSO) can request City Fire and receive an acknowledgement from City dispatch that resources are being dispatched. The link will also allow the City CAD system to communicate with other law enforcement agencies in the County, which will enhance interoperable communications during major incidents. 6. Prevent interruption of public safety's mission-critical services. Spillman recommends clustering or interconnecting two individual servers in order to share the application processing load. Clustering is used for parallel processing that allows programs to execute faster. It also allows for load balancing so work is spread between many processes. And more importantly, clustering provides fault tolerance, whereby back-up system elements ensure continued systems operation in the event of hardware failure. 7. Ensure that the system and its components (hardware or software) are up, running and fully functional for as long as possible - - at their highest availability. The public safety server system is designed to have 99.9% uptime, which translates into very few hours of planned or unplanned downtime per year. C, Council Agenda Report—Public Safety Server Upgrade Page 3 8. Leverage the City's recent investment in a networked storage solution. About this time last year, the City installed a storage area network (SAN) to increase the performance and availability of our electronic data and to provide a more reliable backup and recovery solution. These benefits are integrated into the overall design of the public safety server system. Contract Award- Sole Source Justification As the application vendor, Spillman is intimately familiar with the City's existing software environment, has an understanding of public safety's future software needs, and is uniquely qualified to recommend the ideal hardware operating environment for their software. Because of this advantage, Spillman is uniquely positioned to recommend and deliver an optimal server design for the City. For these reasons, staff directly negotiated contract terms, workscope and compensation with Spillman for the public safety server upgrade. IT concurs with Spillman's proposed server solution and has verified that the cost estimates are consistent with those available through cooperative purchasing programs. Accordingly, staff recommends awarding a contract to Spillman to upgrade the public safety server with a high availability, clustered server configuration. Project Schedule Tasks Date 1. Council approves contract award 6/5/07 2. Execute contract and order hardware 6/6/07 3. Spillman begins server upgrade 6/21/07 4. Dispatch goes live with new server system 6/27/07 5. Spillman completes server upgrade 6/29/07 CONCURRENCES Police and Finance& Information Technology departments concur with this recommendation. FISCAL IMPACT As part of the 2005-07 Financial Plan, Council appropriated $85,000 to upgrade the CAD/RMS server. This was based on a "reconnaissance" estimate prior to a detailed analysis of system requirements. As detailed below, we recommend a project budget of $234,960 for this replacement. Cg - 3 �� Council Agenda Report—Public Safety Server Upgrade Page 4 Description i Server System 170,592 * Hardware and operating system software 841487 * Hardware and software tax 6,547 * Onsite support (3 years, 7x24, 4-hr response) 64,558 * Training 15,000 Im lementation Services 64,368 TOTAL $2349960 There are two key factors driving the higher costs for this server upgrade: 1. The 2005-07 budget was based on a typical standalone server replacement in the amount of $85,000. To ensure high-reliability and back-up on this mission critical application, staff recommends upgrading to a clustered or two server configuration. At $170,592, this is roughly twice the budgeted amount, which is consistent with adding the second clustered server. 2. When the budget was prepared to upgrade the public safety server, it did not include funding for Spillman's implementation services. Spillman services include system design, hardware set-up and configuration, hardware testing and validation, operating system migration, software installation and testing, migration of the City's data to the new server, system proofing, and fail-over testing. This adds $64,368 to the project cost, which is reasonable given the installation support required. Stated simply, the upgrade will not be successful without this support. Savings in the Police Department's 2006-07 Mardi Gras budget in the amount of$149,960 are available for this project. Staff is requesting the use of these savings to augment the server replacement budget. The following summarizes the current and proposed project funding sources: Pro Ject Funding Source Amount Police Technology Equipment Replacement.CII' 85,000 Contract Services (Mardi Gras savings 2006-07) 149,960 _ TOTAL _ $2349960 ALTERNATIVES 1. Defer or deny the project. Given the age of the existing server, the mission critical nature of the Spillman applications and the numerous server incidences since December 2006, this alternative is not recommended. 2. Initiate a formal bid process. By the nature of the application, implementation services can only be provided by Spillman. However, we could separately request proposals for the hardware component of the project or purchase the hardware from another vendor via cooperative purchasing. Spillman is uniquely qualified to recommend the ideal hardware c(� r 4 ' J Council Agenda Report—Public Safety Server Upgrade Page 5 operating environment for their application software. Their cost proposal is consistent with those available through cooperative purchasing programs. Moreover, this approach allows us to hold Spillman fully accountable for a successful upgrade. 3. Re-scope the project. We could retain the one-server approach originally envisioned. However, we believe that providing adequate back-up and high availability for this mission- critical application is the best use of our resources. ATTACHMENT Agreement G:\BusinessOffice\CAO&CAR Reports\Council Agenda Report—RMS Server Purchase.doc G �O r.� AGREEMENT THIS AGREEMENT is made and entered into in the City of San Luis Obispo on June 5, 2007, by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and SPILLMAN TECHNOLOGIES,INC.,hereinafter referred to as Contractor. WITNESSETIL WHEREAS, the City wants to upgrade the public safety computer-aided dispatch and records management system(CAD/RMS)server. WHEREAS, Contractor is qualified to perform this type of service and has submitted a proposal to do so which has been accepted by City. NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained,the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date this Agreement is made and entered,as first written above,until acceptance or completion of said services. 2. INCORPORATION BY REFERENCE. Contractor's quote number 2007-41 If dated May 15, 2007 is hereby incorporated in and made a part of this Agreement. 3. CITY'S OBLIGATIONS. For providing services as specified in this Agreement, City will Pay and Contractor shall receive therefor compensation in a total sum not to exceed$234,960. 4. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City, Contractor agrees with City to provide services as set forth in Exhibit A attached hereto and incorporated into this Agreement. Contractor further agrees to the contract performance terms asset forth in Exhibit B attached hereto and incorporated into this Agreement. 5. AMENDMENTS. Any amendment, modification or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the City Administrative Officer of the City. Agreement Page 2 6. COMPLETE AGREEMENT. This written Agreement, including all writings specifically incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No oral agreement, understanding, or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement,understanding, or representation be binding upon the parties hereto. 7. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: City City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo,CA 93401 Contractor Spillman Technologies,Inc. 4625 West Lake Park Blvd. Salt Lake City,Utah 84120 8. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such parry. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. ATTEST: CITY OF SAN LUIS OBISPO,A Municipal Corporation By: City Clerk Mayor APPROVED AS TO FORM: CONTRACTOR By: City mey Spillman Technologies,Inc. Cg- (1 /f(�(Bv�.,, H fthtbit enhancement SP technolo;ics, inc. 3 `I!.so rl• fl.0.Jd 1` ti, . s i s s , f.4 r - Page 1 of 4 Quote Expiration Date May 31,2007 Quote Number 2007-4111 IN, IBM Server Package (Detailed on Pages 2-4) $84,487 ► CA State Tax @ 7.75% $6,547 services included ► Hardware Vendor Services Included D Hardware training (fail-over training) $15,000 D ASG Pro Services &Assembly $16,000 D IBM P5 Support(detailed on p. 2) $2,040 D IBM AIX Support (detailed on p. 3) $5,448 D IBM Panel Support(detailed on p.2) $970 D NetApp Support (detailed on p.3) $18,488 D FC Swich Support(detailed on p.3) $7,646 D Veritas Solution and Support(p.4) $29,966 Hardware Services Total. $95,558 ► Spillman Services Included D Full Spillman data migration package quote D OS migration D Software install &test $2349960 D System design/proofing D Hardware testing &validation D Hardware set-up&configuration D Fail-over testing D 100%guaranteed implementation Spillman Services Total. $48,368 C pan rin.,w r,by CU'10 naf L`NNN Cnli:LnCI�grces In p..rdl.It the Ccensea,products,;nd/or services upon the term;as gt.ptCC In this document by SpOgman,and this document shad coraduA•an addenrhuu to II'm Purchasi Agreement previuusly ento,rd into .—rvrven ILe 1`1.al0i191.:nd Spi'im.r, 'he t rmn avid co It.aa ns of s.,,h Purcha,'Agrermrnt na wcll as the related L..-nxr Agrerm^nt and Support Agreement,Shall aPPly to the rtemS quoted in thn document. San Luis Obispo Police Department Cut; cv: Autnorized represent-ttv.of Custorner Print Mame and Title Dale Confidential and proprietary information of Spillman Technologies,Inc.O 2006 4625 West Lake Park • Salt Lake City,UT84120 phone 801.902.1200 80 •1 a1 O r� ' — enhancement SP ' �e|/zb|e Page 2or4 Quote Expiration Date May 31.2007 Quotamumber 2807-411f CODE Product Number Description Oty Unit price Line to am IBM SYSTEM P-P5200,4 core,8GB RAM,2x 73GB Hard Drives 0000 8131^52A SERVER 3:9131 MODEL 52A 000000000 2 $834 $1.668 0285 AIX PARTITION SPECIFY 2 $Q $0 1932 4098K8B (2X2048K8B) D|yNM8. 278'P|N' 533K4H 4 $2,441 $9.764 1968 73.4GB1U,00URPM ULTRA32OSCSI DISK DR 4 $298 $1,192 1877 2GIGABIT FIBRE CHANNEL PCI~XADAPTER 4 $1,228 $4.912 1980 POWER GXT135PGRAPHICS ACCELERATOR WITH 2 $298 G696 1983 IBM 2^PD8T1O/10O/1OOOBASE-TX ETHERNET 2 $291 $582 1983 IBM 4.7GBIDE SL|K8L|NEDVD-RAM DRIVE 2 $438 $876 1993 RACK INDICATOR-NOT FACTORY INTEGRATED 2 $O $O 1993 OOFTVVAREPRE|N8TALL 2 $O @O 5159 ACPOWER SUPPLY,850VV 2 $388 $732 5723 2^PORTASYNCHRONOUS |EA^232PCI ADAPTER 2 $113 $220 8458 POWER CABLE`` DRAWER TC) IBM POU, 14^FQO 4 $12 $49 8574 ULTRA32OSCSI 4'PACK 2 $214 $428 7180 IBM RACK-MOUNT DRAWER RAIL KIT 2 $198 $396 7190 IBM RACK-MOUNT DRAWER BEZEL AND 2 $198 $396 HARDWARE 7269 ONE PROCESSOR ENTITLEMENT FOR 4 $734 $2'936 7877 MEDIA BACKPLANE CARD 2 $105 $210 8314 4'S0nE1.u5G*ZPOWEn5+PROCESSOR CARD, 2 $5,203 $10,406 8478 ZERO-PRICED EXPRESS PRODUCT OFFERING PRO 4 $O $O 3300 LANGUAGE GROUP SPECIFY^ UGENGLISH 2 $O $O HARDWARE SUPPORT 9131'52A7X244HRIBM Onsite Support,7X%44hrresponse,3years prepay. IBM 2 $1.020 Included in SYSTEM P5. CONTRACT . Services 7316^TF37%244HR IBM Onsite Support, TX244hrresponse,3years 2 $485 Included in prepay. FLAT PANEL CONSOLE KIT. CONTRACT Services TERM 7/1/O7T[}8/3U/10. SOFTWARE OOOU 5693'A5L SYSTEM SOFTWARE 000008000 2 $0 $O 0987 MEDIA 5765^GO3AIX 5LV5.3 2 $0 $O 0988 EXPANSION PACK 2 $O $O 0870 AIX 5LV5.3UPDATE CD 2 $O $O 0975 MICROCODE UPDFILES AND DISC TOOL CD 2 $O $U 1084 CD-ROM PROCESS CHARGE 2 $50 $100 1403 PRE|N8TALL84~BITKERNEL 2 $O $O 1492 T|VOL|ACCESS MGR FOR SYS PVGCLIENT CO 2 $0 $O 2924 ENGLISH LANGUAGE 2 $O $0 3410 CD^R[}k8 2 $0 $0 3506 SUPPRESS SINGLE PALLET DELIVERY 3 $O $O Confidential and proprietary information of Spillman Technologies,Inc.0 2006 462S West Lake Park Blvd.,Salt Lake City,LIT 94120 phone 801.902.1200 fax801.902,1210 � � �� � � R _ Technologies. n arlccment Inc. ;tG� le Page 3 of 4 Quote Expiration Date May 31,2007 Quote Number 2007-411f CODE Product Number Description Qty Unit price Line tots 5005 PREINSTALL 2 $0 $0 5924 ENGLISH U/L SBCS SECONDARY LANGUAGE 2 $0 $0 0000 5765-G03 AIX 5L V5.3 000000000 2 $0 $0 0034 VALUE PAK PER PROCESSOR D5 AIX V5.3 8 $127 $1,016 0000 5773-SM3 SOFTWARE MAINTENANCE FOR AIX,3 YEAR 2 $0 $0 000000000 0458 D5 3 YR SWMA FOR AIX PER PROCESSOR REG/R 8 $681 Included in Services TF3 DISPLAY 0000 IBM 7316-TF3 RACK-MOUNTED FLAT PANEL 1 $2,167 $2,167 CON 000000000 4280 IBM 1X8 CONSOLE SWITCH 1 $939 $939 4281 IBM 3M CONSOLE SWITCH CABLE (USB) 2 $108 $216 4650 RACK INDICATOR-NOT FACTORY 1 $0 $0 8880 SPACE SAVER 2 KEYBOARD, US ENGLISH 1 $108 $108 9300 LANGUAGE GROUP SPECIFY- US ENGLISH 1 $0 $0 9911 POWER CORD (4M) ALL(STANDARD CORD) 1 $0 $0 NETAPP-FAS270 Clustered FAS270HA-IS-B-R5 FAS270HA iSAN Bundle,REVB,R5 2 $4,516 $9,032 SW-T2C-FCP-C FCP Software,T2C,-C 2 $703 $1,406 SW-T2C-SMIRROR- SnapMirror Software,SAN,T2C,-C 2 $5,651 $11,302 S-C SW-T2C-SRESTORE-SnapRestore Software,SAN,T2C,-C 2 $933 $1,866 S-C X274B-R5-C Disk Drive,FC,144GB,10K RPM,UNV,-C,R5 14 $858 $12,012 X800E-R6-C Power Cable North America,-C,R6 2 $0 $0 X5515A-R6-C Rackmount Kit,4N2,DS14-Middle,-C,R6 1 $73 $73 DOC-270-C Documents,270,-C 1 $0 $0 CS-O-4HR SupportEdge Premium,7x24,4hr Onsite 1 $18,488 Included in Services SC300-KIT SupportConsole,WelcomeKit,lmplemenation Guide 1 $0 $0 FC Switches SB5602-08A SANbox 5602 full fabric switch with (8)4Gb ports 2 $4,047 $8,094 enabled, (2) power supplies. SB-RACKKIT Rack mount kit for SANbox 5000 series switch 2 $182 $364 models (SAE mounting screws). Prime-3-SB5602 3 year,7 days a week,24 hours a day remote technical 2 $3,823 Included in support,4 hour on-site&spares response Services Confidential and proprietary information of Spillman Technologies,Inc.02006 4625 West Lake Park • / phone 801.902.1200 fax80I.902.1210 cg 10 mTechnologies,��111 4 ent enhance inc„. ��%Cf C7l't. 9 '6 S I. 11 n C li n c t. : • „- i _ re:iaC.•a Page 4 of 4 Quote Expiration Date May 31,2007 Quote Number 2007-411f JCODEJ Product Number Description oty Unit price Line total ADDITIONAL PARTS 23R7008 IBM - 1 x LTO Ultrium -cleaning cartridge 1 $63 $63 081_9870 IBM Total Storage- 1 x LTO Ultrium 2-200 GB/ 10 $36 $360 400 GB -storage media TRAINING AND PS TRAINING Budgetary training credit 1 $15,000 Included in Services ASG-SOW ASG Professional Services- 1 $16,000 Included in Services VERITAS 10844265 VRTS STORAGE FOUNDATION ENTERPRISE 2 $7,819 Included in HA 5.0 AIX TIER B STD LIC EXPRESS BAND S Services 10844100 VRTS STORAGE FOUNDATION ENTERPRISE 6 $2,388 Included in Services TOTAL $ 84,487 Confidential and proprietary Information of Spillman Technologies,Inc.®2006 4625 West Lake Park Blvd.,Salt Lake Cit)6 LIT 84120 phone 801.902.1200 fax801.902.1210 CIO I Exhibit B CONTRACT PERFORMANCE TERMS A . 1 Business Tax. Contractor must have a valid City of San Luis Obispo business tax certificate prior to execution of the contract. Additional information regarding the City's business tax program may be obtained by calling(805) 781-7134. 2. Ability to Perform. Contractor wan-ants that it possesses, or has arranged through subcontracts, all capital and other equipment, labor, materials, and licenses necessary to carry out and complete the work hereunder in compliance with any and all federal, state, county, city, and special district laws, ordinances, and regulations. 3. Laws to be Observed. Contractor shall keep itself fully informed of and shall observe and comply with all applicable state and federal laws and county and City of San Luis Obispo ordinances,regulations and adopted codes during its performance of the work. 4. Payment of Taxes. The contract prices shall include full compensation for all taxes that Contractor is required to pay. 5. Permits and Licenses. Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 6. Safety Provisions. Contractor shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 7. Public and Employee Safety. Whenever Contractor's operations create a condition hazardous to the public or City employees, it shall, at its expense and without cost to the City, furnish, erect and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents or damage or injury to the public and employees. 8. Preservation of City Property. Contractor shall provide and install suitable safeguards, approved by the City, to protect City property from injury or damage. If City property is injured or damaged as a result of Contractor's operations, it shall be replaced or restored at Contractor's expense. The facilities shall be replaced or restored to a condition as good as when the Contractor began work. 9. Immigration Act of 1986. Contractor wan-ants on behalf of itself and all sub-contractors engaged for the performance of this work that only persons authorized to work in the United States pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall be employed in the performance of the work hereunder. 10. Contractor Non-Discrimination. In the performance of this work, Contractor agrees that it will not engage in, nor permit- such sub-contractors as it may employ, to engage in discrimination in employment of persons because of age, race, color, sex, national origin or ancestry, sexual orientation, or religion of such persons. 11. Work Delays. Should Contractor be obstructed or delayed in the work required to be done hereunder by changes in the work or by any default, act, or omission of the City, or by strikes, fire, earthquake, or any other Act of God, or by the inability to obtain materials, equipment, or labor due to federal government restrictions arising out of defense or war programs, then the time Exhibit B:Contract Performance Terms Page B-2 of completion may, at the City's sole option, be extended for such periods as maybe agreed upon by the City and the Contractor. 12. Payment Terms. The City's payment terms are 30 days from the receipt of an original invoice and acceptance by the City of the services provided by Contractor(Net.30). 13. Inspection. Contractor shall furnish City with every reasonable opportunity for City to ascertain that the services of.Contractor are being performed in accordance with the requirements and intentions of this contract. All work done and all materials furnished, if any, shall be subject to the City's inspection and approval. The inspection of such work shall not relieve Contractor of any of its obligations to fulfill its contract requirements. 14. Audit. The City shall have the option of inspecting and/or auditing all records and other written materials used by Contractor in preparing its invoices to City as a condition precedent to any payment to Contractor. 15. Interests of Contractor. Contractor covenants that it presently has no interest, and shall not acquire any interest direct or indirect or otherwise, which would conflict in any manner or degree with the performance of the work hereunder. Contractor further covenants that, in the performance of this work, no sub-contractor or person having such an.interest shall be employed. Contractor certifies that no one who has or will have any financial interest in performing this work is an officer or employee of the City. It is hereby expressly agreed that, in the performance of the work hereunder, Contractor shall at all times be deemed an independent contractor and not an agent or employee of the City. 16. Hold Harmless and Indemnification. Contractor agrees to defend, indemnify, protect and hold the City and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to Contractor's employees, agents or officers which arise from or are connected with or are caused or claimed to be caused by the acts or omissions of Contractor, and its agents, officers or employees, in performing the work or services herein, and all expenses of investigating and defending against same;provided, however, that Contractor's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers or employees. 17. Contract Assignment. Contractor shall riot assign, transfer, convey or otherwise dispose of the contract, or its right, title or interest, or its power to execute such a contract to any individual or business entity of any kind without the previous written consent of the City. 18. Termination. If, during the term of the contract, the City determines that Contractor is not faithfully abiding by any term or condition contained herein, the City may notify Contractor in writing of such defect or failure to perform; which notice must give Contractor a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If Contractor has not performed the work or cured the deficiency within the ten days specified in the notice, such shall constitute a breach of the contract and the City may terminate the contract immediately by written notice to Contractor to said effect. Thereafter, neither party shall have anyfiuther duties,obligations,responsibilities or rights under the contract. In said event, Contractor shall be entitled to the reasonable value of its services performed from the beginning date in which the breach occurs up to the day it received the City's Notice of (2q - ) 3 Exhibit B:Contract Performance Terms Page B-3 Termination, minus any offset from such payment representing the City's damages from such breach. "Reasonable value" includes fees or charges for goods or services as of the last milestone or task satisfactorily delivered or completed by Contractor as may be set forth in the Agreement payment schedule; compensation for any other work, services or goods performed or provided by Contractor shall be based solely on the City's assessment of the value of the work-in- progress in completing the overall workscope. The City reserves the right to delay any such payment until completion or confirmed abandonment of the project, as may be determined in the City's sole discretion, so as to permit a full and complete accounting of costs. In no event, however, shall .Contractor be entitled to receive in excess of the compensation quoted in its proposal. 19. Ownership of Materials. All original drawings, plan documents and other materials prepared by or in possession of Contractor as part of the work or services under these specifications shall become the permanent property of the City, and shall be delivered to the City upon demand. 20. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by or assembled by Contractor as part of the work or services under these specifications shall be the property of City, and shall not be made available to any individual or organization by Contractor without the prior written approval of the City. 21. Copies of Reports and Information. If the City requests additional copies of reports,drawings, specifications, or any other material in addition to what Contractor is required to fiunish in limited quantities as part of the work or services under these specifications, Contractor shall provide such additional copies as are requested, and City shall compensate Contractor for the costs of duplicating of such copies at the Contractor's direct expense. 22. Attendance at Meetings and Hearings. Contractor shall attend as many "working" meetings with staff as necessary in performing workscope tasks. 23. Insurance. Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by Contractor, its agents, representatives, employees or sub-contractors. a. Minimum scope of insurance. Coverage shall be at least as broad as: • Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). • Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability,code 1 (any auto). • Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. • Errors and Omissions Liability insurance .as appropriate to Contractor's profession. b. Minimum limits of insurance. Contractor shall maintain limits no less than: • General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a Exhibit B:Contract Performance Terns Page B-4 general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. • Automobile Liability: $1,000,000 per accident for bodily injury and property damage. • Employer's Liability: $1,000,000 per accident for bodily injury or disease. • Errors and Omissions Liability: $1,000,000 per occurrence. C. Deductibles and self-insured retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. d. Other insurance provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain,the following provisions: • The City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of Contractor; products and completed operations of Contractor, premises owned, occupied or used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents or volunteers. • For any claims related to this project, Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers,officials, employees,agents or volunteers shall be excess of Contractor's insurance and shall not contribute with it. • Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. • Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. • Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested,has been given to the City. e. Acceptability of insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than ANN. f Verification of coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required. insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences.