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HomeMy WebLinkAbout10-20-2015 Item 12 - Fire Station Alerting System Service Agreement Meeting Date: 10/20/2015 FROM: Garret Olson, Fire Chief Prepared By: Julie Cox, Administrative Analyst SUBJECT: FIRE STATION ALERTING SYSTEM SERVICE AGREEMENT RECOMMENDATION 1. Approve five year agreement with US Digital Designs, Inc. for $146,595.00 2. Authorize Fire Chief to execute a service agreement (Attachment A). DISCUSSION The City of San Luis Obispo Fire Department station alerting system was replaced with a new system in 2010. The current three year service agreement will expire October 31, 2015. This station alerting system is utilized 24/7/365 and is the main system that alerts and provides Fire personnel with the critical information to get them out of the station and in route to provide critical services. The system which is comprised of speakers, digital displays and lights is “always on” so in case of a fire or a medical emergency, the fire station will be sent emergency audible tones and fire personnel will be alerted. This ‘always on’ state shortens the working life of the equipment, and staff is seeing failures occur more frequently. Public safety equipment must remain highly reliable, so the Fire Department and Information Technology staff is recommending a five-year service agreement that covers software versions and hardware replacements required to maintain the integrity of the system. The City’s purchasing guidelines state that typical bidding procedures may be dispensed with “when the item(s) to be purchased can be obtained from only one vendor or supplier” (MC 3.24.060). The Fire Department station alerting system relies on highly specialized software and there are no other vendors besides US Digital Designs, Inc that can provide the equipment and related service agreement. CONCURRENCES Information Technology staff concur with the report. FISCAL IMPACT The expense has been included in the Fire Department operating program budget approved in the 2015-17 Financial Plan. 12 Packet Pg. 112 Initial Term (11/1/2015 to 10/31/2016) $28,695 First Additional Term (11/1/2016 to 10/31/2017) $29,007 Second Additional Term (11/1/2017 to 10/31/2018) $29,319 Third Additional Term (11/1/2018 to 10/31/2019) $29,631 Fourth Additional Term (11/1/2019 to 10/31/2020) $29,943 Total $146,595 ALTERNATIVE The City Council could reduce the years of the annual agreement or deny the request. This is not recommended since this is the system that notifies our emergency response crews of a call for service that needs to be in good working order at all times. Attachments: a - US Digital Service Agreement (final).docx copy 12 Packet Pg. 113 1 US Digital Designs ! SERVICE AGREEMENT This SERVICE AGREEMENT (“Agreement”) is made effective as of the _____ day of ____________, 20___ (the “Effective Date”), in the State of California by and between US DIGITAL DESIGNS, INC. (“USDD”), with its principal place of business at 1835 East Sixth Street, Suite 27, Tempe, Arizona 85281, and the following entity (“Customer”): CITY OF SAN LUIS OBISPO Fire Department Administration 2160 Santa Barbara Avenue San Luis Obispo, CA 93401-5240 Attn: Julie Cox, Administrative Analyst Email: jcox@slocity.org Telephone: (805) 781-7382 USDD and Customer are collectively referred to herein as the “Parties” and may be individually referred to as a “Party”. RECITALS WHEREAS, Customer requires USDD to provide software maintenance and hardware repair services for its USDD fire station alerting “System” (as defined below); and WHERAS, USDD has agreed to service the System pursuant to the terms, conditions, and limitations of this Agreement. NOW THEREFORE, in accordance with the foregoing recitals, and in consideration of the mutual covenants and promises set forth herein, and for other good and valuable 12.a Packet Pg. 114 At t a c h m e n t : a - U S D i g i t a l S e r v i c e A g r e e m e n t ( f i n a l ) . d o c x c o p y ( 1 1 5 0 : F i r e S t a t i o n A l e r t i n g S y s t e m S e r v i c e A g r e e m e n t ) 2 consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows: AGREEMENT 1. Incorporation. The above recitals are hereby incorporated by reference. 2. Definitions. For purposes of this Agreement, the following terms shall have the following meanings: a. “Additional Services” shall have the meaning set forth in Section 7 below. b. “Commencement Date” shall be November 1, 2015. c. “Emergency Support” means telephone access for Customer’s “System Administrator” (as defined below) to USDD’s senior staff and engineers in the event of a Mission Critical Failure. d. “Hardware” means a physically tangible electro-mechanical system or sub- system and associated documentation provided to Customer by USDD; provided however, Hardware shall not include any televisions or monitors manufactured by third parties. e. “Intellectual Property” means any and all rights of USDD related to USDD’s products and business existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all derivative works, work product, applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. f. “Mission Critical Failure” means a failure in the materials, workmanship or design of the System that causes any fire station served by the System to be incapable of receiving dispatches through all communications paths; provided, however, that any such failure caused by operator error, internet or telephony service outages, misuse or neglect of the System or any cause outside of USDD’s direct control does not constitute a Mission Critical Failure. g. “Services” shall have the meaning set forth in Section 3 below. h. “Software” means software programs, including embedded software, firmware, executable code, linkable object code, and source code, including any updates, modifications, revisions, copies, documentation, and design data that are licensed to Customer by USDD. i. “System” means all Hardware and Software purchased by Customer directly from USDD under any contract, purchase order, or arrangement that is used 12.a Packet Pg. 115 At t a c h m e n t : a - U S D i g i t a l S e r v i c e A g r e e m e n t ( f i n a l ) . d o c x c o p y ( 1 1 5 0 : F i r e S t a t i o n A l e r t i n g S y s t e m S e r v i c e A g r e e m e n t ) 3 exclusively by Customer as part of its fire station alerting system; provided however, that the term “System” specifically excludes any components, hardware, or software provided by third parties, including without limitation Customer’s computers, laptops, computer peripherals, monitors, televisions, routers, switches, operating systems, computer programs, applications, internet and network connections, and any other parts or items not provided to Customer directly by USDD. j. “Term” means the period of time during which this Agreement is in effect, including the Initial Term and all Additional Terms, as defined in Section 9 below. 3. Scope of Services. During the Term of this Agreement, USDD agrees to provide Hardware repair services and Software updates and maintenance for the System (collectively, the “Services”). Subject to all other terms and conditions contained in the Agreement, the Services shall include the following: a. Technical phone support Monday through Friday from 08:00 to 17:30 MST, excluding USDD holidays; b. Remote access support Monday through Friday from 08:00 to 17:30 MST, excluding USDD holidays; c. Emergency Support, available 24 hours per day, for the “System Administrator” (as defined below) in the event of a Mission Critical Failure; d. Updates for all System Software, as and when released by USDD; e. Repair of defective or malfunctioning Hardware (not otherwise covered under the USDD warranty applicable to the Hardware) at USDD’s principal place of business; and f. Ground shipping for the return of repaired Hardware. 4. Hardware Repairs. If a Hardware component requires repair, and a valid claim is made during the Term, at its option, USDD will, at its principal place of business, either (1) repair the Hardware at no charge, using new parts or parts equivalent to new in performance and reliability, or (2) exchange the Hardware with a product that is new or equivalent to new in performance and reliability and is at least functionally equivalent to the original Hardware. When a product or part is exchanged, any replacement item becomes the Customer’s property and the replaced item becomes the property of USDD. Parts provided by USDD in fulfillment of the Services must be used in the System to which this Agreement applies. Customer shall be responsible for and bear all risks and costs of shipping any Hardware to USDD for repair. USDD shall be responsible for and bear all risks and costs of returning any Hardware to Customer after repair or replacement. Replacement Hardware will be returned to Customer configured as it was when the Hardware was originally purchased, subject to applicable updates. 12.a Packet Pg. 116 At t a c h m e n t : a - U S D i g i t a l S e r v i c e A g r e e m e n t ( f i n a l ) . d o c x c o p y ( 1 1 5 0 : F i r e S t a t i o n A l e r t i n g S y s t e m S e r v i c e A g r e e m e n t ) 4 5. Claims. Prior to requesting Services, Customer is encouraged to review USDD’s online help resources. Thereafter, to make a valid claim hereunder, Customer must contact USDD technical support and describe the problem or defect with reasonable specificity. The first such contact must occur during the Term. USDD’s technical support contact information can be found on USDD’s website at http://stationalerting.com/home/about-us-digital-designs/contact- us-digital-designs/. Customer must use its best efforts to assist in diagnosing defects, follow USDD’s technical instructions, and fully cooperate in the diagnostic process. Failure to do so shall relieve USDD of any further obligation hereunder. 6. Limitations. The Services specifically and expressly exclude any repair, software installation, update, or other service that is necessitated by (i) the Customer’s misuse or neglect of the System, (ii) damage arising from Customer’s failure to follow instructions relating to the product’s use, (iii) cosmetic damage, including but not limited to scratches, dents and broken plastic on ports, (iv) alterations or repairs to the System made by any person other than an authorized USDD representative, (v) failure of environmental controls or improper environmental conditions, (vi) modification to alter functionality or capability without the written permission of USDD, (vii) use with non-USDD products, (viii) any damage caused by fire, flood, vandalism, terrorism, riot, storm, lightning, or other acts of nature or civil unrest. The Services shall not include disassembly or re-installation of any Hardware at Customer’s site. The Services shall not include the repair of any Hardware that is determined to be obsolete or irreparable in USDD’s sole discretion. The Services shall not include repair or replacement of televisions or monitors manufactured by third parties. Repair or replacement of such components shall be subject exclusively to the manufacturer’s warranty, if any. USDD shall not be liable to provide Services at any time when Customer is in breach of any obligation to USDD under this Agreement or any other contract. 7. Additional Services. Except for the Services, all other acts or performances requested or required of USDD by Customer (“Additional Services”) will be charged at USDD’s then current rates and will be in addition to all other fees and charges payable by Customer under this Agreement. Additional Services shall include (without limitation) Customer’s use of Emergency Support in the absence of a Mission Critical Failure and any Services provided by USDD on a rush basis or during hours not included in the description of the Services set forth above. Customer shall pay all invoices for Additional Services within 30 days. 8. Customer Facilitation of Services. In order to facilitate USDD’s delivery of the Services, Customer will appoint a person from its staff to consult with USDD and provide such information, access, description, and guidance as is necessary for USDD to perform its duties hereunder (“System Administrator”). The Customer will ensure that the System Administrator is reasonably available to USDD. USDD may rely on the direction of the System Administrator in performing its duties hereunder, including without limitation, direction to provide Additional Services. The Customer may replace the person serving as its System Administrator only upon prior written notice to USDD. Without limiting the foregoing, Customer will be responsible for the following: a. The provision of VPN or other means for remote access to the System for remote access support; 12.a Packet Pg. 117 At t a c h m e n t : a - U S D i g i t a l S e r v i c e A g r e e m e n t ( f i n a l ) . d o c x c o p y ( 1 1 5 0 : F i r e S t a t i o n A l e r t i n g S y s t e m S e r v i c e A g r e e m e n t ) 5 b. The procurement and/or provision of all computers, peripherals, and consumables (collectively, the “Customer Equipment”), including printer paper, toner and ink necessary for the operation, testing, troubleshooting, and functionality of the System; c. Any configuration and regular maintenance that is normally undertaken by the user or operator as described in the operating manual for the Customer Equipment, including the replacement of UPS batteries, as necessary; d. Providing a stable means of data transmission between the System Gateway and each fire station serviced by the System necessary for the installation, testing and functionality of the of the System; such means of data transmission may include, but is not limited to, TCP/IP, data modems, leased lines, radios, etc; e. The correct use of the System in accordance with USDD’s operating instructions; and f. The security and integrity of the System. 9. Service Term, Renewal and Termination. The initial term of this Agreement shall begin on the Commencement Date and shall continue for one year (“Initial Term”). Unless previously terminated as set forth in this Section, Customer may renew this agreement for an additional four one-year terms (each an “Additional Term”) by giving written notice of Customer’s intent to renew not more than 90 nor less than 10 days prior to the expiration of the Initial Term or any Additional Term, as the case may be, or by timely payment of the “Annual Fee” (as defined below). Either Party may terminate this Agreement for any breach hereof upon 30 days written notice. The notice shall specify the nature of the breach. If the breaching Party fails to cure the breach within 30 days, this Agreement shall be terminated. 10. Annual Fees. On or before the first day of the Initial Term and each Additional Term (each, a “Due Date”), Customer shall pay USDD an annual fee in advance for the Services to be delivered hereunder (the “Annual Fee”). The Annual Fee for the Initial Term and each Additional Term shall be as follows: Initial Term (11/1/2015 to 10/31/2016) $28,695.00 First Additional Term (11/1/2016 to 10/31/2017) $29,007.00 Second Additional Term (11/1/2017 to 10/31/2018) $29,319.00 Third Additional Term (11/1/2018 to 10/31/2019) $29,631.00 Fourth Additional Term (11/1/2019 to 10/31/2020) $29,943.00 Customer shall pay the Annual Fee on or before the Due Date or 30 days after the date of the invoice, whichever is later. All invoices remaining unpaid including invoices for Additional Services shall bear interest at 18% per annum. Annual Fees are nonrefundable. In the event of termination of this Agreement, the Annual Fee shall be refunded to Customer on a pro-rata. By way of example and for sake of clarity, if this Agreement is terminated effective June 1 of the 12.a Packet Pg. 118 At t a c h m e n t : a - U S D i g i t a l S e r v i c e A g r e e m e n t ( f i n a l ) . d o c x c o p y ( 1 1 5 0 : F i r e S t a t i o n A l e r t i n g S y s t e m S e r v i c e A g r e e m e n t ) 6 Initial Term, Customer shall be refunded $9,565 for the four months of pre-paid but unperformed services. 11. Purchase of Additional Hardware and Software. Customer acknowledges that the Annual Fee covers only the Hardware and Software currently purchased and owned by Customer. In the event Customer purchases additional Hardware and Software during any Term of this Agreement, upon expiration of the warranty on such additional Hardware and Software, Customer and USDD may enter into separate Service Agreements for such Hardware or Software, or include the annual fee for servicing such additional Hardware and Software to the Annual Fee, as the parties may mutually agree. 12. Intellectual Property. Customer hereby agrees and acknowledges that USDD owns all rights, title, and interest in and to the Intellectual Property. Customer agrees to not remove, obscure, or alter USDD’s or any third-party’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the Hardware or Software. Nothing herein shall be deemed to give, transfer, or convey to Customer any rights in the Intellectual Property except as specifically and expressly set forth in this Agreement or an express written license previously granted to Customer by USDD. All rights in and to the Intellectual Property not specifically and expressly conveyed to Customer are reserved and retained by USDD. 13. License. At all times that Customer is in compliance with the terms of this Agreement and all other agreements between the Parties, Customer shall have a non-exclusive, non- transferable, fully paid license to use the Software, but only in conjunction with the Hardware provided by USDD and only in conjunction with Customer’s fire station alerting system. 14. Assignment. The Parties shall not assign in whole or in part this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld. Notwithstanding the foregoing, USDD may freely transfer its rights under this Agreement in the event of a sale of all or substantially all of its assets or stock. Each Party binds itself, its successors, assigns, executors, administrators or other representatives to the other Party hereto and to successors, assigns, executors, administrators or other representatives of such other Party in connection with all terms and conditions of this Agreement. 15. Force Majeure. Except for Customer’s duty to pay sums due hereunder, neither Party will be liable for any act, omission, or failure to fulfill its obligations under this Agreement if such act, omission or failure arises from any cause beyond its control including acts of nature, strikes, lockouts, riots, acts of war, acts of terrorism, epidemics, governmental action after the date of this Agreement, fire communication line failures, power failures, earthquakes or other disasters. The Party unable to fulfill its obligations due to Force Majeure will immediately: a. Notify the other in writing of the reasons for its failure to fulfill its obligations and the effect of such failure; and b. Use all responsible endeavors to avoid or remove the cause and perform its obligations. 12.a Packet Pg. 119 At t a c h m e n t : a - U S D i g i t a l S e r v i c e A g r e e m e n t ( f i n a l ) . d o c x c o p y ( 1 1 5 0 : F i r e S t a t i o n A l e r t i n g S y s t e m S e r v i c e A g r e e m e n t ) 7 16. Headings and Usage. The headings, captions, and section numbers contained herein are provided for convenience only and are not part of the terms of this Agreement. When the context of the words used in this Agreement indicate that such is the intent, words in the singular shall include the plural, and vice versa, and the references to the masculine, feminine or neuter shall be construed as the gender of the person, persons, entity or entities actually referred to require. 17. Waiver. No failure or delay, in any one or more instances, to enforce or require strict compliance with any term of this Agreement shall be deemed to be a waiver of such term nor shall such failure or delay be deemed a waiver of any other breach of any other term contained in this Agreement. 18. Governing Law; Parties in Interest. This Agreement will be governed by and construed according to the laws of the State of California without regard to conflicts of law principles and will bind and inure to the benefit of the successors and assigns of the Parties. 19. Execution in Counterparts. This Agreement may be executed in counterparts, all of which taken together shall be deemed one original. The date of this Agreement shall be the latest date on which any Party executes this Agreement. 20. Entire Agreement. This Agreement contains the entire understanding between the Parties, and supersedes any prior understandings and agreements between or among them with respect to the subject matter hereof. This Agreement may not be amended, altered, or changed except by the express written agreement of the Parties. 21. Joint Effort. This Contract has been drafted through the joint efforts of the Parties and shall not be construed against any Party on the basis that such Party is the drafter of this Contract or any term thereof. The Parties represent and warrant to each other that each Party has had the opportunity to review this Contract with counsel of its own choosing, that each Party has either reviewed this Contract with counsel or has elected to forego such review, and that no Party shall deny the validity of this Contract on the grounds that the Party did not understand the nature and consequences of this Contract or did not have the advice of counsel. 22. Savings Clause. In the event any part, provision, or term of this Agreement is deemed to be illegal or unenforceable, this Agreement shall be construed as if such unenforceable part, provision, or term had not been included herein. Such illegal or unenforceable part, provision, or term shall be deemed revised to the extent necessary to cure its defect and such revision and the remainder of the Agreement shall be and remain in full force and effect. 23. Customer Representative. The undersigned representative of Customer hereby represents and warrants that s/he has the authority to bind Customer and that the execution, delivery and performance by Customer under this Agreement will not violate the provisions of any law, rule, regulation or policy, and will not conflict with or result in the breach or termination or constitute a default under any agreement or instrument to which Customer is a party. 12.a Packet Pg. 120 At t a c h m e n t : a - U S D i g i t a l S e r v i c e A g r e e m e n t ( f i n a l ) . d o c x c o p y ( 1 1 5 0 : F i r e S t a t i o n A l e r t i n g S y s t e m S e r v i c e A g r e e m e n t ) 8 24. Additional Acts and Documents. Each Party hereto agrees to do all such things and take all such actions and to make, execute and deliver such other documents and instruments as shall be reasonably requested by the other Party to carry out the provisions, intent and purposes of this Agreement. 25. Customer’s Standard Terms and Conditions. USDD agrees to comply with and be bound by Customer’s standard terms and conditions attached hereto as Exhibit “A” and incorporated herein by this reference. In the event there is a conflict between the terms and condition in Exhibit “A” and the terms and conditions hereinabove, the term or condition in Exhibit “A” shall control. 26. Insurance Requirements. USDD agrees to comply with Customer’s insurance requirements attached hereto as Exhibit “A” and incorporated herein by this reference. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date. City of San Luis Obispo: US Digital Designs, Inc.: By: _____________________________ By _________________________________ Name: ___________________________ DOMINIC MAGNONI, Vice President Its: ______________________________ 12.a Packet Pg. 121 At t a c h m e n t : a - U S D i g i t a l S e r v i c e A g r e e m e n t ( f i n a l ) . d o c x c o p y ( 1 1 5 0 : F i r e S t a t i o n A l e r t i n g S y s t e m S e r v i c e A g r e e m e n t ) City of San Luis Obispo – General Terms and Conditions Exhibit A 1.Business Tax. The Consultant must have a valid City of San Luis Obispo business tax certificate before 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. The Consultant warrants 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. The Consultant 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 the Consultant is required to pay. 5.Permits and Licenses. The Consultant shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 6.Safety Provisions. The Consultant 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 the Consultant'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. The Consultant 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 resulting from the Consultant's operations, it shall be replaced or restored at the Consultant's expense. The facilities shall be replaced or restored to a condition as good as when the Consultant began work. 9.Immigration Act of 1986. The Consultant warrants on behalf of itself and all sub-consultants 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.Consultant Non-Discrimination. In the performance of this work, the Consultant agrees that it will not engage in, nor permit such sub- consultants 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 the Consultant 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 of completion may, at the City's sole option, be extended for such periods as may be agreed upon by the City and the Consultant. 1 12.a Packet Pg. 122 At t a c h m e n t : a - U S D i g i t a l S e r v i c e A g r e e m e n t ( f i n a l ) . d o c x c o p y ( 1 1 5 0 : F i r e S t a t i o n A l e r t i n g S y s t e m S e r v i c e A g r e e m e n t ) City of San Luis Obispo – General Terms and Conditions Exhibit A 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 materials, supplies, equipment or services provided by the Consultant (Net 30). 13.Inspection. The Consultant shall furnish City with every reasonable opportunity for City to ascertain that the services of the Consultant 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 Consultant 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 Consultant in preparing its invoices to City as a condition precedent to any payment to Consultant. 15.Interests of Consultant. The Consultant covenants that it presently has no interest, and shall not acquire any interest—direct, indirect or otherwise—that would conflict in any manner or degree with the performance of the work hereunder. The Consultant further covenants that, in the performance of this work, no sub-consultant or person having such an interest shall be employed. The Consultant 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, the Consultant shall at all times be deemed an independent Consultant and not an agent or employee of the City. 16.Indemnification for Professional Liability. To the fullest extent permitted by law, the Consultant shall indemnify, protect, defend and hold harmless the City and any and all of its officials, employees and agents (“Indemnified Parties”) from and against any and all losses, liabilities, damages, costs and expenses, including attorney’s fees and cost which arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 17.Contract Assignment. The Consultant shall not 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 the Consultant is not faithfully abiding by any term or condition contained herein, the City may notify the Consultant in writing of such defect or failure to perform. This notice must give the Consultant a 10 (ten) calendar day notice of time thereafter in which to perform said work or cure the deficiency. If the Consultant 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 the Consultant to said effect. Thereafter, neither party shall have any further duties, obligations, responsibilities, or rights under the contract except, however, any and all obligations of the Consultant's surety shall remain in full force and effect, and shall not be extinguished, reduced, or in any manner waived by the termination thereof. In said event, the Consultant 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 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 the Consultant as may be set forth in the Proposal; compensation for any other work, services or goods performed or provided by the Consultant shall 2 12.a Packet Pg. 123 At t a c h m e n t : a - U S D i g i t a l S e r v i c e A g r e e m e n t ( f i n a l ) . d o c x c o p y ( 1 1 5 0 : F i r e S t a t i o n A l e r t i n g S y s t e m S e r v i c e A g r e e m e n t ) City of San Luis Obispo – General Terms and Conditions 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 the Consultant 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 the Consultant 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 the Consultant 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 the Consultant 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 the Consultant is required to furnish in limited quantities as part of the work or services under these specifications, the Consultant shall provide such additional copies as are requested, and City shall compensate the Consultant for the costs of duplicating of such copies at the Consultant's direct expense. 22.Required Deliverable Products. The Consultant will be required to provide: 2 hard copies of the draft or electronic copy (Adobe Acrobat format) 2 hard copies of the final project report, and 1 electronic copy (Acrobat Adobe format) of the final report. City staff will review any documents or materials provided by the Consultant and, where necessary, the Consultant will be required to respond to staff comments and make such changes as deemed appropriate. Computer files must be on 3½", high-density, write-protected diskettes or CD’s formatted for use on IBM-compatible systems. Each diskette must be clearly labeled and have a printed copy of the directory. Alternatively, files may be emailed to the City. 23.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 Engineer of the City. 24.Complete Agreement. These Purchase Order Conditions and Consultants proposal 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. 3 Exhibit A 12.a Packet Pg. 124 At t a c h m e n t : a - U S D i g i t a l S e r v i c e A g r e e m e n t ( f i n a l ) . d o c x c o p y ( 1 1 5 0 : F i r e S t a t i o n A l e r t i n g S y s t e m S e r v i c e A g r e e m e n t ) City of San Luis Obispo – General Terms and Conditions 25.Insurance Requirements. The Consultant shall provide proof of insurance in the form, coverages and amounts specified in these conditions as a precondition to contract execution. The Consultant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or sub-consultants. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1.Insurance Services Office Commercial General Liability coverage (occurrence form CG 20 10 Prior to 1993 or CG 20 10 07 04 with CG 20 37 10 01 or the exact equivalent as determined by the City). 2.Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 3.Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. 4.Errors and Omissions Liability insurance as appropriate to the consultant's profession. Minimum Limits of Insurance. Consultant shall maintain limits no less than: 1.General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability or other form with a 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. 2.Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3.Employer's Liability: $1,000,000 per accident for bodily injury or disease. 4.Errors and Omissions Liability: $1,000,000 per occurrence. 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 the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1.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 the Consultant; products and completed operations of the Consultant; premises owned, occupied or used by the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents or volunteers. 2.For any claims related to this project, the Consultant'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 the Consultant's insurance and shall not contribute with it. 3.The Consultant'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. 4 Exhibit A 12.a Packet Pg. 125 At t a c h m e n t : a - U S D i g i t a l S e r v i c e A g r e e m e n t ( f i n a l ) . d o c x c o p y ( 1 1 5 0 : F i r e S t a t i o n A l e r t i n g S y s t e m S e r v i c e A g r e e m e n t ) City of San Luis Obispo – General Terms and Conditions 4.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. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Verification of Coverage. Consultant 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. 5 Exhibit A 12.a Packet Pg. 126 At t a c h m e n t : a - U S D i g i t a l S e r v i c e A g r e e m e n t ( f i n a l ) . d o c x c o p y ( 1 1 5 0 : F i r e S t a t i o n A l e r t i n g S y s t e m S e r v i c e A g r e e m e n t ) Page intentionally left blank.