HomeMy WebLinkAboutItem 07 - Fire Station Alerting System Service Agreement Department Name: Fire
Cost Center: 8502
For Agenda of: October 6, 2020
Placement: Consent
Estimated Time: N/A
FROM: Keith Aggson, Fire Chief
Prepared By: James Blattler, Administrative Analyst
SUBJECT: FIRE STATION ALERTING SYSTEM SERVICE AGREEMENT
RECOMMENDATION
1. Approve a five-year Fire Station Alerting System Sole Source Service Agreement with U.S.
Digital Designs, Inc. for $149,715; and
2. Authorize the Fire Chief to execute the service agreement (Attachment A).
DISCUSSION
The City of San Luis Obispo Fire Department (“Fire Department”) station alerting system was
replaced with a new system in 2010. The current five-year service agreement for this system will
expire October 31, 2020. This station alerting system is utilized 24h/7d/365d and is the main
system that alerts and provides Fire Department personnel with the critical information to get
them out of the station and in route to provide critical public safety services.
The alerting system is comprised of speakers, digital displays and lights and is “always on” to ensure
fire personnel are alerted in case of a health or safety emergency. This “always on” state shortens the
working life of the equipment and requires a service agreement to ensure proper operation. Public
safety equipment must remain highly reliable, as such the Fire Department and Information
Technology staff is recommending a new five-year service agreement that covers software versions
and hardware replacements required to maintain the operational integrity of the system.
Policy Context
Per City of San Luis Obispo Financial Management Manual, Section 202, Exhibit 202-A, it is the
policy of the City of San Luis Obispo (“City”) to require Council Approval on purchases of IT
Systems valued at $100,000 or more.
Additionally, per Section 201, Exhibit 201-B of the Financial Management Manual it is the policy of
the City to solicit quotations or bids for purchases of commodities or services for specified dollar
amounts and to select vendors on a competitive basis. Pursuant to Municipal Code Section 3.24.060,
certain acquisitions in which the products or services may only be obtained from a single source may
be purchased without engaging in bidding procedures. Such Sole Source acquisitions must be
justified in sufficient detail to explain the basis for suspending the usual competitive procurement
process and approved by the approving authority before such a purchase is made.
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Staff is recommending a sole source acquisition due to the contractor being the only vendor that
can service the City’s current fire station alerting system. (See San Luis Obispo Municipal Code
Section § 3.24.060(C)-(D).) Changing the alerting system would require a system wide
replacement of both hardware and software, which would come at a significant unbudgeted
expense. Additional details of the sole source recommendation can be found in the “Sole Source
Justification: US Digital Design” document (Attachment B).
Public Engagement
This item is on the agenda for the October 6, 2020 City Council meeting and will follow all
required postings and notifications. The public will have the opportunity to provide comment on
this item at or before the meeting.
CONCURRENCE
The Information Technology Department was involved in the evaluation of a 5-year renewal
agreement and concur with the recommendation of this report.
ENVIRONMENTAL REVIEW
The California Environmental Quality Act does not apply to the recommended action in this
report, because the action does not constitute a “Project” under CEQA Guidelines Sec. 15378.
FISCAL IMPACT
Budgeted: Yes Budget Year: 2021 to 2025
Funding Identified: Yes
Fiscal Analysis:
Funding Sources Current FY Cost
Annualized
On-going Cost
Total Project
Cost
General Fund $29,943.00 $29,943.00 $149,715.00
State $0 $0 $0
Federal $0 $0 $0
Fees $0 $0 $0
Other: $0 $0 $0
Total $29,943.00 $29,943.00 $149,715.00
The department carries the ongoing operating cost of the service agreement in its annual budget.
For the FY2021 budget the Fire Department anticipated and budgeted for a $312 increase in cost
from the FY2020 rate. The expiring 5-year service agreement started with an annual rate of
$28,695 with an annual increase of $312 which resulted in a final annual service fee of $29,943.
During negotiations for the renewal agreement, the department was able to secure a flat annual
rate for the entire 5-year term. This will result in a savings of $312 for FY2021 and a total
agreement savings of $1,560.
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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 and needs to be in good working order at all times.
Attachments:
a - Final USDD Service Agreement
b - Sole Source Justification: US Digital Design
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US Digital Designs – Service Agreement Page 1 of 9
SERVICE AGREEMENT
This Service Agreement (“Agreement”) is made 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: James Blatter, Administrative Analyst
Telephone: 805.781.7382
Email: jblatter@slocity.org
1. Recitals. The Customer requires USDD to provide software maintenance and hardware
repair services for its USDD fire station alerting system. USDD has agreed to service the
Customer’s System (as defined below) pursuant to the terms, conditions, and limitations of this
Agreement. In consideration of the foregoing, and for other good and valuable consideration, the
parties hereby agree to the terms set forth in this Agreement.
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. “Application or App” shall mean the Phoenix G2 FSA Mobile Application for iOS
and Android mobile devices.
c. “Commencement Date” shall be November 1, 2020.
d. “Hardware” means a physically tangible electro-mechanical system or sub-system
and associated documentation provided to Customer by USDD, provided
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however, Hardware shall not include any televisions or monitors manufactured by
third parties;
e. “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.
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, customization requested by Customer, copies,
documentation, and design data that are licensed to Customer by USDD;
i. “System” means all Hardware and Software purchased by Customer either
directly from USDD or authorized USDD Reseller under any contract, purchase
order, or arrangement that is used 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, lap tops, 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. USDD Scope of Services. During the Term of this Agreement, USDD agrees to provide
Hardware repair service 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;
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c. Emergency Support, available 24 hours per day, for Customer’s System
Administrator in the event of a Mission Critical Failure;
d. Updates for all System Software, as and when released by USDD;
e. Twenty-four (24) App licenses per each ATX Station Controller that is part of the
System and covered under this Agreement. Use of the App shall be strictly
governed by the Mobile Application End User’s Agreement that must be accepted
by each user at the time the software is downloaded.
f. 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
g. 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.
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 specificity. The first such contact must
occur during the Term. USDD’s technical support contact information can be found on USDD’s
web site: http://stationalerting.com/service-support/. 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 the Customer’s misuse or neglect of
the System, damage arising from Customer’s failure to follow instructions relating to the
product’s use, cosmetic damage, including but not limited to scratches, dents and broken plastic
on ports, alterations or repairs to the System made by any person other than an authorized USDD
representative, failure of environmental controls or improper environmental conditions,
modification to alter functionality or capability without the written permission of USDD, use
with non-USDD products, 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
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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 by USDD. 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. Invoices
remaining unpaid for more than 30 days shall bear interest at 18% per annum.
8. Authorized Support Contacts. In order to facilitate USDD’s delivery of the Services,
Customer shall appoint a minimum of one and a maximum of three contact people who are each
authorized to make use of the support services (“Authorized Contacts”). The Customer must
ensure that the Authorized Contacts have adequate expertise and experience to make an accurate
description of malfunctions to make it possible for USDD to handle reports efficiently. Customer
is responsible to select those personnel for this task who are suitable for it by means of training
and function, and who have knowledge of Customer’s network, hardware, and software systems.
The Authorized Contacts must also have completed USDD product training.
At least one Authorized Contact should be available to assist USDD as needed during the
support process. Authorized Contacts are responsible for coordinating any actions needed by
Customer’s personnel or contractors including obtaining additional information from field or
dispatch personnel, data network or communications system troubleshooting, and physical
inspection or actions on the System components.
9. Customer Facilitation of Services. Customer will be responsible for providing the
following:
a. The provision of remote access to the System, as more specifically described in
Section 10 below;
b. The procurement and/or provision of all computers, peripherals, and consumables
(collectively “Customer Equipment”), including printer paper, toner and ink
necessary for the operation, testing, troubleshooting, and functionality of the 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;
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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.
10. Remote Access. USDD requires remote network access to the Customer’s System,
including its Communications Gateways, Station Controllers, and other USDD-supplied
equipment through Secure Shell (SSH) to perform implementation and support tasks under this
Agreement. To enable this the Customer will provide USDD support personnel VPN or similar
remote network access to the System for USDD support personnel (“Customer Support”) to
effectively troubleshoot critical or complex problems and to expedite resolution of such issues.
Remote network access is also used to install core System software upgrades and customized
software. USDD will only access Customer’s System with the knowledge and consent of
Customer.
a. Alternative to Network Access. If the Customer elects not to provide remote
network access to the System, then USDD may not be able to perform some
support functions. Customers that elect not to routinely provide network access
may temporarily reinstate this access to allow USDD to perform the above
services. The following services will not be performed without this access:
• System software upgrades
• System software customization
• Network troubleshooting assistance including packet capture and network
monitoring on USDD devices
• Detailed log analysis
• Bulk updates to System database tables
• Troubleshooting that requires low-level system access or large file transfer
b. Timely Access. Customers must ensure that remote access is available prior to
notifying USDD of a support request. In the event that the Customer is unable to
provide remote access, USDD will not be required to provide support outside
those tasks that do not require remote access, and any corresponding resolution
response times will not apply.
c. Physical Security Tokens. USDD has multiple software engineers that provide
after-hours support and these engineers do not typically take security tokens from
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the USDD office. If the customer requires the use of physical security tokens this
may delay after hours service.
11. Ongoing 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 four
(4) additional one-year terms (each an “Additional Term”) by giving written notice of
Customer’s intent to renew at least 30 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). This Agreement may be terminated by either party by providing written notice of
termination to the other party at least 30 days prior to the expiration of the Initial Term or any
Additional Term. USDD may terminate this Agreement for any breach hereof upon 30 days
written notice. The notice shall specify the nature of the breach. If Customer fails to cure the
breach within 30 days, this Agreement shall be terminated. Notwithstanding the foregoing,
USDD may terminate this Agreement immediately upon non-payment of any sum due from
Customer under this Agreement or any other contract. Upon termination of this Agreement, all
sums previously paid to USDD shall be nonrefundable.
12. 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 and
to be delivered hereunder (the “Annual Fee”). The Annual Fee shall be $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. Invoices remaining unpaid shall bear interest at 18% per annum. Annual
Fees are nonrefundable.
13. 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.
14. 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.
15. 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-
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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.
16. Reinstatement. If Customer elects not to renew this Agreement for any Additional Term
or otherwise terminates this Agreement, Customer may reinstate this Agreement upon the
following terms:
a. Reinstatement of this Agreement must occur within five (5) years from the Initial
Term or the last Additional Term elected by Customer, whichever occurs later.
USDD reserves the right to reinstate older Systems or not reinstate newer Systems
in its sole discretion.
b. The multiplier for calculation of the Annual Fee shall increase by no more than 3
percentage points from the multiplier stated above. The multiplier for the new
Annual Fee shall be at the sole discretion of USDD.
c. Customer shall pay a Reinstatement Fee along with the Annual Fee prior to the
Commencement Date. The Reinstatement Fee and Annual Fee shall be calculated
using the new multiplier described above. The Reinstatement Fee shall be a sum
equal to two times the new Annual Fee, provided, however, if the System has
been out of service and support for one year or less, the Reinstatement Fee shall
be the amount of the new Annual Fee. The Reinstatement Fee is non-refundable.
d. If Customer reinstates this Agreement and then declines to renew this Agreement
for an Additional Term or otherwise terminate this Agreement, the System shall
be deemed by USDD to have been abandoned by Customer. USDD will not
provide further Services for the System, and Customer will not be allowed to
reinstated service and support of the System through another Service Agreement.
17. Limited Warranty. USDD warrants that the Services performed hereunder will be
carried out with due care and attention by qualified personnel. Defective Hardware subject to
repair hereunder will be repaired to good working order. TO THE EXTENT PERMITTED BY
LAW, THIS WARRANTY AND REMEDIES SET FORTH ABOVE ARE EXCLUSIVE AND
IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER
ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED. AS PERMITTED BY
APPLICABLE LAW, USDD SPECIFICALLY DISCLAIMS ANY AND ALL
STATUTORY OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION,
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS. If USDD cannot
lawfully disclaim statutory or implied warranties then to the extent permitted by law, all such
warranties shall be limited in duration to the duration of this express warranty and to repair or
replacement service as determined by USDD in its sole discretion. No reseller, agent, or
employee is authorized to make any modification, extension, or addition to this warranty. If any
term is held to be illegal or unenforceable, the legality or enforceability of the remaining terms
shall not be affected or impaired. USDD disclaims any representation that it will be able to repair
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any hardware under this warranty or make a product exchange without risk to or loss of the
programs or data stored thereon.
18. 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:
e. Notify the other in writing of the reasons for its failure to fulfill its obligations and
the effect of such failure; and
f. Use all responsible endeavors to avoid or remove the cause and perform its
obligations.
19. 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.
20. 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.
21. 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.
22. 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.
23. 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.
24. Joint Effort. This Agreement 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
Agreement or any term thereof.
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Page 9 of 9
25.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.
26.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.
27.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
conditions in Exhibit “A” and the terms and conditions hereinabove, the term or condition in
Exhibit “A” shall control.
28.Insurance Requirements. USDD agrees to comply with the Customer’s Insurance
requirements attached hereto as Exhibit “B” and incorporated herein by this reference.
US Digital Designs, Inc.:
By _________________________________
DOMINIC MAGNONI, Vice President
City of San Luis Obispo
____________________________
Shelly Stanwyck, Assistant City Manager
Date:_______________________________
Agreed as to form
___________________
Christine Dietrick, City Attorney
US Digital Designs – Service Agreement
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EXHIBIT A
GENERAL TERMS AND CONDITIONS
1.Insurance Requirements. The Contractor shall provide proof of insurance in the form,
coverages and amounts specified in Section E of the City’s Request for Proposal referenced in
paragraph 2 of the Agreement, unless changes are otherwise approved and agreed to in writing
between the parties. If the Agreement is entered into outside of a Request for Proposal,
Contractor shall provide proof of insurance in the form in the form coverages and amounts
specified in Exhibit B
2.Ability to Perform. The Contractor 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 all federal, state, county, city, and special
district laws, ordinances, and regulations.
3.Laws to be Observed. The 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
the Contractor is required to pay.
5.Permits and Licenses. The Contractor shall procure all permits and licenses, pay all
charges and fees, and give all notices necessary.
6.Safety Provisions. The 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 the 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. The 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 resulting from the Contractor’s operations, it shall be replaced or
restored at the 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. The Contractor warrants on behalf of itself and all
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subcontractors engaged for the performance of this work that only persons authorized to work in
the United State 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, the Contractor
agrees that it will not engage in, nor permit such subcontractors 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 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 of completion may, at the City’s sole option, be extended for such
periods as may be agreed upon by the City and the Contractor. In the event that there is
insufficient time to grant such extensions prior to the completion date of the contract, the City
may, at the time of acceptance of the work, waive liquidated damages that may have accrued for
failure to complete on time, due to any of the above, after hearing evidence as to the reasons for
such delay, and making a finding as to the causes of same.
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 Contractor (Net 30).
13. Inspection. The Contractor shall furnish City with every reasonable opportunity for City
to ascertain that the services of the 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. The Contractor 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 Contractor further covenants that, in
the performance of this work, no subcontractor or person having such an interest shall be
employed. The 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, the Contractor shall at all times be deemed an
independent contractor and not an agent or employee of the City.
16. Hold Harmless and Indemnification.
(a) Non-design, non-construction Professional Services: To the fullest extent permitted by
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law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Consultant
shall indemnify, defend, and hold harmless the City, and its elected officials, officers,
employees, volunteers, and agents (“City Indemnitees”), from and against any and all causes of
action, claims, liabilities, obligations, judgments, or damages, including reasonable legal
counsels’ fees and costs of litigation (“claims”), arising out of the Consultant’s performance or
Consultant’s failure to perform its obligations under this Agreement or out of the operations
conducted by Consultant, including the City’s active or passive negligence, except for such loss
or damage arising from the sole negligence or willful misconduct of the City. In the event the
City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising
from Consultant’s performance of this Agreement, the Consultant shall provide a defense to the
City Indemnitees or at the City’s option, reimburse the City Indemnitees their costs of defense,
including reasonable legal fees, incurred in defense of such claims.
(b) Non-design, construction Professional Services: To the extent the Scope of Services
involve a “construction contract” as that phrase is used in Civil Code Section 2783, this
paragraph shall apply in place of paragraph A. To the fullest extent permitted by law (including,
but not limited to California Civil Code Sections 2782 and 2782.8), Consultant shall indemnify,
defend, and hold harmless the City, and its elected officials, officers, employees, volunteers, and
agents (“City Indemnitees”), from and against any and all causes of action, claims, liabilities,
obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of
litigation (“claims”), arising out of the Consultant’s performance or Consultant’s failure to
perform its obligations under this Agreement or out of the operations conducted by Consultant,
except for such loss or damage arising from the active negligence, sole negligence or willful
misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit,
or other adversarial proceeding arising from Consultant’s performance of this Agreement, the
Consultant shall provide a defense to the City Indemnitees or at the City’s option, reimburse the
City Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of
such claims.
(c) Design Professional Services: In the event Consultant is a “design professional”, and the
Scope of Services require Consultant to provide “design professional services” as those phrases
are used in Civil Code Section 2782.8, this paragraph shall apply in place of paragraphs A or B.
To the fullest extent permitted by law (including, but not limited to California Civil Code
Sections 2782 and 2782.8) Consultant shall indemnify, defend and hold harmless the City and its
elected officials, officers, employees, volunteers and agents (“City Indemnitees”), from and
against all claims, damages, injuries, losses, and expenses including costs, attorney fees, expert
consultant and expert witness fees arising out of, pertaining to or relating to, the negligence,
recklessness or willful misconduct of Consultant, except to the extent caused by the sole
negligence, active negligence or willful misconduct of the City. Negligence, recklessness or
willful misconduct of any subcontractor employed by Consultant shall be conclusively deemed
to be the negligence, recklessness or willful misconduct of Consultant unless adequately
corrected by Consultant. In the event the City Indemnitees are made a party to any action,
lawsuit, or other adversarial proceeding arising from Consultant’s performance of this
Agreement, the Consultant shall provide a defense to the City Indemnitees or at the City’s
option, reimburse the City Indemnitees their costs of defense, including reasonable legal fees,
incurred in defense of such claims. In no event shall the cost to defend charged to Consultant
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under this paragraph exceed Consultant’s proportionate percentage of fault. However,
notwithstanding the previous sentence, in the event one or more defendants is unable to pay its
share of defense costs due to bankruptcy or dissolution of the business, Consultant shall meet and
confer with other parties regarding unpaid defense costs.
(d) The review, acceptance or approval of the Consultant’s work or work product by any
indemnified party shall not affect, relieve or reduce the Consultant’s indemnification or defense
obligations. This Section survives completion of the services or the termination of this contract.
The provisions of this Section are not limited by and do not affect the provisions of this contract
relating to insurance.
17. Contract Assignment. The Contractor 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 for Convenience. The City may terminate all or part of this Agreement for
any or no reason at any time by giving 30 days written notice to Contractor. Should the City
terminate this Agreement for convenience, the City shall be liable as follows: (a) for standard or
off-the-shelf products, a reasonable restocking charge not to exceed ten (10) percent of the total
purchase price; (b) for custom products, the less of a reasonable price for the raw materials,
components work in progress and any finished units on hand or the price per unit reflected on
this Agreement. For termination of any services pursuant to this Agreement, the City’s liability
will be the lesser of a reasonable price for the services rendered prior to termination, or the price
for the services reflected on this Agreement. Upon termination notice from the City, Contractor
must, unless otherwise directed, cease work and follow the City’s directions as to work in
progress and finished goods.
19. Termination. If, during the term of the contract, the City determines that the Contractor
is not faithfully abiding by any term or condition contained herein, the City may notify the
Contractor in writing of such defect or failure to perform. This notice must give the Contractor a
10 (ten) calendar day notice of time thereafter in which to perform said work or cure the
deficiency.
If the 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 the Contractor 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 Contractor’s surety shall remain in full force and
effect, and shall not be extinguished, reduced, or in any manner waived by the terminations
thereof.
In said event, the 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
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 Contractor as may be set forth in
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the Agreement payment schedule; compensation for any other work, services or goods
performed or provided by the Contractor shall be based solely on the City’s assessment of the
value of the work-in-progress in completing the overall work scope.
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 Contractor be entitled to
receive in excess of the compensation quoted in its proposal.
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Exhibit B – Insurance
The Contractor 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 Contractor, its agents, representatives, employees or subcontractors.
Minimum Scope of Insurance. Coverage shall be at least as broad as:
1.Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
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. Contractor 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 Contractor 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 Contractor; products
and completed operations of the Contractor; premises owned, occupied or used by the
Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. 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 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 the Contractor's insurance and shall not contribute with it.
3.The 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.
4.Each insurance policy required by this clause shall be endorsed to state that coverage shall not be
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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. 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.
Subcontractors. Contractor shall include all subcontractors as insured under its policies or shall furnish
separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be
subject to all of the requirements stated herein
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City of San Luis Obispo Sole Source Justification Form
US Digital Designs, Inc
It is the policy of the City of San Luis Obispo to solicit quotations or bids for purchases of commodities or services for
specified dollar amounts and to select vendors on a competitive basis (See City of San Luis Obispo Financial
Management Manual, Section 201, Exhibit 201-B).
Pursuant to San Luis Obispo Municipal Code Chapter 3.24.060, certain acquisitions in which the products or services
may only be obtained from a single source may be purchased without engaging in bidding procedures. Such Sole
Source acquisitions must be justified in sufficient detail to explain the basis for suspending the usual competitive
procurement process and approved by the approving authority before such a purchase is made.
1. What product or service is being requested? Why is it necessary?
The Fire Department is requesting the service and maintenance of the Fire Department’s Alerting
System, which is used to notify first responders of a call for service and prompts an emergency
response. It is necessary to ensure firefighters are notified of emergencies requiring their services so
they can promptly respond to the emergency. The current system has been in place since 2010.
2. Is this “brand” of product or services offered the only one that meets the City’s requirements? If
yes, what is unique about the product/services?
While there are many different alerting systems available in the United States that can meet the City’s
requirements, US Digital Design is the only supplier that can service and maintain the system that the
City currently utilizes. Seeking a new vendor would require a system-wide replacement of hardware
and software, which would come at great cost and staff time.
3. Is the product or service proprietary, or is it available from various dealers? Have you verified this?
The product that US Digital Design provides is proprietary and unavailable to other dealers. This has
been verified.
4. Have other products/vendors been considered? If yes, which? And how did they fail to meet the
City’s requirements?
Due to the lack of funding and staff capacity to replace the onsite station alerting system, staff did not
pursue this option. Both the fire department and IT department concur that the current system
operates appropriately and can do so for the next five years. Both departments are beginning the
planning process of a potential replacement and/or significant upgrade at the end of the 5 -year
renewal agreement.
5. Is the purchase an upgrade or addition to an existing system or brand of products adopted citywide?
If so, will purchase of this product avoid “switching” costs as opposed to purchasing another
product or service (e.g., additional training required; data conversion; implementation of a new
system; etc.)?
The purchase is to service the existing system that the Fire Department has in place. This purchase
will avoid the replacement of hardware, software, and significant training to fire department staff, IT
staff, and emergency communication dispatchers. The cost of implementing a new system would be
significantly higher than extending the service agreement currently in place. Considering the financial
impacts of COVID-19 and as part of the City’s Fiscal Health Contingency Plan, the Department is
working limit non-essential expenditures. Because the current system can continue to operate,
replacing the system would be non-essential.
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6. Is this a request for services by a contractor with necessary, unique, and critical knowledge of
established City systems or programs? If so, will the use of the contractor’s services avoid other
costs (e.g., significant staff time in compiling information, data transfers, etc.)?
Yes, the City does not possess the capabilities nor expertise to provide service and maintenance to
the system due to proprietary and technical concerns.
7. What is the quoted price for the product or services, and is it reasonable (based on other products
or services in the same field or based on historical pricing for the City for similar products or
services)?
The quoted price is $29,943, with a flat annual fee for the following four years. The price is
reasonable, based on historical pricing. The quoted rate is equal to the FY2020 rate, and the expiring
agreement included an annual increase of $312. The Fire Department anticipated and budget for an
increase from last year’s rate and will see savings due to the negotiated flat fee. Additionally, the
cost to replace the system would be high and it is reasonable that the service/maintenance fee with
a new system would be similar in cost.
James Blattler, Administrative Analyst, Fire Department
Requester
__________________________________ ________________
Dan Clancy, Purchasing Analyst Date
8/29/2020
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