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HomeMy WebLinkAbout03-21-2017 Agreement between SLO City and Solutions IIAGREEMENT THIS AGREEMENT is made and entered into in the City of San Luis Obispo on March 21, 2017 by and between the CITY OF SAN LUIS OBISPO, a municipal corporation, hereinafter referred to as City, and Solutions II, Inc. hereinafter referred to as Contractor. WITNESSETH: WHEREAS, City requested a proposal from Contractor as a sole source provider for the replacement of the City's Computer Aided Dispatch Public Safety Servers per Specification No 91401. WHEREAS, pursuant to said request, Contractor submitted a proposal that was accepted by City for said services. NOW THEREFORE, in consideration of their mutual promises, obligations and covenants hereinafter contained, the parties hereto agree as follows: 1. TERM. The term of this Agreement shall be from the date this Agreement is made and entered, as first written above, until acceptance or completion of services. 2. INCORPORATION BY REFERENCE. Contractor's proposal dated January 23, 2017 and Contractor's Price Quote dated February 28, 2017 are hereby incorporated in and made a part of this Agreement. 3. CITY'S OBLIGATIONS. For providing a Public Safety Server Replacement System and five years of 24/7 support as specified in this Agreement, City will pay and Contractor shall receive therefore compensation in a total sum not to exceed $298,349. Payments by City shall be made as follows: a) City shall pay $183,657 upon contract initiation to procure hardware and software deliver; b) City shall pay $57,346 upon acceptance of the installation and migration from the old system; and c) City shall pay the remaining $57,346 upon acceptance of a successful testing period of four weeks from final cut -over. 4. CONTRACTOR'S OBLIGATIONS. For and in consideration of the payments and agreements hereinbefore mentioned to be made and performed by City, Contractor agrees with City to do everything required by this Agreement and the said specification. 5. AMENDMENTS. Any amendment, modification or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by the Council of the City. 6. COMPLETE AGREEMENT. This written Agreement, including the attached Exhibit A ("General Terms and Conditions") and all writings specifically incorporated herein by reference, shall constitute the complete agreement between the parties hereto. No oral agreement, understanding or representation not reduced to writing and specifically incorporated herein shall be of any force or effect, nor shall any such oral agreement, understanding or representation be binding upon the parties hereto. 7. NOTICE. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: City City Clerk City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Contractor Solutions II, Inc. 8822 S. Ridgeline BLVD, Suite 205 Littleton, CO 80129 8. AUTHORITY TO EXECUTE AGREEMENT. Both City and Contractor do covenant that each individual executing this agreement on behalf of each party is a person duly authorized and empowered to execute Agreements for such party. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed the day and year first above written. ATTEST: City Clerk CITY OF SAN LUIS OBISPO By: Z Mayor CONTRACTOR By: City of San Luis Obispo — General Terms and Conditions Exhibit A Business Tax. The Contractor 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 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 any and all federal, state, county, city, and special district laws, ordinances, and regulations. Warranties. Contractor warrants that all goods delivered will be free from defects in workmanship, material and manufacture; are new (not refurbished or reconditioned) unless otherwise stated in this Order; are of merchantable quality and fit for the purpose intended by the City to the extent that purpose has been disclosed to Contractor; complies with the requirements of this Order; and complies with all applicable laws and regulations. Contractor also warrants that all services performed under this Order shall be rendered in a good and workmanlike manner by skilled personnel in compliance with all applicable laws and regulations. 4. Changes. No change or modification in terms may be made without express authorization, in writing by the City's authorized representative. Delivery. Contractor agrees that time is of the essence to delivery and any other performance required under this Agreement. No charge for delivery, parcel post, packing, cartage, insurance, license fees, permits, or any other purpose will be paid by the City unless it is expressly included on the face of this Order. Contractor must arrange for the lowest -cost transportation and prepay and add freight to its invoice. If delivery is made by a carrier, an itemized delivery ticket must be attached to the outside of the package. Each container or package must be marked with the Specification number. 6. 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. 7. Payment of Taxes. The contract prices shall include full compensation for all taxes that the Contractor is required to pay. S. Permits and Licenses. The Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary. 9. Safety Provisions. The Contractor shall conform to the rules and regulations pertaining to safety established by OSHA and the California Division of Industrial Safety. 10. 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. 11. 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. City of San Luis Obispo — General Terms and Conditions Exhibit A 12, Data Security. Contractor shall comply with Data Safeguards. Data Safegaurds means industry - standard safeguards against the destruction, loss, misuse, unauthorized disclosure, or alteration of the City's data or confidential information, and such other related safeguards that are set forth in applicable laws, a statement of work or pursuant to the City's policies or procedures. Contractor personnel and any subcontractors shall not attempt to access, and shall not allow access, to the City's data and other confidential information that is not required for providing the ordered goods or services. 13. Immigration Act of 1986. The Contractor 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. 14. Contractor Non -Discrimination. In the performance of this work, the Contractor 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. 15. 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. 16. 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). 17. 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. 18. 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. 19. 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 sub -consultant 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. 20. Hold Harmless and Indemnification. Contractor agrees to defend, indemnify, protect and hold the City and its agents, officers and employees harmless from and against any and all claims asserted or liability established for damages or injuries to any person or property, including injury to Contractor's employees, agents or officers which arise from or are connected with or are caused 2 City of San Luis Obispo — General Terms and Conditions Exhibit A or claimed to be caused by the acts or omissions of Contractor, and its agents, officers or employees, in the performance of all obligations under this Agreement, and all expenses of investigating and defending against same, provided, however, that Contractor's duty to indemnify and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers or employees. 21. 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. 22. 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. 23. Termination for Cause. 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 Consultant 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 termination 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 the Proposal; 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 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 Contractor be entitled to receive in excess of the compensation quoted in its proposal. 24. Insurance Requirements. The Contractor shall provide proof of insurance in the form, coverages and amounts specified in these conditions as a precondition to contract execution. 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 sub -consultants. City of San Luis Obispo — General Terms and Conditions Exhibit A 25, Minimum Scope of Insurance. Coverage shall be at least as broad as: A. 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). B. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). C. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance. Contractor shall maintain limits no less than: A. 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 prcject/location or the general aggregate limit shall be twice the required occurrence limit. B. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. C. Employer's Liability: $1,000,000 per accident for bodily injury or disease. 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: A. 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 Consultant; 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. B. 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. C. 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. D. 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. 4 City of San Luis Obispo — General Terms and Conditions Exhibit A 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.