HomeMy WebLinkAboutC-8094-1 - PSA for First-In Alerting Voice Over Internet Protocol (VOIP) SystemL
PROFESSIONAL SERVICES AGREEMENT
WITH WESTNET, INC. FOR
FIRST -IN ALERTING VOICE OVER INTERNET PROTOCOL (VOIP) SYSTEM
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement') is made and
entered into as of this 30th day of June, 2016 ("Effective Date"), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City"), and WESTNET, INC., a California corporation ("Consultant'), whose address is
15542 Chemical Lane, Huntington Beach, California 92649, and is made with reference
to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the charter of city.
B. City desires to engage Consultant to provide equipment, installation, and support
for the conversion of the City's Fire Department to a First -In Alerting Voice over
Internet Protocol ("VoIP") System ('Project').
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2017, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services'
or "Work'). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
Q-0
included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Seventy Five
Thousand Dollars and 00/100 ($75,000.00), without prior written authorization from
City. No billing rate changes shall be made during the term of this Agreement without
the prior written approval of City.
4.2 Consultant shall submit monthly invoices to City describing the Work
performed the preceding month. Consultant's bills shall include the name of the person
who performed the Work, a brief description of the Services performed and/or the
specific task in the Scope of Services to which it relates, the date the Services were
performed, the number of hours spent on all Work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant no later than
thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit B to this Agreement or specifically approved in writing in
advance by City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
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not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Dick Matheny to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the Fire Department. City's
Administrative Manager or designee shall be the Project Administrator and shall have
the authority to act for City under this Agreement. The Project Administrator shall
represent City in all matters pertaining to the Services to be rendered pursuant to this
Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All
Services shall be performed by qualified and experienced personnel who are not
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employed by City. By delivery of completed Work, Consultant certifies that the Work
conforms to the requirements of this Agreement, all applicable federal, state and local
laws, and legally recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Consultant's presence or
activities conducted on the Project (including the negligent, reckless, and/or willful acts,
errors and/or omissions of Consultant, its principals, officers, agents, employees,
vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
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conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Consultant or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Consultant, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Consultant is a
partnership or joint -venture or syndicate or co -tenancy, which shall result in changing
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the control of Consultant. Control means fifty percent (50%) or more of the voting
power or twenty-five percent (25%) or more of the assets of the corporation, partnership
or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. City is an intended beneficiary
of any Work performed by the subcontractor for purposes of establishing a duty of care
between the subcontractor and City. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced, including but not limited to, websites, blogs, social media accounts
and applications (hereinafter "Documents"), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Additionally, all material posted in
cyberspace by Consultant, its officers, employees, agents and subcontractors, in the
course of implementing this Agreement, shall become the exclusive property of City,
and City shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents, including all logins and password information to City
upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without specific written
authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant, and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
17.3 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and/or viewable with Adobe Acrobat.
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18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3)
years, or for any longer period required by law, from the date of final payment to
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Consultant shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Consultant under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or designee with respect to such disputed
sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and/or restoration expense shall be
borne by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
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23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Angela Crespi
Fire Department
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: Dick Matheny
Westnet, Inc.
15542 Chemical Lane
Huntington Beach, CA 92649
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26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. Consultant and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of four (4) business days, or if more than four (4) business days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within four (4) business days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non -defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
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28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunitv Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITYAT RN Y'S OFFICE
Date:=.,.
By: mix U�
Aaron C. Harp (/inn OU11,411V
City Attorney
ATTEST: I i�
Date: • /
By: - of op --
Lei ani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:_Al
By:
Scott Poster
Fire Chief
CONSULTANT: Westnet, Inc., a
California corporation
Date:
By: Signed in Counterpart
Richard Matheny
President
Date:
By: Signed in Counterpart
Dawn Matheny
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below,
APPROVED AS TO FORM:
CITY ATT NE 'S OFFICE
Date: ty
By: ? `i ' S K
Aaron C. Harp CkM &Unomv
City Attorney
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Scott Poster
Fire Chief
ATTEST: CONSULTANT: Westnet, Inc., a
Date: California corporation
Date:
By:
Leilani I. Brown ha y
City Clerk President
Date: �ta� 30, a0I to
B:
Davart �srt
Chief Financial Officer
[END OF SIGNATURES]
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Billing Rates
Exhibit C - Insurance Requirements
EXHIBIT A
SCOPE OF SERVICES
1. Product: Consultant shall provide equipment and support to convert the City's
Fire Department to a First -In Alerting Voice over Internet Protocol ("VoIP")
system. The project includes six (6) VoIP Console Software UX Gateways, one
(1) Communications Gateway Controller to be installed at Metro Cities Fire
Authority ("MetroNet"), and eight (8) Fire Station Gateway Controllers and
Telephone Interface Modules to be installed at all eight (8) City fire stations. The
project shall include components to provide "Ring Down Telephone Vocals" over
the Internet Protocol ("IP") network to the fire stations.
2. Installation: Consultant shall provide all supplies and qualified staff to facilitate
installation. Working hours for installation shall be from Monday through Friday
7:30 a.m. to 5:00 p.m. Additional working hours shall be authorized by the
contract administrator. Consultant's staff shall maintain a clean working
environment and take care to minimize potential impact to City's operations.
3. Project Coordination: Consultant agrees to provide project coordination
including:
a) Project coordination with City personnel, Metronet personnel, and the
installers. Provide a Westnet on-site factory representative during the
installation and at the conclusion of the installation to certify the installation
and provide operator training.
4. Technical Support: One (1) year of technical support is included. Technical
support shall include:
a) Provision of technical telephone support to the City.
b) Repair and/or replacement of malfunctioning units.
c) Remote diagnostic analysis and software updates.
5. Project Exclusions: Project rates are based upon properly working and
installed computer-aided dispatch ("CAD"), radio system(s), station radio(s), and
do not include costs for repair or modifications of the aforementioned equipment.
Consultant has made reasonable attempts to verify that conditions are
satisfactory such that installation may occur. Based on that verification, this
Agreement is based on the assumption that the fire stations are prepared to
accept the above listed parts and that any existing equipment involved with the
fire station alarm is in good working order. Troubleshooting of network issues in
the fire stations or between fire stations and dispatch will be charged at the
hourly rate. Consultant agrees that additional parts, labor, and/or engineering
shall have approval prior to performing work.
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6. City Responsibilities:
a) Provide two (2) shelf spaces in a computer rack system ("21_1") at Metronet
near the rack where the Westnet server is located.
b) Provide one (1) shelf space in a computer rack system (" 1 U") at each fire
station near where the Westnet master control unit ("MCU") is located.
c) Provide four (4) network connections in each fire station and four (4)
network connections at Metronet.
d) Inform Westnet of IP addresses on both sides, for troubleshooting and
implementation of the Network Address Translation ("NAT").
e) Provide a full time virtual private network ("VPN") connection from Westnet
to the City's network (required for troubleshooting).
f) Provide full time VPN connection to Metronet gateway, and City gateway
into the fire stations (one VPN connection per gateway).
g) Routers — Westnet Telephone Interface Modules ("TIM") are considered
network devices. Thus, they each require a City -provided business -grade
router with access to a broadband connection. Each TIM requires an IP
address assignment from the City. The routers shall provide "Quality of
Service' for VoIP services.
h) Firewalls — Most routers have an internal firewall. The City firewall should
be set up to allow VoIP phones to access the following through the
network: HTTPS, UDP, and HTTP.
i) Bandwidth — Minimum speeds of approximately 100 kbps shall be
supported by the network.
j) Network Quality— If a network is not running sufficiently or has insufficient
hardware to support a VoIP system, the following issues may arise:
• Latency — This is defined at the amount of time between a request
to a network and the response given by the network. Optimal
latency should be 100 ms or less. Latency that exceeds 150 ms will
have negative results, leading to unclear, "choppy" calls.
• Jitter — Defined as the amplitude and frequency that latency
operates at; Jitter occurs when latency either uncontrollably spikes
or jumps beyond 20 ms (either up or down), which results in very
poor audio quality.
• Packet Loss — This is data send directly from a business' network
that is lost in the networking transit. This should never exceed one
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percent (11%), as this will result in poor audio quality and/or dropped
calls.
The City shall correct any firewall, bandwidth, or network quality issues impeding
on the system performance.
7. Warranties: Manufacturer's warranties apply on all parts. Consultant provides
First -In warranty including one-year parts and labor. Warranty does not apply to
damage resulting from outside agencies or extraneous circumstances.
Installation labor for any other items is ninety (90) days.
Westnet, Inc. Page A-3
EXHIBIT B
SCHEDULE OF BILLING RATES
Product ID
Product Description (Location)
Quantity
Amount
FiAP-VOIP-C-
SGW
VoIP Console Software LIX
Gateway MetroNet)
6
$2,910.00
FiAP-VOIP-
CTRL
VoIP Communications Gateway
Controller MetroNet)
1
$6,450.00
FiAP-VOIP-S-
GW
VoIP Fire Station Gateway
Controller Fire Stations 1-8
8
$10,800.00
FiAP-VOIP-TIM
VoIP Telephone Interface
Module Fire Stations 1-8
8
$12,712.00
Installation Supplies
As Needed
$870.24
Equipment
Installation
All
Locations
$13,913.25
RAP Install, Commissioning, and
Testing
All
Locations
$2,975.00
One Year Technical Support
As Needed
$3,311.42
Project Coordination
As Needed
$825.00
8% Tax (Equipment & Supplies)
$2,699.38
Total
$57,466.29
Additional Work Hourly Rate: Any additional labor will be performed at an hourly rate
of $155.00
Payment Terms: Payment will include 40% down, 50% upon installation; and 10%
upon final testing and acceptance.
A late fee of 1.5% will be charged to for any payment received beyond 30 (thirty) days
from the date of City's receipt of Consultant's invoice. This shall not apply to situations
where City has made Consultant aware of an issue with the service and parties are still
working on resolution.
Westnet, Inc. Page B-1
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council,
boards and commissions, officers, agents, volunteers, employees and any
person or entity owning or otherwise in legal control of the property upon
which Consultant performs the Project and/or Services contemplated by
this Agreement.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
Westnet, Inc. Page C-1
Agreement, including coverage for any owned, hired, non -owned or rented
vehicles, in an amount not less than one million dollars ($1,000,000)
combined single limit each accident.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its City Council, boards and commissions, officers, agents,
volunteers, employees and any person or entity owning or otherwise in
legal control of the property upon which Consultant performs the Project
and/or Services contemplated by this Agreement or shall specifically allow
Consultant or others providing insurance evidence in compliance with
these requirements to waive their right of recovery prior to a loss.
Consultant hereby waives its own right of recovery against City, and shall
require similar written express waivers from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City, its City Council, boards and commissions, officers, agents,
volunteers, employees and any person or entity owning or otherwise in
legal control of the property upon which Consultant performs the Project
and/or Services contemplated by this Agreement shall be included as
insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self-
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
Westnet, Inc. Page C-2
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type. If the
Consultant maintains higher limits than the minimums shown above, the
City requires and shall be entitled to coverage for higher limits maintained
by the Consultant. Any available insurance proceeds in excess of the
specified minimum limits of insurance and coverage shall be available to
the City.
E. Self-insured Retentions. Any self-insured retentions must be declared to
and approved by City. City reserves the right to require that self-insured
retentions be eliminated, lowered, or replaced by a deductible. Self-
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non -Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Consultant or
reimbursed by Consultant upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
Westnet, Inc. Page C-3
judgment may be necessary for its proper protection and prosecution of
the Work.
Westnet, Inc. Page C-4
CERTIFICATE OF INSURANCE
CHECKLIST
City of Newport Beach
This checklist is comprised of requirements as outlined by the City of Newport Beach. *
Date Received: 6/21/16 Dept./Contact Received From: Angela
Date Completed: 6/23/16 Sent to: Angela By: Alicia
Company/Person required to have certificate: Westnet, Inc.
Type of contract: All Other
I. GENERAL LIABILITY
EFFECTIVE/EXPIRATION DATE: 3115/16-3/15/17
A. INSURANCE COMPANY: AIX Specialty his Co
B. AM BEST RATING (A-: VII or greater): A: XV
C. ADMITTED Company (Must be California Admitted):
INSURANCE COMPANY: Progressive/United Financial Casualty Co.
Is Company admitted in California?
❑ Yes ® No
D. LIMITS (Must be $1M or greater): What is limit provided?
1M/2M _
E. ADDITIONAL INSURED ENDORSEMENT—please attach
® Yes ❑ No
F. PRODUCTS AND COMPLETED OPERATIONS (Must
include): Is it included? (completed Operations status does
N Yes ❑ No
not apply to Waste Haulers or Recreation)
® Yes ❑ No
G. ADDITIONAL INSURED FOR PRODUCTS AND
COMPLETED OPERATIONS ENDORSEMENT (completed
Operations status does not apply to Waste Haulers)
® Yes ❑ No
H. ADDITIONAL INSURED WORDING TO INCLUDE (The City
its officers, officials, employees and volunteers): Is it
included?
® Yes ❑ No
I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be
included): Is it included?
® Yes ❑ No
J. CAUTION! (Confirm that loss or liability of the named insured
HIRED AND NON -OWNED AUTO ONLY: ❑ N/A
is not limited solely by their negligence) Does endorsement
H.
include "solely by negligence" wording?
❑ Yes ®No
K. ELECTED SCMAF COVERAGE (RECREATION ONLY):
® N/A ❑ Yes ❑ No
L. NOTICE OF CANCELLATION:
❑ N/A ® Yes ❑ No
Il. AUTOMOBILE LIABILITY
EFFECTIVE/EXPIRATION DATE: 3/20/16-3/20117
A.
INSURANCE COMPANY: Progressive/United Financial Casualty Co.
B.
AM BEST RATING (A-: VII or greater) A+: X
C.
ADMITTED COMPANY (Must be California Admitted):
Is Company admitted in California?
N Yes ❑ No
D.
LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000
UM, $2M min for Waste Haulers): What is limits provided? 1M
E
LIMITS Waiver of Auto Insurance / Proof of coverage (if individual)
(What is limits provided?) N/A
F.
PRIMARY & NON-CONTRIBUTORY WORDING (For Waste
Haulers only): ® N/A
❑ Yes ❑ No
G.
HIRED AND NON -OWNED AUTO ONLY: ❑ N/A
❑ Yes ® No
H.
NOTICE OF CANCELLATION: ❑ N/A
9 Yes ❑ No
WORKERS' COMPENSATION
EFFECTIVE/EXPIRATION DATE: 4/1/16-4/1/17
A. INSURANCE COMPANY: Granite State Insurance
B. AM BEST RATING (A-: VII or greater): A: XV
C. ADMITTED Company (Must be California Admitted):
D. WORKERS' COMPENSATION LIMIT: Statutory
E. EMPLOYERS' LIABILITY LIMIT (Must be $1 M or greater)
F. WAIVER OF SUBROGATION (To include): Is it included?
G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM:
H. NOTICE OF CANCELLATION:
ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED
IV. PROFESSIONAL LIABILITY
V POLLUTION LIABILITY
V BUILDERS RISK
HAVE ALL ABOVE REQUIREMENTS BEEN MET?
IF NO, WHICH ITEMS NEED TO BE COMPLETED?
Approved: ( I
Agent of Alliant Insurance Services
Broker of record for the City of Newport Beach
6/23/16
Date
® Yes ❑ No
® N/A ❑ Yes ❑ No
❑ N/A ® Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® N/A ❑ Yes ❑ No
® Yes ❑ No
RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _;
Self Insured Retention or Deductible greater than $ ) El N/A -]Yes ❑ No
Reason for Risk Management approval/exception/waiver:
Risk Management approval needed due to GL carrier being non -admitted 6/21/16 Sheri Approved
Approved:
Risk Management Date
* Subject to the terms of the contract.
OP ID: KC
CERTIFICATE OF LIABILITY INSURANCE
osr2u2o1s
006AM 12112016
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
Stockdale Ins (Fresno Office) Phone: 559-226-7611
LICENSE#OC26131 Fax: 559-226-7191
CONTACT
Kristin Ciabau h
PHONE Fax
ac No Eat:661.843-1546 ac Na: 661.327-3490
E-MAIL
ADDRESS: kristlnC stockdaleinsurance.com
PO Box 5537
Fresno, CA 93755
Hadley Littlewood
cusiomER ID d: WESTN-1
INSURERS AFFORDING COVERAGE NAIL#
INSURED Westnet, Inc.
INSURERA:AIX Specialty Insurance Co 12833
Richard K. Matheny
15542 Chemical Lane
Huntington Beach, CA 92649
INSURERB: National Union Fire Insurance 19445
INSURER C:Progressive 11770
INSURER D: Granite State Insurance 23809
INSURER E: H ud50n insurance Company 25054
X
INSURER F: Travelers 19046
D311512016
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCEADDL
BUSH
POLICY NUMBER
POUCYEFF
MMMD
POUCYEXP
MMIDONYYY
LIMITS
GENERALLIABRRY
EACH OCCURRENCE $ 1,000,00
PREMISES Eaocwnence $ 50,00
A
X COMMERCIALGENERALUABILITY
CLAIMS -MADE Fx� OCCUR
X
X
LlKA87634200
D311512016
03/15/2017
MED EXP (Anyone person) S 5,00
PERSONAL B ADV INJURY 3 1,00D,OO
X Indep Contractors
X Contractual
GENERAL AGGREGATE $ 2,000,00
GENT AGGREGATE LIMIT APPLIES PER
PRODUCTS - COMPIOP AGG S 2,000,00
POLICYX PRO- LOCI
S
C
AUTOMOBILE
LIABILITY
ANY AUTO
X
X
06343479.6
03120/2016
03/2012017
COMBINED SINGLE LIMIT $ 1,000,00
(Ea aaidenl)
BODILY INJURY (Per person) S
C
C
X
X
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
(Per accitlenl) $
PROPERTYILY
PROPERTY DAMAGE $
DA
(Per accident)
$
C
X
NON-OWNEDAUTOS
$
C
X
DMV -CA -MCS -90
06343479-6
03120/2016
03120/2017
X
UMBRELLA LIAB
X
OCCUR
EACH OCCURRENCE 3 2,000,00
AGGREGATE $ 2,000,00
B
FXCESS LIAB
CLAIMB-MAGE
BE 026141329
03N 512016
03115/2017
DEDUCTIBLE
Following $
Form $
RETENTION 3
D
D
WORKERS COMPENSATIONX
AND EMPLOYERS' LIABILITY
ANY PROPRIETORRARTNER/ ECUTIVE YIN
OFFICERIMEMBER EXCLUDED? ❑X
(Mandatary In NNl
NIA
X
065257102 CALIFORNIA
065257101 AOS
04101/2016
0410112016
04/01/2017
04/0112017
WC STATU- OTH-
E.L. EACH ACCIDENT $ 1,000,00
E. L. DISEASE - EA EMPLOYEE $ 1,000,00
If es.deswtneuMer
DESCRIPTION OF OPERATIONS Wow
E. L. DISEASE-POLICYLIMn $ 1,000,00
E
Professional E&O
EMT412165
0810812015
08108/2016
Errors/Om 2,000,00
F
Light Truck Auto
BA -10324039
07130/2DI6
0713012016
Liaiblity 1,000,00
DESCMPnON OF OPERAnON51 LOCATIONSI VEHICLES (Attach ACORD 101, Additional Remarks Schedule, K mora space is req.Ired)
The City of Newport Beach, its elected or appointed officers, agents,
officials, employees and volunteers are named as additional mnsured as
required by written contract with respect to General Liability and Auto
Liability. This insurance is primary and non-contributory. a Waiver of
Subrogation applies to GL, AL 6 WC. 30 day cane notice/10 day for nonpay
NEWPORT
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
City of Newport Beach, ACCORDANCE WITH THE POLICY PROVISIONS.
Fire Department
100 Civic Center Dr AUTHORIZED REPRESENTATIVE
Newport Beach, CA 92660
! deAA-9nnU Ar:r1Rn r.nRPORATION. GIT rinhts reserved.
ACORD 25 (2009109) The ACORD name and logo are registered marks of ACORD