HomeMy WebLinkAbout10 - Authorization for Two Agreements for a Wireless Phone System for Lifeguard Towers and Lifeguard HeadquartersQ SEW Pp�T
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z NEWPORT BEACH
c�<,FORN'P City Council Staff Report
April 13, 2021
Agenda Item No. 10
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Jeff Boyles, Fire Chief - 949-644-3101, jboyles@nbfd.net
PREPARED BY: Mike Halphide, Assistant Chief, mhalphide@nbfd.net
PHONE: 949-644-3046
TITLE: Authorization for Two Agreements with Special Order Systems, Inc.
for a Wireless Phone System for Lifeguard Towers and Lifeguard
Headquarters
ABSTRACT:
The Fire Department's lifeguard towers and lifeguard headquarters analog
communications system is rapidly becoming obsolete. Staff has found a proprietary
wireless phone system provider that meets the demands and needs of lifeguard
operations. Staff is requesting approval to enter into two agreements with Special Order
Systems, Inc. (TeamSOS) for installation of its Safety Emergency Alert Communication
(SEACOM) equipment and for a five-year lease of the equipment and related monthly
service.
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a) Determine this action is exempt from the California Environmental Quality Act (CEQA)
pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because
this action will not result in a physical change to the environment, directly or indirectly;
b) Waive bidding requirements as described in City Council Policy F-14 due to contractor
being the sole source provider;
c) Authorize the City Manager and City Clerk to execute an installation agreement with
Special Order Systems, Inc., the sole provider of exclusive proprietary wireless phone
system communications equipment to be installed at the Fire Department's lifeguard
towers and lifeguard headquarters, for a not -to -exceed amount of $55,000, in a form
substantially similar to the agreement attached hereto and subject to approval as to
form by the City Attorney;
d) Authorize the City Manager and City Clerk to execute a five-year equipment lease
agreement with Special Order Systems, Inc., the sole provider of proprietary wireless
phone system communications equipment for the lease of such equipment at the Fire
Department's lifeguard towers and lifeguard headquarters, for a not -to -exceed amount
of $505,000, in a form substantially similar to the agreement attached hereto and
subject to approval as to form by the City Attorney; and
e) Approve Budget Amendment No. 21-035 appropriating $146,764 to the Information
Technology Telecomm Datalines Account (76420203-831001).
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Authorization for Two Agreements with Special Order Systems, Inc. for a
Wireless Phone System for Lifeguard Towers and Lifeguard Headquarters
April 13, 2021
Page 2
DISCUSSION:
The City of Newport Beach (City) currently provides a hardwired, analog to voice over
internet protocol (VOIP) phone system to provide emergency and routine communications
for the Fire Department's 39 beach lifeguard towers and the Benjamin M Carlson
Lifeguard Headquarters (LGHQ). The current tower phone system connects to an AT&T
system and feeds into the dispatch center at the LGHQ. The analog technology and most
of the equipment are over 50 years old and becoming increasingly difficult and costly to
service and repair.
The City's Information Technology (IT) Division manages the current system for the
department and uses a cabling contractor to annually install and service the system.
Based on past experience, AT&T does not have sufficient technicians trained to service
and repair the aging analog system promptly. The antiquated system and increasing
service challenges result in extended periods of tower phones being out of service.
During 2020, the tower phone system experienced over 200 days when at least one tower
was without phone service. These outages require alternate communication methods and
increases the safety risk for lifeguard personnel when responding to life-threatening
situations and for beach visitors.
When an outage occurs, it requires support from the City's cabling contractor and staff
from Lifeguards, IT, and the Public Works Department to troubleshoot, coordinate and
manage the necessary repairs. Additionally, the City replaces one tower phone per year
and leases the AT&T circuits. A breakdown of the expenses incurred for the analog
system during fiscal year (FY) 2019-20 is reflected in the below table.
Proposed System Upgrade
The California State Parks (CSP) Lifeguards use the SEACOM system to facilitate
communication across its 300 miles of state park beachfront. After two years of daily use,
CSP management recommends the system as a rugged and reliable tower phone
solution. The Fire Department's Lifeguards and City IT personnel met with CSP staff and
TeamSOS representatives to evaluate the operational, technical, and financial elements
of the SEACOM system.
The proposed SEACOM system will replace the current analog tower phone system with
a digital and wireless phone communication system for the 39 towers to connect directly
with LGHQ. The wireless system will increase the tower phone system's reliability and
reduce the amount of City staff time needed to maintain the aging analog system.
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AT&T circuit annual lease
$27,000
Tower phone replacement (one tower per ear)
$1,250
Equipment average expenses
$3,000
Repair and maintenance of system
$55,000
IT Division staff to troubleshoot system
80
$6,834
Public Works Department staff to maintain phone poles
and phone lines in the sand
40
$2,383
Lifeguard Division staff to support the system
120
$7,306
TOTAL Annual Cost for Current Analog System
240
$102,773
Proposed System Upgrade
The California State Parks (CSP) Lifeguards use the SEACOM system to facilitate
communication across its 300 miles of state park beachfront. After two years of daily use,
CSP management recommends the system as a rugged and reliable tower phone
solution. The Fire Department's Lifeguards and City IT personnel met with CSP staff and
TeamSOS representatives to evaluate the operational, technical, and financial elements
of the SEACOM system.
The proposed SEACOM system will replace the current analog tower phone system with
a digital and wireless phone communication system for the 39 towers to connect directly
with LGHQ. The wireless system will increase the tower phone system's reliability and
reduce the amount of City staff time needed to maintain the aging analog system.
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Authorization for Two Agreements with Special Order Systems, Inc. for a
Wireless Phone System for Lifeguard Towers and Lifeguard Headquarters
April 13, 2021
Page 3
The TeamSOS, agreement requires the vendor to provide the necessary equipment and
installation of its SEACOM system. The City's IT Division will provide the first -level
response for troubleshooting issues and refer complex issues back to the vendor. The
SEACOM system will integrate with the City's existing Cisco Unified Communications
system resulting in savings in equipment and staff time.
The SEACOM solution includes:
• Dedicated private wireless connectivity between the lifeguard towers and LGHQ
(40 total locations) including the required voice, data, solar, and wireless
infrastructure.
• Equipment management and monitoring.
• Fully staffed helpdesk from 6 a.m. to 10 p.m., seven days a week and on-call
after-hours emergency support.
• Annual inspection of all equipment, realigning wireless antennas as necessary,
and replacement of any malfunctioning components.
The SEACOM system offers the potential for future upgrades to support remote -operated
public address speakers and video surveillance, which will increase situational awareness
and public messaging capabilities, even when the tower is closed. There is even the
potential to provide Wi-Fi access that would be accessible to Lifeguard, Fire, Police, and
other City personnel for work-related communication and data management in the field.
Staff requests City Council's approval to forego the competitive bidding procedures
pursuant to Council Policy F-14 normally applicable to an equipment installation and lease
of this amount and scope. This single source approval request is being made because a
direct equipment installation and lease in this instance serves as a greater benefit to the
City as opposed to conducting a bid. A telecommunications system of this nature is
extremely complex and not all vendors can provide a system with the technical
functionality and capabilities needed by the City, so a bid process may prove ineffective
in terms of yielding proposals that are like -for -like or similar due to the proprietary nature
of the equipment.
Due to the CSP's advocacy of the system, staff believes SEACOM can effectively serve
the City's information technology and public safety applications. Even though no
competitive bidding was administered for this purchase, staff performed a due diligence
analysis of the system and the proposed pricing. While the CSP's use of SEACOM spans
across a wider service area, staff believes the proposed pricing for the City's SEACOM
solution is priced fairly, when scaled in comparison to the CSP acquisition.
FISCAL IMPACT:
The cost of the current analog system averages approximately $102,773 per year, as
reflected in the table on Page 2. It is expected that these costs will continue to rise as the
analog system becomes obsolete.
The cost of installation and the monthly lease (Attachments A and B) for the SEACOM
system for a five-year period is reflected below.
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Authorization for Two Agreements with Special Order Systems, Inc. for a
Wireless Phone System for Lifeguard Towers and Lifeguard Headquarters
April 13, 2021
Page 4
Annual Service Fee
$94,349
Service for Term of the Agreement 5 ears
$471,744
Contingency taxes, equipment re lacement, service upgrades)
$33,256
Lease Agreement Not to Exceed
$505,000
Staff is currently considering the potential for a service upgrade to install the remote
speaker system at key locations along the beach. Having the contingency included in the
agreement will allow staff to quickly implement this safety enhancement. Funding for the
proposed upgrade and any unforeseen costs of installation or the monthly lease will be
determined and allocated within existing budgets.
The attached Budget Amendment will transfer $65,000 from Information Technology
Professional Services budget (76420203-811008), $50,000 from the Information
Technology Strategic Fund Professional Services budget (7657653-811008), $29,348
from Lifeguard Operations Telephone Utilities budget (01040406-831002), and $2,416
from the Lifeguard Operations Professional Services budget (01040405-811008) to the
Information Technology Telecomm Datalines (76420203-831001) budget to provide
sufficient funding to cover the system installation and ongoing monthly service fees.
ENVIRONMENTAL REVIEW:
Staff recommends the City Council find this action is not subject to the California
Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not
result in a direct or reasonably foreseeable indirect physical change in the environment)
and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA
Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no
potential for resulting in physical change to the environment, directly or indirectly.
NOTICING:
The agenda item has been noticed according to the Brown Act (72 hours in advance of
the meeting at which the City Council considers the item).
ATTACHMENTS:
Attachment A — Draft Installation Agreement
Attachment B — Draft Lease Agreement
Attachment C — Budget Amendment No. 21-035
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ATTACHMENT A
INSTALLATION AGREEMENT
WITH SPECIAL ORDER SYSTEMS, INC. FOR LIFEGUARD TOWER
COMMUNICATIONS
THIS INSTALLATION AGREEMENT ("Agreement") is made and entered into as of
this 13th day of April, 2021 ("Effective Date") by and between the CITY OF NEWPORT
BEACH, a California municipal corporation and charter city ("City"), and SPECIAL ORDER
SYSTEMS, INC., a California corporation, doing business as TEAMSOS ("Contractor"),
whose principal place of business is 3877 Shawn Way, Suite 200, Loomis, CA 95650 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 Contractor to provide installation of the TEAMSOS SEACOM
solution, wireless phone system for Lifeguard towers as detailed in the Scope of Work
and Schedule of Billing Rates attached hereto as Exhibit "A" ("Project").
C. Contractor has examined the location of all proposed work, carefully reviewed and
evaluated the specifications set forth by the City for the Project, is familiar with all
conditions relevant to the performance of services and has committed to perform all
work required for the price specified 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.
E. Consultant's wireless phone system is unique, proprietary, and Consultant is the sole
source for procurement and installation of its system.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. SCOPE OF WORK
1.1 Contractor shall provide all tangible items and perform all the services
described in the Scope of Work attached hereto as Exhibit "A" and incorporated herein by
reference. As a material inducement to the City entering into this Agreement, Contractor
represents and warrants that Contractor is a provider of first class work and services and
Contractor is experienced in performing the work and services contemplated herein and, in
light of such status and experience, Contractor covenants that it will perform all Services in
a manner commensurate with community professional standards and with the ordinary
SPECIAL ORDER SYSTEMS, INC. Page 1
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degree of skill and care that would be used under reasonably competent practitioners of the
same discipline under similar circumstances and that all materials will be of good quality.
1.2 Contractor shall perform everything required to be performed, and shall
provide and furnish all the labor, materials, necessary tools, expendable equipment and all
utility and transportation services necessary for the Project.
1.3 In consideration of the payment of the Installation price and subject to all the
terms and conditions hereof, Contractor shall: install the TEAMSOS SEACOM solution,
wireless phone system for Lifeguard Towers (hereinafter referred to as "Products"), as listed
and set forth in the Scope of Work attached hereto as Exhibit "A" and incorporated in full by
this reference.
2. TIME OF PERFORMANCE
2.1 Time is of the essence in the performance of services under this Agreement
and Contractor shall complete the Project installation, implementation and acceptance
testing within the time set forth in Exhibit "A". The failure by Contractor to meet this schedule
may result in termination of this Agreement by City as outlined in Section 18 below.
2.2 Force Majeure. The time period(s) specified in Exhibit "A" for performance of
services rendered pursuant to this Agreement shall be extended because of any delays due
to unforeseeable causes beyond the control and without the fault or negligence of
Contractor, including but not restricted to acts of God or of the public enemy, unusually
severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes,
freight embargoes, wars, and/or acts of any governmental agency, including the City, if
Contractor shall within ten (10) days of the commencement of such delay notify City in
writing of the cause of the delay. City shall ascertain the facts and extent of delay, and
extend the time for performing the services for the period of the enforced delay when and if
in the judgment of the City such delay is justified. City's determination shall be final and
conclusive upon the parties to this Agreement. In no event shall Contractor be entitled to
recover damages against City for any delay in performance of this Agreement, however
caused, Contractor's sole remedy being extension of the Agreement pursuant to this
Section.
3. TERM
Unless earlier terminated in accordance with Section 18 of this Agreement, this
Agreement shall continue in full force and effect until completion of the services agreed to
herein or until December 31, 2021, whichever occurs first.
4. COMPENSATION
4.1 City shall pay Contractor for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and Exhibit "A" and
incorporated herein by reference. Contractor's compensation for all Work performed in
accordance with this Agreement, including all reimbursable items and subcontractor fees,
shall not exceed Fifty Five Thousand Dollars and 00/100 ($55,000.00), without prior
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page 2
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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 Contractor shall submit monthly invoices to City describing the Work
performed the preceding month. Contractor'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 Contractor no later than thirty (30) calendar days
after approval of the monthly invoice by City staff.
4.3 City shall reimburse Contractor only for those costs or expenses specifically
identified in Exhibit "A" to this Agreement or specifically approved in writing in advance by
City.
4.4 Contractor 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 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 "A".
4.5 Contractor shall provide City with a minimum fourteen (14) days' notice of its
dates of installation to enable the City to prepare the installation sites for the Products in
accordance with the instructions of Contractor. The City shall complete site preparation
prior to the date of installation of the Products, and the site shall thereafter be available for
inspection and approval. All costs and expenses related to the site preparation shall be at
the sole expense of City.
4.6 Extra Work. Contractor shall not receive any compensation for Extra Work
without the prior written authorization of the City. As used herein, "Extra Work" means any
work that is determined by the City to be necessary for the proper completion of the Project,
but which is not included in the Installation Price as specified in Exhibit "A", and which parties
did not reasonably anticipate would be necessary. Compensation for any authorized Extra
Work shall be paid in accordance with the hourly rates set forth in Exhibit "A".
5. PROJECT MANAGER
Contractor 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
term of the Agreement. Contractor has designated Neal Morgan to be its Project Manager.
Contractor shall not remove or reassign the Project Manager without the prior written
consent of City. City's approval shall not be unreasonably withheld.
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page 3
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6. ADMINISTRATION
This Agreement will be administered by the City Manager's Office. City's IT
Operations Supervisor or designee shall be the Project Administrator and shall have the
authority to act for City under this Agreement.
7. TYPE AND INSTALLATION OF MATERIALS/STANDARD OF CARE
7.1 Contractor shall use only the standard materials described in Exhibit "A" in
performing services under this Agreement. Any deviation from the materials described in
Exhibit "A" shall not be installed unless approved in advance by the City Project
Administrator.
7.2 All of the services shall be performed by Contractor or under Contractor's
supervision. Contractor represents that it possesses the 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. All services shall be performed by
qualified and experienced personnel who are not employed by City, nor have any
contractual relationship with City.
8. RESPONSIBILITY FOR DAMAGES OR INJURY
8.1 City and all officers, employees and representatives thereof and all persons
and entities owning or otherwise in legal control of the property upon which Contractor
performs the Project and/or Services shall not be responsible in any manner for any loss or
damage to any of the materials or other things used or employed in performing the Project
or for injury to or death of any person as a result of Contractor's performance of the services
required hereunder; or for damage to property from any cause arising from the performance
of the Project and/or Services by Contractor, or its subcontractors, or its workers, or anyone
employed by either of them, unless caused by the City's negligent acts, omissions, or willful
misconduct.
8.2 Contractor shall be responsible for any liability imposed by law and for injuries
to or death of any person or damage to property resulting from defects, obstructions or from
any cause to the extent arising from the negligent acts, omissions, or willful misconduct of
the Contractor' or any subcontractor or supplier selected by the Contractor.
8.3 To the fullest extent permitted by law, Contractor shall indemnify, defend and
hold harmless 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 Contractor performs the Project and/or Services contemplated by this
Agreement (collectively, the "Indemnified Parties") from and against: (1) 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, liability, 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, and Work performed or
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page 4
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Services provided under this Agreement including, without limitation, defects in
workmanship or materials or Contractor's presence or activities conducted on the Project
(including the negligent and/or willful acts, errors and/or omissions of Contractor, 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); (2) use of improper materials in performing this Project including,
without limitation, defects in workmanship or materials and/or design defects; and/or (3) any
and all claims asserted by Contractor's subcontractors or suppliers on the Project, and shall
include reasonable attorneys' fees and all other costs incurred in defending any such claim.
Contractor's liability in this Subsection shall be limited to the maximum amount of its
insurance coverage for claims arising out non -negligent and non -intentional acts performed
under this Agreement. Contractor shall not be held responsible for consequential or special
damages, or claims made to City for such consequential or special damages. Nothing
herein shall require Contractor to indemnify City from the negligence or willful misconduct of
City, its officers or employees.
8.4 Intellectual Property Indemnity - Contractor shall defend, indemnify and hold
City, its agents, officers, representatives, employees and City Council, boards and
commissions harmless from any proceeding brought against City for any intentional or
unintentional violation of the intellectual property rights of any third party with respect to
Products deliverables installed in this Agreement This indemnification shall include, but is
not limited to, infringement of any United States' letters patent, trademark, or copyright
infringement, including costs, contained in Contractor's deliverables provided under this
Agreement.
8.5 Contractor shall perform all Project work in a manner to minimize public
inconvenience and possible hazard, to restore other work areas to their original condition
and former usefulness as soon as possible, and to protect public and private property.
Contractor shall perform work as specified in Exhibit "A" to limit impacts to traffic during the
system installation period. Contractor shall be liable for any private or public property
damaged during the performance of the Project work.
8.6 Contractor shall provide traffic control and access in accordance with Section
7-10 of the State Standard Specifications and the latest edition of the Work Area Traffic
Control Handbook (WATCH), as published by Building News, Inc.
8.7 Traffic control and detours shall at a minimum meet the following
requirements:
8.7.1 Emergency vehicle access shall be maintained at all times.
8.7.2 The locations and wordings of all barricades, signs, delineators, lights,
warning devices, parking restrictions, and any other required details shall ensure that all
pedestrian and vehicular traffic will be handled in a safe manner with a minimum of
inconvenience to the public.
8.7.3 All advanced warning sign installations shall be reflectorized and/or
lighted.
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS
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8.7.4 Traffic signal system shutdown or planned "red flash" shall be limited
to 4 -hour periods between the hours of 9:00 a.m. and 3:00 p.m. on weekdays (Monday
through Thursday), except as authorized by the Project Administrator.
8.7.5 "STOP AHEAD" and "STOP" signs shall be furnished by the
Contractor and shall conform to the provisions in Section 12-3.06, "Construction Area
Signs," of the State Standard Specifications except that the base material for the signs shall
not be plywood. Two "STOP AHEAD" signs and two "STOP" signs shall be placed for each
direction of traffic. Locations of the signs shall be per the WATCH manual.
8.8 Nothing in this Section shall be construed as authorizing any award of
attorney's fees in any action to enforce the terms of this Agreement, except to the extent
provided in Section 8.3 above.
8.9 The rights and obligations set forth in this Section shall survive the termination
of this Agreement.
9. INDEPENDENT CONTRACTOR
City has retained Contractor as an independent contractor and neither Contractor nor
its employees, nor any of its subcontractors, are to be considered employees of the City.
The manner and means of conducting the work are under the control of Contractor, except
to the extent they are limited by statute, rule or regulation and the express terms of this
Agreement. No civil service status or other right of employment shall accrue to Contractor
or its employees.
10. COOPERATION
Contractor 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 Contractor on the Project.
11. INSURANCE
Without limiting Contractor's indemnification of City, and prior to commencement of
work, Contractor 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 B, and incorporated herein by reference.
12. BONDING
12.1 Contractor shall obtain, provide and maintain at its own expense during the
term of this Agreement: a Labor and Materials Payment Bond in the amount of one hundred
percent (100%) of the total amount to be paid Contractor as set forth in this Agreement and
in the form attached hereto as Exhibit C which is incorporated herein by this reference; and
a Faithful Performance Bond in the amount of one hundred percent (100%) of the total
amount to be paid Contractor as set forth in this Agreement in the form attached hereto as
Exhibit D which is incorporated herein by this reference.
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12.2 The Labor and Materials Payment Bond and Faithful Performance Bond shall
be issued by an insurance organization or surety (1) currently authorized by the Insurance
Commissioner to transact business of insurance in the State of California, (2) listed as an
acceptable surety in the latest revision of the Federal Register Circular 570, and (3) assigned
a Policyholders' Rating A (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Keg Guide: Property -Casualty.
12.3 The Contractor shall deliver, concurrently with execution of this Agreement,
the Labor and Materials Payment Bond and Faithful Performance Bond, a certified copy of
the "Certificate of Authority" of the Insurer or Surety issued by the Insurance Commissioner,
which authorizes the Insurer or Surety to transact surety insurance in the State of California.
13. PREVAILING WAGES
13.1 Pursuant to the applicable provisions of the Labor Code of the State of
California, not less than the general prevailing rate of per diem wages including legal
holidays and overtime work for each craft or type of workman needed to execute the work
contemplated under the Agreement shall be paid to all workmen employed on the work to
be done according to the Agreement by the Contractor and any subcontractor. In
accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial
Relations has ascertained the general prevailing rate of per diem wages in the locality in
which the work is to be performed for each craft, classification, or type of workman or
mechanic needed to execute the Agreement. A copy of said determination is available by
calling the prevailing wage hotline number (415) 703-4774, and requesting one from the
Department of Industrial Relations. The Contractor is required to obtain the wage
determinations from the Department of Industrial Relations and post at the job site the
prevailing rate or per diem wages. It shall be the obligation of the Contractor or any
subcontractor under him/her to comply with all State of California labor laws, rules and
regulations and the parties agree that the City shall not be liable for any violation thereof.
13.2 Unless otherwise exempt by law, Contractor warrants that no contractor or
subcontractor was listed on the bid proposal for the Services that it is not currently registered
and qualified to perform public work. Contractor further warrants that it is currently
registered and qualified to perform "public work" pursuant to California Labor Code section
1725.5 or any successor statute thereto and that no contractor or subcontractor will engage
in the performance of the Services unless currently registered and qualified to perform public
work.
14. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform work on this Project are
identified in Exhibit "A". Contractor 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
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Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out
without the prior written approval of City.
15. WITHHOLDINGS
City may withhold payment to Contractor 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. Contractor shall not
discontinue work as a result of such withholding. Contractor shall have an immediate right
to appeal to the City Manager or his/her designee with respect to such disputed sums.
Contractor 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.
16. CONFLICTS OF INTEREST
16.1 The Contractor or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seg.,
which (1) require such persons to disclose any financial interest that may foreseeably be
materially affected by the work performed under this Agreement, and (2) prohibit such
persons from making, or participating in making, decisions that will foreseeably financially
affect such interest.
16.2 If subject to the Act and/or Government Code §§ 1090 et seq., Contractor
shall conform to all requirements therein. Failure to do so constitutes a material breach and
is grounds for immediate termination of this Agreement by City. Contractor shall indemnify
and hold harmless City for any and all claims for damages resulting from Contractor's
violation of this Section.
17. NOTICES
17.1 All notices, demands, requests or approvals to be given under the terms of
this Agreement shall be given in writing, to City by Contractor 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. All notices, demands, requests or approvals from Contractor to City shall be
addressed to City at:
Attention: IT Manager
City of Newport Beach
100 Civic Center Drive
P.O. Box 1768
Newport Beach, CA 92658
17.2 All notices, demands, requests or approvals from City to Contractor shall be
addressed to Contractor at:
Attention: Lawrence McNutt
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page 8
10-12
Special Order Systems, Inc.
3877 Shawn Way, Suite 200
Loomis, CA 95650
18. TERMINATION
18.1 Termination With Cause - 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 five (5) calendar days, or if more than five (5) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within five (5) calendar days after receipt of written notice of
default, specifying the nature of such default and the steps necessary to cure such default,
the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting
party written notice thereof.
18.2 Termination Without Cause. Notwithstanding the above provisions, City shall
have the right, at its sole discretion and without cause, of terminating this Agreement at any
time by giving seven (7) calendar days prior written notice to Contractor. In the event of
termination under this Section, City shall pay Contractorfor services satisfactorily performed
and costs incurred in the performance of such services up to the effective date of termination
for which Contractor has not previously been paid. In the event of termination under this
Section, City shall also pay Contractor for all Products, associated materials, and hardware
delivered to City site under this Agreement that City deems usable.
19. EFFECT OF CONTRACTOR'S EXECUTION
Execution of this Agreement by Contractor is a representation that Contractor has
visited the Project site(s), has become familiarwith the local conditions underwhich the work
is to be performed, and has taken into consideration these factors in submitting its Project
proposal and Scope of Work.
20. WARRANTY
20.1 Contractor warrants to City that all Products to be delivered hereunder will be
free from defects in material or workmanship and will be of the kind and quality designated
or specified by Contractor in Exhibit "A". The warranty shall apply only to defects appearing
within two years from the date of final acceptance by City for hardware products not
manufactured by the Contractor, and two years from the date of final acceptance by City for
hardware products manufactured by Contractor. If Contractor installs the Products and
associated hardware and materials, or supplies technical directions of installation by
Agreement, the warranty period shall run from the date of final acceptance of installation by
City, provided same is not unreasonably delayed by City.
20.2 If Contractor -manufactured equipment delivered hereunder does not meet the
above warranty, and if City promptly notifies Contractor in writing, Contractor shall thereupon
correct any defect, including non-conformance with the specifications, either (at its option)
by repairing any defective or damaged parts of the equipment, or by making available any
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page 9
10-13
necessary replacement parts, delivered and installed without additional charge to City within
seven (7) working days. City will return the defective product to Contractor, at Contractor's
expense. Contractor shall repair or replace the defective item and return it to City, shipping
costs prepaid. Contractor shall perform any necessary testing, hardware and equipment
removal, repair, replacement, certification, and installation at no cost to the City during the
warranty period, using Contractor's equipment.
20.3 The foregoing warranty is exclusive and in lieu of all other warranties, whether
written, oral, implied or statutory. Contractor does not warrant any equipment of other
manufacture designated by City.
21. REPRESENTATIONS
21.1 Non -infringement. Contractor represents that to the best of its knowledge the
technology embodied in the products sold herein does not infringe upon a United States
patent or United States copyright in effect as of the Effective Date.
21.2 Authority. Each party represents as follows: (a) that it has full power and
authority to execute, deliver and perform its obligations under this Agreement; (b) that there
are no actions, proceedings or investigations, pending or, to the best of each party's
knowledge, threatened against such party which may in any manner whatsoever materially
affect the enforceability of this Agreement or the rights, duties and obligations of the parties
hereunder; and (c) that the execution, delivery and performance of this Agreement will not
constitute a breach or default under any agreement, law or court order under which such
party is a party or may be bound or affected by or which may affect the rights, duties and
obligations hereunder.
21.3 No Other Representations. Each party acknowledges and agrees that it is
relying on no representation of the other party except as expressly set forth herein.
22. CONFIDENTIAL INFORMATION.
22.1 Confidential Information. In the performance of this Agreement or in
contemplation thereof, the parties and their respective employees and agents may have
access to private or confidential information owned or controlled by the other party and such
information may contain proprietary details and disclosures. All information and data
identified in writing as proprietary or confidential by either party ("Confidential Information")
and so acquired by the other party or its employees or agents under this Agreement or in
contemplation thereof shall be and shall remain the disclosing party's exclusive property.
The recipient of Confidential Information shall use all reasonable efforts (which in any event
shall not be less than the efforts the recipient takes to ensure the confidentiality of its own
proprietary and other confidential information) to keep, and have its employees and agents
keep, any and all Confidential Information confidential, and shall not copy, or publish or
disclose it to others, nor authorize its employees, agents or anyone else to copy or disclose
it to others, without the disclosing party's written approval; nor shall the recipient make use
of the Confidential Information except for the purposes of executing its obligations
hereunder, and (except as provided for herein) shall return the Confidential Information and
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page 10
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data to the first party at its request. The City's duty to maintain confidentiality as described
hereunder shall be subject to the laws of the State of California.
22.2 Excluded Information. The foregoing conditions will not apply to information
or data which is, or which becomes generally known to the public by publication or by any
means other than a breach of duty on the part of the recipient hereunder, is information
previously known to the recipient, is information independently developed by or for the
recipient or is information generally released by the owning party without restriction.
22.3 Right to Injunctive Relief. Because of the unique nature of the Confidential
Information, the parties agree that each party may suffer irreparable harm in the event that
the other party fails to comply with any of its obligations under this Section, and that
monetary damages may be inadequate to compensate either party for such breach.
Accordingly, the parties agree that either party will, in addition to any other remedies
available to it at law or in equity, be entitled to seek injunctive relief to enforce the terms of
this Section.
23. ASSIGNMENT
This Agreement shall not be assigned by any party, or any party substituted, without
prior written consent of the City and the Contractor.
24. STANDARD PROVISIONS
24.1 Recitals. City and Contractor acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
24.2 Compliance with all Laws. Contractor 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 Contractor 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.
24.3 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.
24.4 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.
24.5 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.
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page 11
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24.6 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.
24.7 Amendments. This Agreement may be modified or amended only by a written
document executed by both Contractor and City and approved as to form by the City
Attorney.
24.8 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.
24.9 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.
24.10 Equal Opportunity Employment. Contractor represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee or
applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
24.11 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.
24.12 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]
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS
Page 12
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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 ATTORNEY'S OFFICE
Date:
By:
Aaron C. Harp
City Attorney
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
CITY OF NEWPORT BEACH,
a California municipal corporation
Date:
By:
Grace K. Leung
City Manager
CONTRACTOR: SPECIAL ORDER
SYSTEMS, INC., a California corporation,
doing business as TEAMSOS
Date:
By:
Lawrence Edward, Jr. Mcnutt
Chief Executive Officer/Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services and Schedule of Billing Rates
Exhibit B — Insurance Requirements
Exhibit C — Labor and Materials Payment Bond
Exhibit D — Faithful Performance Bond
SPECIAL ORDER SYSTEMS, INC.
Page 13
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EXHIBIT A
SCOPE OF SERVICES AND
SCHEDULE OF BILLING RATES
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page A-1
10-18
Introduction
TEAMSOS, a leader in solving business Challenges with advanced technology
for over twenty-five years, provides this comprehensive cloud solution to the City
TEAMS05 of Newport Beach. TEAMSOS has designed and customized the Smart Safety
Emergency Alert Communications (SEACOM) solution specifically for Newport
Beach. The SEACOM solution will provide Lifeguards with a state of the art
Providing InnovativeTechnologySolutions communications solution, ensuring performance and stability while providing a
significant savings on IT costs.
1 Executive Summary
The City of Newport Beach (City) has decided to implement the TEAMSOS SEACOM solution to provide
a high performance, reliable emergency services communication system supporting the Newport Beach
Lifeguards and emergency personnel. Lifeguards are responsible for the safety and well-being of the
people who visit their beach and enjoy the waters. Lifeguards must be able to react quickly and have
efficient communication in the event of an emergency. TEAMSOS has developed the SEACOM solution
understanding the importance of utilizing advanced communications technology in rescue situations in
order to save lives.
Newport Beach Lifeguards protect up to 10 million beach visitors annually across 6.2 miles of ocean and
2.5 miles of bay beaches, with preventative actions and medical assistance. Every day of the year,
Lifeguards ensure safety and provide customer service to the visitors on the beach, boardwalk, piers and
in the ocean.
SEACOM is a fully managed communications solution in which every aspect of the system is supported by
the vendor/partner thus allowing all Lifeguard staff to focus on public safety and removing the burden of
operational support from their daily activities. The SEACOM solution was custom developed and designed
to specifically solve the challenges and issues experienced by State of California beaches. The SEACOM
solution is currently deployed across approximately thirty-five (35) beaches throughout the State of
California covering nearly 300 miles of coast line.
This Scope of Work (SOW) includes the professional services associated with the installation
(design, configuration and deployment) of the new SEACOM infrastructure at the Newport Beach lifeguard
tower (Lifeguard Tower) and Headquarter (HQ) locations. City and TEAMSOS have met and discussed
leveraging the existing CityCisco Unified Communications infrastructure in an effort to meet budgetary
guidelines.
Primary Objectives:
Implementation of the SEACOM solution into the Lifeguard towers and Lifeguard dispatch
locations, including:
o Dedicated Private wireless connectivity between the Lifeguard towers and Lifeguard
dispatch location
o Resilient solar power system for each Lifeguard tower to support powering the
solution, including solar panels and batteries
o Necessary wireless masts to support the wireless solution
o In -tower industrial POE switches to support the solution
o Ruggedized Lifeguard tower phones to enable clear communication
o Environmental monitoring system in each Lifeguard tower to ensure the power
system stays healthy
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o Weather -resistant cabinets that house all necessary power, communications, and
networking infrastructure at each tower
o Central VPN gateway to support remote monitoring and diagnostics by TEAMSOS
personnel
o Initial configuration and construction of all included equipment, and of the Lifeguard
tower and Lifeguard dispatch phones in Newport's Cisco UC system to support the
solution
o TEAMSOS will leverage City's existing Cisco Unified Communications solution and
infrastructure
Locations:
City of Newport Beach
100 Civic Center Drive, Newport Beach, CA 92660
Approximately 39 x lifeguard towers and 1 x HQ. Lifeguard towers are listed as follows:
Towers 1, 3, 4, 5, 6, 7, 10, 13, 15, 17, 18, 19, 20, 22, 24, 28, 32, 36, 40, 44, 48, 52, 56, 61,
65, 68, 71, 74, N&Bay, Marina Park, Wedge, P, L, G, B, A, Main, and Coronado.
Executive Contacts:
CITY CONTACTS
NAME: Micheal Wojciechowski
TITLE: IT Operations Supervisor
OFFICE PHONE: (949)-644-3088
EMAIL: mwojo(o)_newportbeachca.gov
NAME: Joey Bensie
TITLE: Senior Network Engineer
OFFICE PHONE: (949)-644-3088
EMAIL: Ibensie(a�newportbeachca.gov
NAME: Clay Rinker
TITLE: Lifeguard Captain
OFFICE PHONE: (949)-644-3088
EMAIL: crinker@nbfd.net
NAME: Brian O'Rourke
TITLE: Lifeguard Battalion Chief
OFFICE PHONE: (949)-644-3088
EMAIL: borourke@nbfd.net
TEAMSOS CONTACTS
Lawrence McNutt, CEO
Imcnutt(a)team-sos.com
916-577-1703 Office
Neal Morgan, Account Executive
nmorpan (aMeam-sos.com
916-577-1743 Office
916-580-4931 Mobile
Rob Thornton, Chief Technology Officer
rthornton(a)team-sos.com
916-577-1745 Office
916-502-5315 Mobile
Page 2 of 10
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2 TEAMSOS Responsibilities
TEAMSOS shall provide the following Services:
• Perform wireless site survey
• Onsite visit and walkthrough to validate geographic terrain
• Utilize remote wireless tools for ensuring appropriate Wi-Fi performance
• TEAMSOS shall design, build and configure the SEACOM system in their PCI compliant
lab facility prior to onsite installation
• TEAMSOS shall make any necessary configuration modifications to the current/existing
Cisco UC solution. Lifeguard dispatch and tower phones would be registered to City's
existing Cisco Unified Communications Manager (UCM) and Unity Connection systems.
• TEMASOS is responsible for the initial configuration of the LG dispatch voicemail boxes
• TEAMSOS shall build ruggedized/custom cabinets sized for each Lifeguard tower.
Equipment in a lifeguard tower will include the following:
■ Cabinet (3'x 2.5'x 10" — 50lbs)
■ PoE switch
• Solar Panel and batteries
■ Monitoring device
■ Cabling
■ Ruggedized SIP phone
■ Wireless Infrastructure/radio/AP
■ Antenna and Mast
■ Monitoring device
• Cabinets include all of the necessary product and hardware to support end to end
communications between the Lifeguard towers, the Lifeguard HQ and the TEAMSOS
private cloud.
• All devices and cabinet are designed to with stand extreme weather and hot/cold
environments
• TEAMSOS shall integrate with the existing UC system at the headquarters locations
■ Cisco Routers
■ Cisco switches
■ Cisco IP phones
• SEACOM Application on City provided workstations
• The new SEACOM solution requires no in ground digging or cabling.
• Access to LG towers shall be coordinated with City staff and will be on foot or via
authorized Newport beach provided vehicles
• Solar panels are flat (4'x 2.5'x 6") and not visible
• Masts are painted to match an approved color scheme to blend into the background
Page 3 of 10
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• All area's impacted by the TEAMSOS installation team will be restored to their
preconstruction condition or better within 3 days of completion of construction. Any
beach sand impacted shall be filtered as necessary to remove all debris or material left or
caused by the installation. There will be no trash left behind
• Carrier Services
■ City would continue to leverage their existing telephony and Internet carrier
services.
■ Telephony and Internet carrier services would be supported by City IT staff
• Upon completion of tower installations, TEAMSOS shall conduct testing using a checklist
to validate performance and connectivity
• TEAMSOS shall take photos and work with City staff for sign -off for completion
• Update documentation
• TEAMSOS shall provide project coordination services during the course of the project,
including the following:
■ 3rd -party vendor coordination planning and scheduling
■ Project status reporting to Client
• Coordination and communications with Client's personnel
■ Coordination, supervision and scheduling of TEAMSOS personnel
■ Scheduling of project meetings as needed.
3 City Responsibilities
City is responsible for the following:
• Provide access to current Cisco UC environment — Servers, applications and/or
networking infrastructure.
• Designate a primary project lead to assist with project development and progress
• Designate a primary contact for all change order requests. All change order requests must
be made through this contact to be considered valid
• Provide any documentation as requested to successfully complete the project
• City shall continue to leverage their existing telephony (Cisco UC system) and Internet
Carrier Services
• City shall keep the surrounding network and phone system infrastructure supporting
SEACOM solution covered by manufacturer maintenance (Cisco SMARTnet an/or
SWSS/FLEX) to ensure manufacturer escalation is possible.
o Note: in addition to keeping maintenance current City is responsible for
upgrading the UC system and staying up to date with the current supported
version(s).
• Sign off applicable approved design plan (Assessment Report), approved change orders,
completed User Acceptance Test Plan, etc.
• Complete any RFI (Request For Information) documentation required by TEAMSOS —
hostnames, IP address, etc.
Page 4 of 10
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• Complete any user list information as required in order for TEAMSOS to complete user
configurations for the project.
• Provide timely responses to communications including email and/or voicemail
• Ensure scheduled meeting times are kept. If meetings need to be moved, please provide
as much notice as possible
• Provide workspace and network (both internal private and public switched telephone
network) connectivity for on-site TEAMSOS personnel as needed to complete the project.
• Make available an employee when needed to assist TEAMSOS and provide physical
and/or remote access to City's facilities including server and telephone rooms as necessary
• Provide all network and facility information and access required for TEAMSOS to complete
this project
• Coordinate schedules with TEAMSOS. Should non -business hours be required to
complete the project beyond those identified in this scope of work, overtime charges will
be charged to Client
• Provide remote access to all network -attached devices as required for TEAMSOS to
complete this project. If Client has security policies, it is Client's responsibility to provide
remote access to TEAMSOS that meets Client's security policies
• If remote access utilizes a screen share or other method in which a client team member is
required, task schedule/timeline may be affected based on availability of that client team
member
• Remote Access speeds must be reasonably fast in order not to impede the work of
TEAMSOS. If speeds are not reasonably fast, and end up adding time to sections of this
project, TEAMSOS will address this with client, and may need to add time to the SOW in
the form of a change order, to be approved.
• If TEAMSOS is delayed in the performance of their work by Client's failure to provide any
of these items, the delay time will be billable at the same rate as the work scheduled to be
performed. This includes delays in the project timeline which result in additional system
updates, meetings or other time required due to the delay
• Dispose of any retired equipment.
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4 Project Closure
Transfer of Open Incidents Out of Contract — "No -Fault Support
Agreement"
TEAMSOS and City agree in principle to the possibility that software & hardware
integration creates the potential for integration issues that are out of the control of either
CLIENT or TEAMSOS staff, and cannot be directly attributed to poor execution of the
services Any vulnerability that could result in this type of issue arising out of the
Implementation will be identified and outlined in thisScope of Work. Details and
descriptions will be provided for the processes that TEAMSOS will follow in the event of
issues that may arise. Solutions may include but are not limited to bug fixes, patches,
and/or software upgrades.
In the event that an unknown product bug or non-functional feature is uncovered
or identified by City and/or TEAMSOS and is determined to affect a required
feature or function of the system, it is TEAMSOS' responsibility to identify the
issue(s), initiate all contact with the manufacturer to identify the problem(s) and
begin steps towards resolution. Then troubleshoot the problem collaboratively
with TEAMSOS personnel or subcontractors, CLIENT personnel, and/or
Manufacturer Support personnel, until the issue is resolved.
o The Assessment Phase will ensure that all features desired by City are identified
and included in a Test Plan to verify compliance. It will be the responsibility of
both City and TEAMSOS to ensure that such features are tested during the
solutions implementation.
Bug Fixes, Patches, and/or Service Upgrades that are not available at the time of
Project Closure, shall be identified with a unique Help Desk Ticket or Incident
Tracking Number assigned by Manufacturer (if possible), as well as a unique
Incident Tracking Number assigned by TEAMSOS. No incident that arises out of
the Project's implementation identified as "Required for Go -Live" shall be
considered as a candidate for a "No-fault Support Agreement". In such case,
TEAMSOS will do whatever is necessary to get the incident resolved during the
implementation phase of the project with as little to no impact as is reasonable to
the Project Implementation Timeline GO -LIVE date for the specified phase or
site. If there is an impact either to the cost or time allotted to the project,
appropriate changes to the project will be documented through a Change Order
process.
o The "No-fault" Support shall be performed at no cost to City. Features of this no
cost "No-fault" Support Agreement shall include, but not be limited to, the
following:
• Bi -weekly updates to City by TEAMSOS on status of issue/incident
• Final determination of resolution for issue/incident by manufacturer when
provided by manufacturer
• Priority Scheduling for applying Bug Fix(es), Patch(es), and/or Service
Upgrade(s) when they are made available by the manufacturer
• Monthly Status Reports on all open incidents assigned to a No-fault
Support Agreement.
o This "No-fault" Support is to be submitted in writing for review prior to the Project
Closure Meeting if issues that qualify for a "No-fault Support Agreement" exist as
described in this Scope of Services. Once issues are appropriately documented
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and identified within the "No-fault Support Agreement', a final version of the "No -
Fault Support Agreement' will be brought to the Project Closure meeting and
finalized between the authorities of both parties.
o The term of the "No-fault Support Agreement' will be governed by the successful
implementation of the Bug Fix, Patch, and or Service Upgrade by TEAMSOS
personnel supplied by Manufacturer to City"s satisfaction for each issue
identified within the "No -Fault Support Agreement'.
Project Closure Meeting
• The Project Closure Meeting will be held between City and TEAMSOS personnel
involved in the Project, and will include Project Managers and Team Leads for both
parties
• Overall status of the project, including incidents to be transferred to a "No -Fault' Support
Agreement, if applicable, will be reviewed.
• Appropriate sign -offs are received as described in the Sign -off Checklist and identified in
the Project Implementation Timeline.
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5 Legal Information
5.1.1 TEAMSOS shall provide City with qualified personnel to perform in support,
consulting, design, acquisition services, project management,
implementation and related computer services, as more fully described in
the Statement of Work.
5.1.2 TEAMSOS shall require its employees or subcontractors working on City's
premises at all times to observe security and safety policies and normal
business hours of City.
5.2 Warranties
5.2.1 Services shall be performed in a workmanlike and professional manner by
employees or subcontractors of TEAMSOS having a level of skill
commensurate with the requirements of the Agreement.
5.2.2 TEAMSOS' performance of the Services do not and shall not infringe any
patent, trademark, copyright, trade secret or proprietary right held by any
third party.
5.2.3 With respect to any hardware or software sold, distributed, licensed or
supplied by TEAMSOS in connection with the Services, to the extent
permitted by the manufacturer or licensor of such hardware or software,
TEAMSOS will pass through to City all product warranties provided by the
manufacturer or licensor.
5.2.4 City recognizes that the use of computer and telecommunications products
entails a substantial risk of loss of magnetically stored data, and that
industry standards dictate Client's systematic use, in conjunction with any
central processing unit, of products which provide comprehensive backup
of data so as to prevent such loss. Client assumes all risk of loss of its
magnetically stored data in any way related to or resulting from the provision
of Services hereunder and hereby releases TEAMSOS from any liability for
loss of such data.
5.2.5 With respect to any hardware replacement part sold or supplied by
TEAMSOS, TEAMSOS warrants all replacement parts for a period of 2 years
from the date of service, during which period any defective part installed by
TEAMSOS will be replaced at no additional charge. At TEAMSOS' option,
replacement parts may be new or reconditioned. The remedy stated in this
Section shall be City's- exclusive remedy in connection with the
performance of parts supplied by TEAMSOS.
5.3 Trademarks
Product names mentioned in this document may be trademarks or registered trademarks
of their respective manufacturers and are hereby acknowledged.
5.4 Disclosures
5.4.1 Disclosure notices:
• -VoIP 9-1-1 calls may not be routed over a dedicated 9-1-1 Network
• -VoIP 9-1-1 calls travel over the Internet and can be slowed by viruses, worms
and other cyber -attacks.
• -VoIP 9-1-1 calls may not be routed to the correct 9-1-1 Center and/or may not
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be answered with the same priority as other 9-1-1 calls.
• -Power loss can interrupt VoIP 9-1-1 calls.
• -Caller information (phone number/address) may not display for the 9-1-1
Center for Vol P.
5.4.2 Best practices for enterprises using VoIP telephone services require that all wide
area network connections/circuits be configured to support Quality of Services
("QoS"). As the adoption of VoIP telephone systems becomes widespread and
VoIP technology matures, some companies have deployed VoIP telephone
systems without QoS enabled on their wide area networks. Common examples
are home or remote offices which connect to a main location via the Internet.
Companies that deploy a VoIP telephone system over a wide area network must
be aware that toll -quality voice may not be achieved and additional costs to deploy
a new wide area network that supports Quality of Service may be required to
achieve toll -quality voice services. Client accepts the risk and responsibility of
using VoIP services over non-QoS circuits or channels.
The information contained within constitutes the work product of TEAMSOS, including the
ideas, processes, concepts and theories. The ownership of this work product lies solely
with TEAMSOS, and the submission of this document in no way authorizes the recipient
to use its contents without TEAMSOS' express written permission, except when recipient
is acting as required by law.
Page 9 of 10
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BILLING RATES
PRICING SUMMARY:
$ 1,310.40 Per Lifeguard
SUBTOTAL - Implementation of the SEACOM solution Tower/Lifeguard
Headquarters
GRAND TOTAL (based on up to 39 x Towers and 1 x HQ) $ 52,416.00
The following are the Standard Hourly Bill Rates for TEAMSOS personnel and/or
subcontractors:
TEAMSOS JOB CLASSIFICATION
R-7.1 07.17.19
STANDARD
Hourly Bill
Rate
STANDARD
Emergency OR
Overtime Hourly
Bill Rate
STANDARD
Emergency AND
Overtime, or TEAMSOS
Holiday Hourly Bill Rate
Customer Support Services
$85.00
$127.50
$170.00
Microsoft Engineer
$200.00
$300.00
$400.00
Advanced Microsoft Engineer
$225.00
$337.50
$450.00
Telecom Engineer
$150.00
$225.00
$300.00
Advanced Telecom
$195.00
$292.50
$390.00
Cisco Voice Engineer
$205.00
$307.50
$410.00
Advanced Cisco Voice Engineer
$250.00
$375.00
$500.00
Cisco Communications Development Engineer
$275.00
$412.50
$550.00
Cisco Network Engineer
$195.00
$292.50
$390.00
Cisco Advanced Network Engineer
$250.00
$375.00
$500.00
Genesys Communications Engineer
$200.00
$300.00
$400.00
Advanced Genesys Communications Engineer
$240.00
$360.00
$480.00
Genesys Communications Development Engineer
$275.00
$412.50
$550.00
Project Manager
$185.00
$277.50
$370.00
Security Service Engineer
$195.00
$292.50
$390.00
Advanced Security Services Engineer
$225.00
$337.50
$450.00
Page 10 of 10
10-28
EXHIBIT B
INSURANCE REQUIREMENTS
1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior
to commencement of Work, Contractor 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. Contractor agrees to
provide insurance in accordance with requirements set forth here. If Contractor uses
existing coverage to comply and that coverage does not meet these requirements,
Contractor 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. Contractor 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.
Contractor shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Contractor 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, products -completed operations, personal
and advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract) with no
endorsement or modification limiting the scope of coverage for liability assumed
under a contract.
C. Automobile Liability Insurance. Contractor 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 Contractor arising out of or in
connection with Work to be performed under this 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.
SPECIAL ORDER SYSTEMS, INC.DBA TEAMSOS Page B-1
10-29
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 elected or appointed officers, agents, officials, employees and
volunteers or shall specifically allow Contractor or others providing insurance
evidence in compliance with these requirements to waive their right of recovery
prior to a loss. Contractor 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, shall provide or be
endorsed to provide that City and its officers, officials, employees, and agents
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. Contractor 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. The certificates and endorsements
for each insurance policy shall be signed by a person authorized by that insurer
to bind coverage on its behalf. At least fifteen (15) days prior to the expiration
of any such policy, evidence of insurance showing that such insurance
coverage has been renewed or extended shall be filed with the City. If such
coverage is cancelled or reduced, Contractor shall, within ten (10) days after
receipt of written notice of such cancellation or reduction of coverage, file with
the City evidence of insurance showing that the required insurance has been
reinstated or has been provided through another insurance company or
companies. City reserves the right to require complete, certified copies of all
required insurance policies, at any time.
SPECIAL ORDER SYSTEMS, INC.DBA TEAMSOS Page B-2
10-30
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 Contractor sixty (60) calendar days advance written notice
of such change. If such change results in substantial additional cost to
Contractor, City and Contractor may renegotiate Contractor's compensation.
C. Right to Review Subcontracts. Contractor agrees that upon request, all
agreements with subcontractors or others with whom Contractor enters into
contracts with on behalf of City will be submitted to City for review. Failure of
City to request copies of such agreements will not impose any liability on City,
or its employees.
D. Enforcement of Agreement Provisions. Contractor acknowledges and agrees
that any actual or alleged failure on the part of City to inform Contractor of non-
compliance with any requirement imposes no additional obligations on City nor
does it waive any rights hereunder.
E. 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.
F. 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.
G. City Remedies for Non -Compliance If Contractor or any subcontractor
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 Contractor'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 Contractor or reimbursed by Contractor
upon demand.
H. 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 Agreement, 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.
Contractor's Insurance. Contractor shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance, which in its own
SPECIAL ORDER SYSTEMS, INC.DBA TEAMSOS Page B-3
10-31
judgment may be necessary for its proper protection and prosecution of the
Work.
SPECIAL ORDER SYSTEMS, INC.DBA TEAMSOS Page B-4
10-32
EXHIBIT C
CITY OF NEWPORT BEACH
BOND NO.
LABOR AND MATERIALS PAYMENT BOND
WHEREAS, the City of Newport Beach, State of California, has awarded to SPECIAL
ORDER SYSTEMS, INC., a California corporation, hereinafter designated as the "Principal,"
an Agreement for the installation of wireless phone system for Lifeguard towers, in the City
of Newport Beach, in strict conformity with the Agreement on file with the office of the City
Clerk of the City of Newport Beach, which is incorporated herein by this reference.
WHEREAS, Principal has executed or is about to execute the Agreement and the
terms thereof require the furnishing of a bond, providing that if Principal or any of Principal's
subcontractors, shall fail to pay for any materials, provisions, or other supplies used in, upon,
for, or about the performance of the Work agreed to be done, or for any work or labor done
thereon of any kind, the Surety on this bond will pay the same to the extent hereinafter set
forth.
NOW, THEREFORE, We the undersigned Principal, and,
duly authorized to transact
business under the laws of the State of California, as Surety, (referred to herein as "Surety")
are held and firmly bound unto the City of Newport Beach, in the sum of Fifty Five
Thousand Dollars and 00/100 ($55,000.00), lawful money of the United States of America,
said sum being equal to 100% of the estimated amount payable by the City of Newport
Beach under the terms of the Agreement; for which payment well and truly to be made, we
bind ourselves, our heirs, executors and administrators, successors, or assigns, jointly and
severally, firmly by these present.
THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal or the
Principal's subcontractors, fail to pay for any materials, provisions, or other supplies,
implements or machinery used in, upon, for, or about the performance of the Work
contracted to be done, or for any other work or labor thereon of any kind, or for amounts due
under the Unemployment Insurance Code with respect to such work or labor, or for any
amounts required to be deducted, withheld and paid over to the Employment Development
Department from the wages of employees of the Principal and subcontractors pursuant to
Section 13020 of the Unemployment Insurance Code with respect to such work and labor,
then the Surety will pay for the same, in an amount not exceeding the sum specified in this
Bond, and also, in case suit is brought to enforce the obligations of this Bond, a reasonable
attorneys' fee, to be fixed by the Court as required by the provisions of Section 9554 of the
Civil Code of the State of California.
The Bond shall inure to the benefit of any and all persons, companies, and
corporations entitled to file claims under Section 9100 of the California Civil Code so as to
give a right of action to them or their assigns in any suit brought upon this Bond, as required
by and in accordance with the provisions of Sections 9500 et seq. of the Civil Code of the
State of California.
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page C-1
10-33
And Surety, for value received, hereby stipulates and agrees that no change,
extension of time, alterations or additions to the terms of the Agreement or to the Work to
be performed thereunder shall in any wise affect its obligations on this Bond, and it does
hereby waive notice of any such change, extension of time, alterations or additions to the
terms of the Agreement or to the Work or to the specifications.
In the event that any principal above named executed this Bond as an individual, it
is agreed that the death of any such principal shall not exonerate the Surety from its
obligations under this Bond.
IN WITNESS WHEREOF, this instrument has been duly executed by the above
named Principal and Surety, on the day of , 20
Name of Contractor (Principal)
Name of Surety
Address of Surety
Telephone
Authorized Signature/Title
Authorized Agent Signature
Print Name and Title
NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE
ATTACHED
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page C-2
10-34
ACKNOWLEDGMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
State of California
County of }ss.
On 20 before me,
Notary Public, personally appeared
who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (seal)
ACKNOWLEDGMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
State of California
County of }ss.
On
20 before me,
Notary Public, personally appeared
who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
(seal)
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page C-3
10-35
EXHIBIT D
CITY OF NEWPORT BEACH
BOND NO.
FAITHFUL PERFORMANCE BOND
The premium charges on this Bond is $ , being at the
rate of $ thousand of the Agreement price.
WHEREAS, the City of Newport Beach, State of California, has awarded to SPECIAL
ORDER SYSTEMS, INC., a California corporation, hereinafter designated as the "Principal,"
an Agreement for the installation of wireless phone system for Lifeguard towers, in the City
of Newport Beach, in strict conformity with the Agreement on file with the office of the City
Clerk of the City of Newport Beach, which is incorporated herein by this reference.
WHEREAS, Principal has executed or is about to execute the Agreement and the
terms thereof require the furnishing of a Bond for the faithful performance of the Agreement.
NOW, THEREFORE, we, the Principal, and
, duly authorized to
transact business under the laws of the State of California as Surety (hereinafter "Surety"),
are held and firmly bound unto the City of Newport Beach, in the sum of Fifty Five
Thousand Dollars and 00/100 ($55,000.00), lawful money of the United States of America,
said sum being equal to 100% of the estimated amount of the Agreement, to be paid to the
City of Newport Beach, its successors, and assigns; for which payment well and truly to be
made, we bind ourselves, our heirs, executors and administrators, successors, or assigns,
jointly and severally, firmly by these present.
THE CONDITION OF THIS OBLIGATION IS SUCH, that if the Principal, or the
Principal's heirs, executors, administrators, successors, or assigns, fail to abide by, and well
and truly keep and perform any or all the Work, covenants, conditions, and agreements in
the Agreement Documents and any alteration thereof made as therein provided on its part,
to be kept and performed at the time and in the manner therein specified, and in all respects
according to its true intent and meaning, or fails to indemnify, defend, and save harmless
the City of Newport Beach, its officers, employees and agents, as therein stipulated, then,
Surety will faithfully perform the same, in an amount not exceeding the sum specified in this
Bond; otherwise this obligation shall become null and void.
As a part of the obligation secured hereby, and in addition to the face amount
specified in this Performance Bond, there shall be included costs and reasonable expenses
and fees, including reasonable attorneys fees, incurred by City, only in the event City is
required to bring an action in law or equity against Surety to enforce the obligations of this
Bond.
Surety, for value received, stipulates and agrees that no change, extension of time,
alterations or additions to the terms of the Agreement or to the Work to be performed
thereunder shall in any way affect its obligations on this Bond, and it does hereby waive
notice of any such change, extension of time, alterations or additions of the Agreement or
to the Work or to the specifications.
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page D-1
10-36
This Faithful Performance Bond shall be extended and maintained by the Principal
in full force and effect for one (1) year following the date of formal acceptance of the Project
by City.
In the event that the Principal executed this bond as an individual, it is agreed that
the death of any such Principal shall not exonerate the Surety from its obligations under this
Bond.
IN WITNESS WHEREOF, this instrument has been duly executed by the Principal
and Surety above named, on the day of , 20
Name of Contractor (Principal)
Name of Surety
Address of Surety
Telephone
Authorized Signature/Title
Authorized Agent Signature
Print Name and Title
NOTARYACKNOWLEDGMENTS OF
CONTRACTOR AND SURETY MUST BE ATTACHED
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS
Page D-2
10-37
ACKNOWLEDGMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
State of California
County of }ss.
On 20 before me,
Notary Public, personally appeared
, who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature
ACKNOWLEDGMENT
A notary public or other officer completing this certificate
verifies only the identity of the individual who signed the
document to which this certificate is attached, and not
the truthfulness, accuracy, or validity of that document.
State
County of }ss.
On
(seal)
of California
20 before me,
Notary Public, personally appeared
who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in
his/her/their authorized capacity(ies), and that by his/her/their signatures(s) on the instrument the
person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my hand and official seal.
Signature (seal)
SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page D-3
10-38
ATTACHMENT B
EQUIPMENT LEASE AGREEMENT
BETWEEN CITY OF NEWPORT BEACH AND
SPECIAL ORDER SYSTEMS, INC. DBA
TEAMSOS
THIS EQUIPMENT LEASE AGREEMENT ("Agreement") is made and entered into
as of this 13th day of April, 2021 ("Effective Date") by and between the CITY OF
NEWPORT BEACH, a California municipal corporation and charter city ("City"), and
SPECIAL ORDER SYSTEMS, INC. a California corporation, doing business as
TEAMSOS ("TEAMSOS"), whose address is 3877 Shawn Way, Suite 200, Loomis, CA
95650, and is made with reference to the following:
RECITALS
A. TEAMSOS owns the wireless mesh networks utilized for the Lifeguard Tower
communications system (collectively, the "Equipment").
B. City has requested to utilize TEAMSOS's Equipment to assist City with its wireless
phone system for Lifeguard towers.
C. City and TEAMSOS desire to enter this Agreement to lease the Equipment
pursuant to the terms and conditions set forth in this Agreement.
D. TEAMSOS's wireless phone system is unique, proprietary, and TEAMSOS is the
sole source for its system.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on June 1St, 2021, and shall
terminate on May 31St, 2026, unless terminated earlier as set forth herein.
2. COMPENSATION
2.1 City shall pay TEAMSOS on a flat rate basis in accordance with the
provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit A
and incorporated herein by reference. TEAMSOS's compensation under this Agreement,
including all reimbursable items shall not exceed Five Hundred Five Thousand Dollars
and 00/100 ($505,000.00), without prior written authorization from City. No rate changes
shall be made during the term of this Agreement without the prior written approval of City.
2.2 TEAMSOS shall submit monthly invoices to City. TEAMSOS's bills shall
include the monthly lease rate and a description of any reimbursable expenditures. City
shall pay SOS no later than thirty (30) calendar days after approval of the monthly invoice
by City staff.
10-39
2.3 City shall reimburse TEAMSOS only for those costs or expenses
specifically identified in Exhibit A to this Agreement or specifically approved in writing in
advance by City.
3. ADMINISTRATION
This Agreement will be administered by the City Manager's Office. City's IT
Supervisor 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.
4. MAINTENANCE
Subject to Exhibit A, TEAMSOS shall provide any and all Equipment upkeep
and maintenance, including all wireless mesh networks, unless a written agreement
to the contrary signed by both parties prior to the repair is executed.
5. DAMAGE
Any damage to the Equipment caused by City shall be repaired by TEAMSOS
and charged back to City, subject to the Compensation limit in Section 2. Upon the
expiration of the Term of the Agreement, City shall return Equipment to TEAMSOS
in good condition. Normal wear and tear shall be expected and will not be charged
back to City.
6. HOLD HARMLESS
6.1 To the fullest extent permitted by law, SOS 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 SOS's presence or activities conducted on the Project
(including the negligent, reckless, and/or willful acts, errors and/or omissions of SOS, 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).
6.2 Notwithstanding the foregoing, nothing herein shall be construed to require
SOS 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
10-40
upon the amount of indemnification to be provided by SOS.
7. INSURANCE
Prior to the Effective Date, City 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 B, and incorporated herein by
reference.
8. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, SOS 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
SOS in writing as unsettled at the time of its final request for payment. SOS and City
expressly agree that in addition to any claims filing requirements set forth in the
Agreement, SOS shall be required to file any claim SOS may have against City in strict
conformance with the Government Claims Act (Government Code sections 900 etseq.).
9. TERMINATION
9.1 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 seven (7) calendar days, or if more than seven (7) calendar days are reasonably
required to cure the default and the defaulting party fails to give adequate assurance of
due performance within seven (7) calendar 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.
9.2 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 thirty (30) calendar days' prior written notice to SOS. In the event of
termination under this Section, City shall pay SOS for the monthly lease rate and costs
incurred up to the effective date of termination for which SOS has not been previously paid.
10-41
10. NOTICES
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. All notices, demands, requests or approvals shall be
addressed as follows:
To CITY:
Attn: Micheal Wojciechowski
IT Supervisor
City of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92658
To TEAMSOS:
Attn: Lawrence McNutt
TEAMSOS
3877 Shawn Way, Suite 200
Loomis, CA 95650
11. STANDARD PROVISIONS
11.1 Recitals. City and SOS acknowledge that the above Recitals are true and
correct and are hereby incorporated by reference into this Agreement.
11.2 Compliance with all Laws. SOS 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 SOS 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.
11.3 Assignments. Neither party shall assign its performance of this Agreement,
nor any party thereof, without the prior consent of the non -assigning party.
11.4 Governing 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.
11.5 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.
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11.6 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.
11.7 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.
11.8 Amendments. This Agreement may be modified or amended only by a written
document executed by both TEAMSOS and City and approved as to form by the City
Attorney.
11.9 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.
11.10 Equal Opportunity Employ. 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.
11.11 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.
11.12 No Attorney's Fees. In the event of any dispute or legal action arising under this
Agreement, the prevailing party shall not be entitled to attorney's fees.
11.13 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.
CITY OF NEWPORT BEACH, SPECIAL ORDER SYSTEMS, INC. a
a California municipal corporation California corporation, doing business as
TEAMSOS
Date: Date:
Grace K. Leung
City Manager
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date:
By:
Aaron C. Harp
City Attorney
ATTEST:
Date:
By:
Leilani I. Brown
City Clerk
Attachments
By:
Lawrence Edward, Jr. McNutt
Chief Executive Officer/
Chief Financial Officer
[END OF SIGNATURES]
Exhibit A- Schedule of Billing Rates
Exhibit B - Insurance Requirements
10-44
EXHIBIT A
SCHEDULE OF BILLING RATES
10-45
Scope of services includes:
• Special Order Systems, Inc., doing business as "TEAMSOS" shall provide to City:
• Fully staffed helpdesk support with managed/monitored infrastructure
o Available 24x7x365
o On-call afterhours emergency support, 7 days a week.
o Onsite support for Lifeguard tower issues, excluding ruggedized phone support
■ Newport has opted to support tower phone issues to reduce overall costs
• Proactive monitoring and alerting
• Device maintenance, updates patching as needed
• System upgrades
• Annual Lifeguard Tower Roll -On Support Services
o Inspection of all installed equipment
o Re -aligning wireless antennas as necessary
o Cleaning Lifeguard tower phones to remove any residue/corrosion
o Replacement of any malfunctioning components in the SEACOM solution
Covered Eauinment - SEACOM sunnort/coveraee includes the followin
o Complete wireless mesh network to up to thirty-nin (39) Lifeguard (LG) towers and one (1) Lifeguard
Headquarters (LGHQ)
■ Connectivity and performance is provided and maintained
o Technology includes:
■ Solar power solution installed on each tower
■ Wi-Fi infrastructure installed on each tower and the HQ/Dispatch
• Ruggedized wireless access point and Antenna's
■ Network switching infrastructure installed at each tower
■ UPS/Batteries installed at each tower
■ Router and Firewall at the HQ/dispatch facility
■ Conduit and cabling
10-46
This SEACOM Solution Services Agreement includes the monthly costs associated with the management and support all
aspects of the customized SEACOM solution. Newport Beach and TEAMSOS have met and discussed a solution that will
utilize NB's IT staff for tier 1 support and leverage the existing Cisco UC hardware in an effort to meet budgetary
guidelines.
Agreement pricing:
• Ongoing proactive Management and Monitoring of the solution
o NB IT staff will provide tier 1 support
• Annual tower roll-on support services
• SEACOM Support Center
o Trained Support Desk Agents
o Fully staffed help desk 24 x 7 x 365 availability
o On-call afterhours emergency support, 7 days a week
o Onsite Break -Fix
Total Monthly Costs (60 -month Term) ..............................$ 196.56 per Lifeguard Tower (GT)/Lifeguard
Headquarters Headquarters (LGHQ)
Total Not -to -Exceed: $$505,000.00
Contract Term:
After towers are deployed and brought online, monthly billing will begin. Billing will happen at the 1St of the month following
the tower deployment. The duration of this agreement is based on a minimum of 60 months and will automatically move to
a month to month service unless terminated in writing.
Rate Sheet:
All pricing for support is included at a monthly fee.
City shall pay TEAMSOS Seven Thousand Six Hundred Sixty Five Dollars and 84/100 ($7,665.84) per month, to utilize
TEAMSOS's Equipment to assist City with its wireless phone system for Lifeguard towers.
The total cost for this entire Agreement shall not exceed Five Hundred Five Thousand Dollars and 00/100 ($505,000.00)
SEACOM Agents in the help desk are $30.00/hr. SEACOM help desk supervisor(s) $40.00/hr. and onsite installation break -
fix support $115.00/hr. Complete TEAMSOS rate sheet is below:
10-47
TEAMSOS JOB CLASSIFICATION
STANDARD
Hourly Bill
Rate
MANAGE -Sm art
Standard
Maintenance
Labor Discount
10.00%
Contract Em argency
Contract Emergency OR AND Orrertime, or SOS
Overtime Hourly Bill Rate Holiday Hourly Bill Rate
Labor Discount Labor Discount
10.00% 10.00%
�,7 n U]-9-+9
Standard Rate - 10%
M S Contract Rate x 1.5
M S Contract Rate x 2
Customer Support Services
SH3 l 00
$76.50
$114.75
$153.00
MicrosdtEn ineer
5200.00
$180.00
$270.00
$360.00
Advanced Microsoft En ineer
$225.00
$202.50
$303.75
$405.00
TelecomE ng, ineer
$150.00
$135.00
$202.50
$270.00
Advanced Telecom
$195.00
$175.50
$263.25
$351.00
Cisco Voice Engineer
$205.00
$184.50
$276.75
$369.00
Advanced Cisco V6ce En ineer
$250.00
$225.00
$337.50
$450.00
Cisco CammnicatGnsDevelopment Fn ineer
$2T5 DG
$24750
$37125
$495 OG
Cisco Netmrk En ineer
$195.DG
$175.50
$26325
$351.00
Cisco Advanced Netmrk Engineer
$250.00
$225.00
$337.50
$450.00
Genesys Commnicabons Engineer
$20D.DG
$180.00
$270.00
$360.0D
Advanced Genesys Conrunicatons Engineer
$240.00
$216.00
$324.60
$432.00
Genesys Corrn-unications DevelomentEngineer
$275.00
$24750
$37125
$495.00
Project Mana er
$185.DG
$166.50
$249.75
$333.00
Security Service Engineer
$195.DG
$175.50
$26325
$351.00
Advanced Security Services Engineer
$225.00
$202.50
$303.75
$405.00
10-48
EXHIBIT B
INSURANCE REQUIREMENTS
Provision of Insurance. Without limiting TEAMSOS's indemnification of City, and
prior to commencement of Work, TEAMSOS 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. TEAMSOS agrees to
provide insurance in accordance with requirements set forth here. If TEAMSOS uses
existing coverage to comply and that coverage does not meet these requirements,
TEAMSOS 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 VI I (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. TEAMSOS 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.
TEAMSOS 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 and employees.
B. General Liability Insurance. TEAMSOS 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. TEAMSOS 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 TEAMSOS
arising out of or in connection with Work to be performed under this
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:
10-49
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
and employees or shall specifically allow TEAMSOS or others providing
insurance evidence in compliance with these requirements to waive their right
of recovery prior to a loss. TEAMSOS 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 and employees
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. TEAMSOS 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. The
certificates and endorsements for each insurance policy shall be signed by a
person authorized by that insurer to bind coverage on its behalf. At least
fifteen (15) days prior to the expiration of any such policy, evidence of
insurance showing that such insurance coverage has been renewed or
extended shall be filed with the City. If such coverage is cancelled or reduced,
TEAMSOS shall, within ten (10) days after receipt of written notice of such
cancellation or reduction of coverage, file with the City evidence of insurance
showing that the required insurance has been reinstated or has been provided
through another insurance company or companies. City reserves the right to
require complete, certified copies of all required insurance policies, at any
time.
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 TEAMSOS sixty (60) calendar days' advance written notice
10-50
of such change. If such change results in substantial additional cost to
TEAMSOS, City and TEAMSOS may renegotiate TEAMSOS's compensation.
C. Right to Review Subcontracts. TEAMSOS agrees that upon request, all
agreements with subcontractors or others with whom TEAMSOS enters into
contracts with on behalf of City will be submitted to City for review. Failure of
City to request copies of such agreements will not impose any liability on City,
or its employees. TEAMSOS shall require and verify that all subcontractors
maintain insurance meeting all the requirements stated herein, and
TEAMSOS shall ensure that City is an additional insured on insurance
required from subcontractors. For CGL coverage, subcontractors shall
provide coverage with a format at least as broad as CG 20 38 04 13.
D. Enforcement of Agreement Provisions. TEAMSOS acknowledges and agrees
that any actual or alleged failure on the part of City to inform TEAMSOS of
non-compliance with any requirement imposes no additional obligations on
City nor does it waive any rights hereunder.
E. 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 TEAMSOS maintains higher limits than the
minimums shown above, the City requires and shall be entitled to coverage
for higher limits maintained by the TEAMSOS. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage
shall be available to the City.
F. 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.
G. City Remedies for Non -Compliance. If TEAMSOS 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 TEAMSOS'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 TEAMSOS or reimbursed by
TEAMSOS upon demand.
H. Timely Notice of Claims. TEAMSOS shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from TEAMSOS's
performance under this Agreement, and that involve or may involve coverage
under any of the required liability policies. City assumes no obligation or
10-51
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.
TEAMSOS's Insurance. TEAMSOS shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of the
Work.
10-52
Q ��W PORT
City of Newport Beach
BUDGET AMENDMENT
c"�Faa"�P 2020-21 BA#: 21-035
Department: Fire
Requestor: Mary Locey
ONE TIME: M Yes ❑ No
ATTACHMENT C
Approvals
❑ CITY MANAGER'S APPROVAL ONLY 3/1 6l
Finance Director: Date
COUNCIL APPROVAL REQUIRED City Clerk: Date
EXPLANATION FOR REQUEST:
To transfer existing expenditure appropriations to the Information Technology Fund in order to fund the Lifeguard FZ] from existing budget appropriations
Tower Wireless Phone System. ❑ from additional estimated revenues
❑ from unappropriated fund balance
REVENUES
Fund #
Org
Object
Project Description
Increase or Decrease $
764
76499
691765
INTERFUND TRANSFERS - TRANSFER IN IT REPLACEMENT
50,000.00
764
76499
691010
INTERFUND TRANSFERS - TRANSFER IN GENERAL FUND
31,764.00
EXPENDITURES
Fund # Org Object
764 76420203 811008
765 17657653 1811008
Subtotal
Project Descri tion_
CITY MGR INFORMTN TECHNOLOGY - SERVICES PROFESSI
IT STRATEGIC - SERVICES PROFESSIONAL
$ 81,764.00
Increase or (Decrease) $
(65,000.00)
(50,000.00
010 01040405 811008 JUNIOR LIFEGUARDS - SERVICES PROFESSIONAL (2,416.00)
010 01040406 831002 LIFEGUARD OPERATIONS - UTILITIES TELEPHONE (29,348.00)
764 76420203 831001 CITY MGR INFORMTN TECHNOLOGY - TELECOMM DATALINE146,764.00
765 76599 991764 INTERFUND TRANSFERS -TRANSFER OUT IT ISF 50,000.00
010 ,01099 991765 IGENERAL FUND INTERFUND TRANSFR - TRANSFER OUT IT F 31,764.00
Subtotal $ 81,764.00
FUND BALANCE
Fund # Object Description Increase or Decrease $
765 300000 IT STRATEGIC FUND - FUND BALANCE CONTROL (50,000.00)
010
300000
GENERAL FUND - FUND BALANCE CONTROL
(31,764.00)
764
300000
IT ISF - FUND BALANCE CONTROL
81,764.00
10-53