HomeMy WebLinkAboutC-9466-1 - PSA for Computer Aided Dispatch (CAD) Software and SupportPROFESSIONAL SERVICES AGREEMENT
WITH WATCHTOWER SOLUTIONS, INC. FOR
U COMPUTER AIDED DISPATCH (CAD) SOFTWARE AND SUPPORT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
entered into as of this 18th day of September, 2023 ("Effective Date"), by and between
the CITY OF NEWPORT BEACH, a California municipal corporation and charter city
("City"), and WATCHTOWER SOLUTIONS, INC., a Delaware corporation ("Consultant"),
whose address is 17595 Harvard Avenue, Suite C-632, Irvine, California 92614, and is
made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant for the purchase of Computer Aided Dispatch
(CAD) software and related software support. ("Project").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties
as follows:
1. TERM
The term of this Agreement shall commence on the Effective Date, and shall
terminate on June 30, 2028, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ("Services"
or "Work"). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3. TIME OF PERFORMANCE
3.1 Time is of the essence in the performance of Services under this Agreement
and Consultant shall perform the Services in accordance with the schedule included in
Exhibit A. In the absence of a specific schedule, the Services shall be performed to
completion in a diligent and timely manner. The failure by Consultant to strictly adhere to
the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely
manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to -
exceed basis in accordance with the provisions of this Section and the Schedule of Billing
Rates attached hereto as Exhibit B and incorporated herein by reference. Consultant's
compensation for all Work performed in accordance with this Agreement, including all
reimbursable items and subconsultant fees, shall not exceed One Hundred Nineteen
Thousand Five Hundred Eleven Dollars and 00/100 ($119,511.00), without prior
written authorization from City. No billing rate changes shall be made during the term of
this Agreement without the prior written approval of City.
4.2 Consultant shall submit annual invoices to City. City shall pay Consultant
no later than thirty (30) calendar days after approval of the monthly invoice by City staff.
4.3 City shall reimburse Consultant only for those costs or expenses specifically
identified in Exhibit B to this Agreement or specifically approved in writing in advance by
City.
4.4 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the Project,
but which is not included within the Scope of Services and which the parties did not
reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
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5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated William Taormina to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project any
of its personnel assigned to the performance of Services upon written request of City.
Consultant warrants that it will continuously furnish the necessary personnel to complete
the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project Manager
and any other assigned staff shall be equipped with a cellular phone to communicate with
City staff. The Project Manager's cellular phone number shall be provided to City.
6. ADMINISTRATION
This Agreement will be administered by the City Manager. City's IT Manager or
designee shall be the Project Administrator and shall have the authority to act for City
under this Agreement. The Project Administrator shall represent City in all matters
pertaining to the Services to be rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all existing
relevant information on file at City. City will provide all such materials in a timely manner
so as not to cause delays in Consultant's Work schedule.
8. STANDARD OF CARE
8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with community professional standards
and with the ordinary degree of skill and care that would be used by other reasonably
competent practitioners of the same discipline under similar circumstances. All Services
shall be performed by qualified and experienced personnel who are not employed by City.
By delivery of completed Work, Consultant certifies that the Work conforms to the
requirements of this Agreement, all applicable federal, state and local laws, and legally
recognized professional standards.
8.2 Consultant represents and warrants to City that it has, shall obtain, and shall
keep in full force and effect during the term hereof, at its sole cost and expense, all
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licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate
(directly or indirectly) to any breach of the terms and conditions of this Agreement, any
Work performed or Services provided under this Agreement including, without limitation,
defects in workmanship or materials or Consultant's presence or activities conducted on
the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions
of Consultant, its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for whose acts
they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the sole
negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall
be construed as authorizing any award of attorneys' fees in any action on or to enforce
the terms of this Agreement. This indemnity shall apply to all claims and liability
regardless of whether any insurance policies are applicable. The policy limits do not act
as a limitation upon the amount of indemnification to be provided by Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No civil
service status or other right of employment shall accrue to Consultant or its employees.
Nothing in this Agreement shall be deemed to constitute approval for Consultant or any
of Consultant's employees or agents, to be the agents or employees of City. Consultant
shall have the responsibility for and control over the means of performing the Work,
provided that Consultant is in compliance with the terms of this Agreement. Anything in
Watchtower Solutions, Inc. Page 4
this Agreement that may appear to give City the right to direct Consultant as to the details
of the performance of the Work or to exercise a measure of control over Consultant shall
mean only that Consultant shall follow the desires of City with respect to the results of the
Services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in order
to ensure the Project proceeds in a manner consistent with City goals and policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the term
of this Agreement or for other periods as specified in this Agreement, policies of insurance
of the type, amounts, terms and conditions described in the Insurance Requirements
attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall be
construed as an assignment: The sale, assignment, transfer or other disposition of any
of the issued and outstanding capital stock of Consultant, or of the interest of any general
partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or
joint -venture or syndicate or co -tenancy, which shall result in changing the control of
Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five
percent (25%) or more of the assets of the corporation, partnership or joint -venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
Watchtower Solutions, Inc. Page 5
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such subcontractor
other than as otherwise required by law. City is an intended beneficiary of any Work
performed by the subcontractor for purposes of establishing a duty of care between the
subcontractor and City. Except as specifically authorized herein, the Services to be
provided under this Agreement shall not be otherwise assigned, transferred, contracted
or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other writing
produced, including but not limited to, websites, blogs, social media accounts and
applications (hereinafter "Documents"), prepared or caused to be prepared by Consultant,
its officers, employees, agents and subcontractors, in the course of implementing this
Agreement, shall become the exclusive property of City, and City shall have the sole right
to use such materials in its discretion without further compensation to Consultant or any
other party. Additionally, all material posted in cyberspace by Consultant, its officers,
employees, agents and subcontractors, in the course of implementing this Agreement,
shall become the exclusive property of City, and City shall have the sole right to use such
materials in its discretion without further compensation to Consultant or any other party.
Consultant shall, at Consultant's expense, provide such Documents, including all logins
and password information to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by Consultant
pursuant to this Agreement are not intended or represented to be suitable for reuse by
City or others on any other project. Any use of completed Documents for other projects
and any use of incomplete Documents without specific written authorization from
Consultant will be at City's sole risk and without liability to Consultant. Further, any and
all liability arising out of changes made to Consultant's deliverables under this Agreement
by City or persons other than Consultant is waived against Consultant, and City assumes
full responsibility for such changes unless City has given Consultant prior notice and has
received from Consultant written consent for such changes.
17.3 All written documents shall be transmitted to City in formats compatible with
Microsoft Office and/or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept confidential
unless City expressly authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including costs,
contained in Consultant's Documents provided under this Agreement.
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20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period of three (3) years,
or for any longer period required by law, from the date of final payment to Consultant
under this Agreement. All such records and invoices shall be clearly identifiable.
Consultant shall allow a representative of City to examine, audit and make transcripts or
copies of such records and invoices during regular business hours. Consultant shall allow
inspection of all Work, data, Documents, proceedings and activities related to the
Agreement for a period of three (3) years from the date of final payment to Consultant
under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall not
discontinue Work as a result of such withholding. Consultant shall have an immediate
right to appeal to the City Manager or designee with respect to such disputed sums.
Consultant shall be entitled to receive interest on any withheld sums at the rate of return
that City earned on its investments during the time period, from the date of withholding of
any amounts found to have been improperly withheld.
22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would have
resulted if there were not errors or omissions in the Work accomplished by Consultant,
the additional design, construction and/or restoration expense shall be borne by
Consultant. Nothing in this Section is intended to limit City's rights under the law or any
other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et
seq., 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.
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24.2 If subject to the Act and/or Government Code §§ 1090 et seq., Consultant
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. Consultant shall
indemnify and hold harmless City for any and all claims for damages resulting from
Consultant's violation of this Section.
25. NOTICES
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first-
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Information Technology Manager
City Manager's Office — Information Technology Division
City of Newport Beach
100 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
Attn: William Taormina
Watchtower Solutions, Inc.
17595 Harvard Avenue, Suite C-632
Irvine, CA 92614
26. CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in writing,
all claims for compensation under or arising out of this Agreement. Consultant's
acceptance of the final payment shall constitute a waiver of all claims for compensation
under or arising out of this Agreement except those previously made in writing and
identified by Consultant in writing as unsettled at the time of its final request for payment.
Consultant and City expressly agree that in addition to any claims filing requirements set
forth in the Agreement, Consultant shall be required to file any claim Consultant may have
against City in strict conformance with the Government Claims Act (Government Code
sections 900 et seq.).
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27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the provisions
of this Agreement at the time and in the manner required, that party shall be deemed in
default in the performance of this Agreement. If such default is not cured within a period
of two (2) calendar days, or if more than two (2) calendar days are reasonably required
to cure the default and the defaulting party fails to give adequate assurance of due
performance within two (2) 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.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of termination, Consultant
shall deliver to City all reports, Documents and other information developed or
accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are true
and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether of the
same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged herein.
No verbal agreement or implied covenant shall be held to vary the provisions herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
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28.6 Interpretation. The terms of this Agreement shall be construed in
accordance with the meaning of the language used and shall not be construed for or
against either party by reason of the authorship of the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments. This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall govern
this Agreement and all matters relating to it and any action brought relating to this
Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because race, religious creed, color, national origin,
ancestry, physical handicap, medical condition, marital status, sex, sexual orientation,
age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising under
this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date: `?/ It/?3 ,
By:1
ron C. Harp cil" /23 wc-
City Attorney
ATTEST:
Date: A � �J
A
liffi ,
:.
City Clerk
CITY OF NEWPORT BEACH,
a California mun cipal corporation
Date: l t I ( 3I 2y2 3
By:
K. Leung
Manager
CONSULTANT: Watchtower Solutions,
Inc., a Delaware corporation
Date:
Signed in Counterpart
Bv:
Trevor Heath
Chief Executive Officer
Date:
Signed in Counterpart
By:
David Rodriguez
Secretary
[END OF SIGNATURES]
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
Watchtower Solutions, Inc. Page 11
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the dates written below.
By: J' M ( �*il r�o—n,C, Harp,�,O _ i Z5
City Attorney
ATTEST:
late� . . . . . ......... . . . ........... . .... .
CITY OF NEWPORT BEACA,
a California municipal corporation
Date:
By:
Gracul e K. Leung
City Manager
CONSULTANT: Watchtower Solutions,
Inc., a Delaware corporation
Date: q/ia/-p?
By: By:v�
Leilani 1. Brown Trevor Heath
City Clerk Chief Executive Officer
Date:-1,1-q1,t-1,yA.-5 ..........
By:
David Rodriguez
Secretary
i -Tkm ggawl]
Attachments', Exhibit A - Scope of Services
Exhibit B - Schedule of Bng Rat
Exhibit C - Insurance Requiremenj
Watchtower Solutions, Inc. Page 11
EXHIBIT A
SCOPE OF SERVICES
Watchtower Solutions, Inc. Page A-1
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public beach visits are protected using the Watchtower platform. As
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Agency Discovery
Agency Name: Newport Beach Marine Safety
Agency Address: 70 Newport Pier, Newport Beach, CA 92663
Agency Phone: (949) 644-3047
https://www.newportbeachca.
Web: aov/government/departments/fire-department/marine-
operations-division
Name:
Title:
Email:
Phone
Number of Permanent Guards:
Number of Seasonal Guards:
Number of Admin Staff & Other:
Miles of Beach:
North / West Boundary:
South / East Boundary:
Parent Agency:
Report Generation Style:
Existing Software Stack:
Intra-Agency Communication:
Scheduling:
Timekeeping:
Public Education
Statistics Gathering:
Brian O'Rourke
Chief Lifeguard
(949) 644-3047
25-35 Annual Attendance
140-160 Rescues per Year:
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Number of Trucks:
Number ofATV's:
Number of Boats:
Season Type
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4,867
224,621
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Training:
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Dispatch:
Telecommunications:
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Platform Deployment Blueprint
1
Incident Data Collection
Guards
End -of -Day Collection: Prevents and Pub Eds
Start -of -Day Collection: Training and Operational
Real-time Collection: Rescue / Major Medical
Dispatch Mobile Units
Rescues Rescue
Major Medical Major Medical
Missing Person Patient Care
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Response and Incident Training
Fitness and Conditioning
Truck and Equipment Checklists
Tower Open / Close Checklist
Time In / Time Out
Rip Reports
Surf Reports
Custom Operational Forms
Custom Operational Workflow
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HQ Desktop
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touchscreen
desktop with full
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2 Data Collection Protocol
Guards Mobile Units
III
Open / Close Shift Mobile Response
Push to Radio Patient Care
In -Tower Mobile Dispatch
Real -Time Radio
Desktop Keyboard
Response Times
Outside Agency
1'' Legacy Import
4 Platform Modules Deployed
Incident Capture
Reporting Analytics
Dispatch
Agency Comms
Public Safety Dashboard
Operational Forms
Pulse Dashboard
Public Broadcast
6 Reporting Requirements
Critical Incident Notifications
Daily Summary Reports
Weekly Activity Breakdowns
Monthly Trend Analysis
Annual Agency -wide Comprehensive
USLA - Mandated Annual Reporting
Public Relations and Media
Individual Guard Performance Reports
Operational Reports Asset Status
8
Platform User Types
Guard User
End -of -Day Collection: Prevents and Pub Eds
Admin User
Audit and modify incidents, Generate Reports,
Manage Public Safety Dashboard
Multi -Agency Super Admin User
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Platform Deployment Timeline
Timeline
Agency Background Interview 8/1/2022
Needs Analysis & Goals Summary 8/1/2022
Process Snapshot - Current 8/1/2022
Operating Metrics Snapshot - Current 8/1/2022
Technology Stack Analysis - Current 8/1/2022
Statistical Model - Current 8/1/2022
Platform Design and Creation (Beta)
8/1/2022
Dashboard Design and Creation (Beta)
8/1/2022
Platform Delivery
8/1/2022
Preliminary Agency -led Stat Submissions
8/1/2022
Comprehensive Stakeholder Training
8/8/2022
Beta Test Launch
8/22/2022
Beta Test Checkin
9/21/2022
Digital User Survey Distributed 11/20/2022
End -Of -Beta Summary Report 11/27/2022
Operating Metrics Improvements / Comparison, Survey Results 11/27/2022
Final Debrief & End of Beta - Feedback and Improvement Workshop 11/27/2022
Go -Forward Commitment 4/16/2023
Administrative Paperwork and Contract 4/23/2023
Agency -wide Training 5/3/2023
Platform Modifications and Polish 5/6/2023
Go -Live Date Set 5/13/2023
Full-scale Platform Deployment 5/20/2023
Deployment Checkin and Data Quality Review 6/3/2023
Dashboard Deployment Workshop 6/3/2023
Dashboard Training 6/3/2023
Public Dashboard Launch and Press Release 6/17/2023
Full-scale Dashboard Deployment 6/17/2023
Status
Newport Beach Marine Safety
Awatchtower
Service Terms
Agency InformationQuote
Agency Address: 70 Newport Pier, Newport Beach, CA 92663 Invoice Date:
Agency Phone: (949) 644-3047 Valid Until:
Primary Contact: Brian O'Rourke Invoice #:
Primary Email: - Customer ID:
Platform Setup, Onboarding, and Training:
Roster Upload and Platform Setup Included
Starting Performance Metrics and Strategic Analysis Included
Team Video conference and/or In -person Platform Training Included
Platform Training Video Repository Included
FAQ & Knowledge Documents Included
USLA Year End Data and Report Generation Included
Technology Reliability:
99% Uptime Guarantee, Redundant Nightly Data Backups Included
Redundant Nightly Data Backups Included
Industry Standard Best -Practice Technology Infrastructure Included
Nondisruptive Periodic Service Hours (10:OOPM - 4:OOAM PST) Included
Account Management:
Dedicated Account Manager Included
Dedicated Engineering Team Included
Annual Account Review Included
Technical and Operational Support:
Some photo and videos may be requested by Watchtower Included
Email Support: 9:OOAM - 6:OOPM PST (Monday - Friday) Included
Phone Support: 9:OOAM - 6:OOPM PST (Monday - Friday) Included
In -Person Support: As Needed Included
Watchtower Inc. - 17595 Harvard Ave, Irvine CA 92614 - Suite # C-632
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SOFTWARE AGREEMENT & SERVICE CONTRACT
GENERAL PROVISIONS
PLEASE READ THIS AGREEMENT BEFORE USING WATCHTOWER'S SERVICES. BY ACCESSING OR
USING WATCHTOWER INCIDENT RESPONSE AND DISPATCH SOFTWARE, YOU ("the Customer')
SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This Software as a Service Agreement ("Agreement") is entered into between Customer and Watchtower Solutions,
Inc, a Delaware corporation ("Watchtower"), with its principal place of business at 17595 Harvard Ave Ste #C-632
Irvine, CA 92614. Watchtower and Customer agree that the following terms and conditions will apply to the services
provided under this Agreement and Orders placed thereunder.
1. SAAS SERVICES
During the Subscription Term, Customer will receive a nonexclusive, non -assignable, royalty free, worldwide right to
access and use the SaaS Services solely for your internal business operations subject to the terms of this Agreement
2. ORDERS AND PAYMENT
Invoicing and Payment. Watchtower shall invoice Customer on an annual Schedule. Customer shall pay all invoices
within 30 days. Except as expressly provided otherwise, fees are non-refundable. All fees are stated in United States
Dollars, and must be paid by Customer to Watchtower in United States Dollars.
3. TERM AND TERMINATION
Suspension for Non -Payment. Watchtower reserves the right to suspend delivery of the SaaS Services if Customer fails
to timely pay any undisputed amounts due to Watchtower under this SaaS Agreement, but only after Watchtower
notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the SaaS Services shall
not release Customer of its payment obligations under this SaaS Agreement. Customer agrees that Watchtower shall
not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to
suspension of the SaaS Services resulting from Customer's nonpayment.
4. WARRANTIES
Warranty. Watchtower represents and warrants that it will provide the SaaS Services in a professional manner
consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the
Documentation.
WATCHTOWER NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE
OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS -FREE OR ERROR -FREE,
NOR SHALL WATCHTOWER OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED
ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER'S OR ANY USER'S DATA, FILES, OR PROGRAMS.
5. LIMITATIONS OF LIABILITY
WATCHTOWER'S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS SAAS AGREEMENT, REGARDLESS OF
THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL NOT EXCEED THE EXTENT OF COVERAGE
PROVIDED BY WATCHTOWER'S INSURANCE POLICIES, OR IN THE EVENT SAID INSURANCE POLICIES DO
NOT PROVIDE COVERAGE, 50% OF THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS SAAS
AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE.
6. RESTRICTIONS
Customer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the
SaaS Services available to any person other than authorized users, (iii) modify or create derivative works based upon
the SaaS Services or Documentation, (iv) remove, modify or obscure any copyright, trademark or other proprietary
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notices contained in the software used to provide the SaaS Services or in the Documentation, (v) reverse engineer,
decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS
Services, except and only to the extent such activity is expressly permitted by applicable law, or (vi) access the SaaS
Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited
licenses granted herein, Watchtower shall own all right, title and interest in and to the Software, services,
Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements,
upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to
assign all right, title and interest it may have in the foregoing to Watchtower.
7. CONFIDENTIALITY
During the term of this SaaS Agreement and for 5 years thereafter (perpetually in the case of software), each party shall
treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to
exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential
Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but
not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent
the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual
or suspected misuse or unauthorized disclosure of the other party's Confidential Information. Neither party shall reverse
engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's
Confidential Information and which are provided to the party hereunder.
8. GENERAL PROVISIONS
8.1 Non -Exclusive Service. Customer acknowledges that SaaS services are provided on a non-exclusive basis.
Nothing shall be deemed to prevent or restrict Watchtower's ability to provide the SaaS Services or other technology,
including any features or functionality first developed for Customer, to other parties.
8.2 Customer Data. Customer hereby acknowledges and agrees that Watchtower's performance of this SaaS
Agreement may require Watchtower to process and/or store Customer data. By submitting data to Watchtower,
Customer agrees that Watchtower and its Affiliates may process and/or store data only to the extent necessary for, and
for the sole purpose of, enabling Watchtower to perform its obligations to under this SaaS Agreement. Customer agrees
to obtain all necessary consents and make all necessary disclosures before including Data in Content and using the
Enabling Software and Watchtower SaaS. Customer is solely responsible for determining the purposes and means of
processing Customer Data by Watchtower under this Agreement, including that such processing according to
Customer's instructions will not place Watchtower in breach of applicable data protection laws. Prior to processing,
Customer will inform Watchtower about any special categories of data contained within Customer Data and any
restrictions or special requirements in the processing of such special categories of data. Customer is responsible for
ensuring that the Watchtower SaaS meets such restrictions or special requirements.
8.2.1 Data Preservation - Watchtower Core.
Incident -level data and all other forms of data relating to Watchtower Core, (Incident, Dispatch, Analytics) will be
retained and accessible while the customer maintains an active Watchtower License contract. If for any reason
the Watchtower SaaS contract is terminated, customer data will be made available, in standard format, within
30 days of termination. Additionally, customer data is also retained and preserved following delivery of
requested data, for an additional 30 days.
8.2.2 Data Preservation - Communications Module and all Other Modules.
All digital media assets uploaded to, or facilitated by, the Watchtower Communications Module, will have an
immediately retrievable lifespan of 12 months from the date uploaded, on a monthly rolling basis. Thereafter,
data retrieval and preservation is the responsibility of the customer. If the customer desires to retain module
data for longer than the allotted 12 months, written or electronic notice must be provided to Watchtower no less
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than 60 days prior to contract or license expiration. The customer may choose to engage Watchtower to
maintain this data at an additional cost, or to make data storage accommodations in their own regard.
8.3 Watchtower Data Obligations. In performing the SaaS Services, Watchtower will comply with the Watchtower
Privacy Policy, which is available at tinvurl.com/v6smmal4The Watchtower Services Privacy Policy is subject to change
at Watchtower's discretion; however, Watchtower policy changes will not result in a material reduction in the level of
protection provided for Customer data during the period for which fees for the services have been paid. Watchtower
reserves the right to provide the SaaS Services from Host locations, and/or through use of subcontractors, worldwide.
Watchtower will only process Customer Data in a manner that is reasonably necessary to provide SaaS Services and
only for that purpose. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness and retains ownership of all of data.
8.4 Reserved.
8.5 Statistical Information. Watchtower may anonymously compile statistical information related to the performance of
the Services for purposes of improving the SaaS service. Watchtower may also anonymously compile incident reporting
and dispatch information, provided that such information does not identify Customer's data or include Customer's name.
8.6 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that,
such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of
causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God,
strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.
8.7 Severability. If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed
to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Agreement shall
remain in full force.
8.8 Dispute Resolution. Customer's satisfaction is an important objective to Watchtower in performing its obligations
under this SaaS Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties
relating to the interpretation or performance of this SaaS Agreement or the grounds for the termination hereof, the
parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with
decision -making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to
pursuing other available remedies. If, within 15 days after such meeting, the parties have not succeeded in resolving the
dispute, either party may protect its interests by any lawful means available to it.
8.9 Service Level Agreement. The Watchtower Incident Reporting and Dispatch SaaS will achieve System Availability
of at least 99.5% during each calendar year of the Subscription Term. "System Availability" means the number of
minutes in a year that the key components of the SaaS Services are operational as a percentage of the total number of
minutes in such year, excluding downtime resulting from (a) scheduled maintenance, (b) events of Force Majeure in the
SaaS Agreement), (c) malicious attacks on the system, (d) issues associated with the Customer's computing devices,
local area networks or internet service provider connections, or (e) inability to deliver services because of acts or
omissions of Customer. Watchtower reserves the right to take the Service offline for scheduled maintenance for which
Customer has been provided reasonable notice and Watchtower reserves the right to change its maintenance window
upon prior notice to Customer.
8.10 Reserved.
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Support and Maintenance
1. Support and Maintenance Services Support and Maintenance Services are included in the SaaS Service
subscription in Exhibit A and entitles Customer to the following:
(a) Telephone or electronic support in order to help Customer locate and correct problems with the Software. (b) Bug fixes
and code corrections to correct Software malfunctions in order to bring such Software into substantial
conformity with the operating specifications. (c) All extensions, enhancements and other changes that Watchtower, at its
sole discretion, makes or adds to the Software and which Watchtower furnishes, without charge, to all other Subscribers of
the SaaS Service.
2. Response and Resolution Goals "Business hours" 8am-6pm PST, Monday thru Friday, except holidays.
Problem Severity
Response
Goals
Resolution Goals
Upon confirmation of receipt, a Watchtower support
personnel begins continuous work on the Problem, and a
1. The production system is
Watchtower will
customer resource must be available at any time to assist
creating a significant impact to the
Respond within
with problem determination. Customer Support will provide
Customer's business function
4 business
reasonable effort for Workaround or Fix within 24 hours,
preventing that function from being
hours.
once the Problem is reproducible or once we have identified
executed.
the Software defect. Watchtower may incorporate Fix in
future release of software.
2. The production system or
Watchtower will
Customer Support will provide reasonable effort for
application is moderately affected.
Respond within
Workaround or Fix within 7 business days, once the Problem
There is no workaround currently
$business
is reproducible. Watchtower may incorporate fix in future
available or the workaround is
hours.
release of software.
cumbersome to use.
3. The production system or
application issue is not critical: no
Customer Support will provide reasonable effort for
data has been lost, and the system
Watchtower will
Workaround or Fix within 10 business days, once the
has not failed. The issue has been
Respond within
Problem is reproducible. Watchtower may incorporate Fix in
identified and does not hinder
16 business
future release of software.
normal operation, or the situation
hours.
may be temporarily circumvented
using an available workaround.
4. Non -critical issues, general
Watchtower will
Respond within
Resolution of Problem may appear in future release of
questions, enhancement requests,
48 business
software.
or the functionality does not match
documented specifications.
hours.
EXHIBIT B
SCHEDULE OF BILLING RATES
Watchtower Solutions, Inc. Page B-1
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2023
Incident Capture
Reporting and Analytics
Dispatch
Agency Comms
Operational Forms
Pulse Compliance
Public Safety Dashboard
Public Broadcast
2024
Incident Capture
Reporting and Analytics
Dispatch
Agency Comms
Operational Forms
Pulse Compliance
Public Safety Dashboard
Public Broadcast
2025
Incident Capture
Reporting and Analytics
Dispatch
Agency Comms
Operational Forms
Pulse Compliance
Public Safety Dashboard
Public Broadcast
2026
Incident Capture
Reporting and Analytics
Dispatch
Agency Comms
Operational Forms
Pulse Compliance
Public Safety Dashboard
Public Broadcast
2027
Incident Capture
Reporting and Analytics
Dispatch
Agency Comms
Operational Forms
Pulse Compliance
Public Safety Dashboard
Public Broadcast
Newport Beach Marine Safety
Multi -year Term Breakdown
Module Activation Annual Annual .
Module Total Platform Total
$9,600
Included
$8, 000
FREE BETA 2023
FREE BETA 2023
FREE BETA 2023
Included
Included
$9, 879
Included
$8,320
$1,400
$2, 900
$1,500
Included
Included
$10, 274
Included
$8,653
$1,456
$3,016
$1,560
Included
Included
$10,685
Included
$8,999
$1,514
$3,137
$1,622
Included
Included
$11,113
Included
$9, 359
$1,575
$3, 262
$1,687
Included
Included
$17,600
$23,999
$24,959
$25,957
$26,996
Watchtower Solutions, Inc. - 17595 Harvard Ave, Irvine CA 92614 - Suite # C-632
EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury by
disease in accordance with the laws of the State of California, Section 3700
of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its City Council, boards
and commissions, officers, agents, volunteers and employees.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, two million dollars ($2,000,000) general aggregate. The policy
shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract (including
the tort liability of another assumed in a business contract).
C. Automobile Liability Insurance. Consultant shall maintain automobile
insurance at least as broad as Insurance Services Office form CA 00 01
covering bodily injury and property damage for all activities of Consultant
arising out of or in connection with Work to be performed under this
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.
Watchtower Solutions, Inc. Page C-1
D. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and two million dollars
($2,000,000) in the aggregate. Any policy inception date, continuity date,
or retroactive date must be before the Effective Date of this Agreement and
Consultant agrees to maintain continuous coverage through a period no
less than three years after completion of the Services required by this
Agreement.
E. Cyber Liability Insurance. Consultant shall maintain cyber liability insurance
with limits of not less than one million dollars ($1,000,000) per occurrence
and two million dollars ($2,000,000) annual aggregate covering (1) all acts,
errors, omissions, negligence, infringement of intellectual property. (2)
network security and privacy risks, including but not limited to unauthorized
access, failure of security, breach of privacy perils, wrongful disclosure,
collection, or negligence in the handling of confidential information, privacy
perils, including coverage for related regulatory defense and penalties. (3)
data breach expenses payable whether incurred by City or Consultant,
including but not limited to consumer notification, whether or not required
by law, computer forensic investigations, public relations and crisis
management firm fees, credit file or identity monitoring or remediation
services in the performance of services for City or on behalf of City
hereunder.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation against
City, its City Council, boards and commissions, officers, agents, volunteers
and employees or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers from
each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but not
including professional liability, shall provide or be endorsed to provide that
City, its City Council, boards and commissions, officers, agents, volunteers
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
Watchtower Solutions, Inc. Page C-2
(10) calendar days' notice is required) or nonrenewal of coverage for each
required coverage.
5. Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance to
City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance certificates
and endorsement must be approved by City's Risk Manager prior to
commencement of performance. Current certification of insurance shall be
kept on file with City at all times during the term of this Agreement. 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, Consultant 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 Consultant sixty (60) calendar days' advance
written notice of such change. If such change results in substantial
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Right to Review Subcontracts. Consultant agrees that upon request, all
agreements with subcontractors or others with whom Consultant 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. Consultant shall require and verify that all
subcontractors maintain insurance meeting all the requirements stated
herein, and Consultant 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. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non-compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
Watchtower Solutions, Inc. Page C-3
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 Consultant maintains higher
limits than the minimums shown above, the City requires and shall be
entitled to coverage for higher limits maintained by the Consultant. Any
available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
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 Consultant or any subconsultant fails
to provide and maintain insurance as required herein, then City shall have
the right but not the obligation, to purchase such insurance, to terminate this
Agreement, or to suspend Consultant's right to proceed until proper
evidence of insurance is provided. Any amounts paid by City shall, at City's
sole option, be deducted from amounts payable to Consultant or reimbursed
by Consultant upon demand.
H. Timely Notice of Claims. Consultant shall give City prompt and timely notice
of claims made or suits instituted that arise out of or result from Consultant'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.
Consultant's Insurance. Consultant 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.
Watchtower Solutions, Inc. Page C-4
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