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HomeMy WebLinkAboutC-8668-1 - Installation Agreement for Lifeguard Tower CommunicationsINSTALLATION AGREEMENT WITH SPECIAL ORDER SYSTEMS, INC., DBA TEAMSOS FOR LIFEGUARD V TOWER COMMUNICATIONS THIS INSTALLATION AGREEMENT ("Agreement") is made and entered into as of this 24th day of May, 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 ("DBA") 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 . ollows: 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. DBA TEAMSOS Page 1 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 Maieure. 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 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 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 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 Page 5 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. SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page 6 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 Key Rating 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 SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page 7 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 seg., 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 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 Contractor for 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 familiar with the local conditions under which 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 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 Authori . 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 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 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 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 :_04f 21 By: 0�0 on C. Harp City Attorney ck ATTEST: Date: � - L. ^QA 1111J.� L Leilani 1. :. city :r ._� CITY OF NEWPORT BEACH, a California municipal corporation Date: MAY 2. g 2021 By: Gra Leung C' Manager CONTRACTOR: SPECIAL ORDER SYSTEMS, INC., a California corporation, doing business as ("DBA") TEAMSOS Date: Signed in Counterpart 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. DBA TEAMSOS Page 13 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: 04/ I /'a I By:�"� n M,�r) Von C. Harp City Attorney c� CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Grace K. Leung City Manager ATTEST: CONTRACTOR: SPECIAL ORDER Date: SYSTEMS, INC., a California corporation, doing business as ("DBA") TEAMSOS Date: — 2a 2 ( By: By: t Leilani I. Brown Lawrence Edward, Sr. Mc tt City Clerk Chief Executive Officer/ ecretary [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. ^DBA TEAMSOS Page 13 EXHIBIT A SCOPE OF SERVICES AND SCHEDULE OF BILLING RATES SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page A-1 Introduction TEAMSOS, a leader in solving business Challenges with advanced technology forover twenty-five years, provides this comprehensive cloud solution to the City TEAMSO.S 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 InnovativeTechnology Solutions 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 (SOV19 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 Page 1 of 10 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(a_newportbeachca.gov NAME: Joey Bensie TITLE: Senior Network Engineer OFFICE PHONE: (949)-644-3088 EMAIL.- NAME: MAIL: 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 team-sos.com 916-577-1703 Office Neal Morgan, Account Executive n_morgan(a)-team-sos.com 916-577-1743 Office 916-580-4931 Mobile Rob Thornton, Chief Technology Officer rthornton(D_team-sos.com 916-577-1745 Office 916-502-5315 Mobile Page 2 of 10 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 • 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 • 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. Page 5 of 10 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 City 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. o 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, City 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. o 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 Page 6 of 10 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. Page 7 of 10 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 Page 8 of 10 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 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: OMNIRCustor�nerSupport Services $85.00 STANDARD Emergency OR Overtime Hourly Bill Rate $127.50 STANDARD Emergency AND Ove rtim e, or TEAMSOS Holiday Hourly Bill Rate $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 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 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 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 judgment may be necessary for its proper protection and prosecution of the Work. SPECIAL ORDER SYSTEMS, INC.DBA TEAMSOS Page B-4 EXHIBIT C CITY OF NEWPORT BEACH BOND NO. UCSX372X3792 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, United Surety Insurance Company and General Reinsurance Corporation 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 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 3rd day of May '2021 . Special Order Systems, Inc. dba TEAMSOS Name of Contractor (Principal) United Surety Insurance Company and General Reinsurance Corporation Name of Surety 292 Newbury St. #105, Boston, MA 02115-2801 and 120 Long Ridge Road, Stamford, CT 06902 Address of Surety (617) 471-1112 Telephone Authorized/ ignature/T1 Authorized Agent Signature Kelly A. Specht, Attorney -in -Fact Print Name and Title NOTARY ACKNOWLEDGMENTS OF CONTRACTOR AND SURETY MUST BE ATTACHED APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date•r1- 11„'2,o 2-1 B%r 41L - Aaron C. Harp, City Attorney db,`xi SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page C-2 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 `. I ^ ` ` nf County of PketC.eC' }ss. California On 202 ( before me, Notary Public, personally appeared Lc.�r epee Mc r►u� t— Tr who proved to me on the basis of satisfactory evidence to be the erson(s' whose name( is s bscribed to the within instrument and acknowled Rd to me thattelsheMiey executed the same in ha4heir authorized capacity(ies), and that bApj5AiefMeir signatures(4)-on the instrument the person(ey, or the entity upon behalf of which the personkWacted, 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. STEVE RLITLEDGE Wi�S�and and official seal. a .z• COMM #2309083 NOTARY PUBLIC a CALIFORNIA y PLACERCGl1NTY / Commission Expires October 18, 2023 Signature (seal) tiy�•KK'r•1•.tiL•.wx.•.vb•� rxti. 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. 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 California All-Purpose Certificate of 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 Orange S.S. On May 3, 2021 before me, Bethany Mercer, Notary Public •i2n�c of ""Lally 111e personally appeared Kelly A. Specht 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 signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is BE-HANY MERCER C Notary Public - Catifor�jj a'� true and correct. 'Ifo"), Orange Co,nty Commission X 22 7129 WJTN ESUS Com ? my h and officials Y COMrr. Expires j4 27. 2021 OPTIONAL INFORMATION A )though the int rmation in this s, �ction is not requited by law, it could prevent fraudulent removal and reattachment of this acknowledg, ­nt to an unaut iorized document and may prove useful to persons relying on the attached document. rl-rl ­111 Description of ttached D current The preceding Certikicate-Qf nowledgment is attached to a Method of Signer Identification document titled/for the purpose of Proved to me on the basis of satisfactory evidence: Payment Bond#UCSX372X3792 form(s) of identification [-] credible witness(es) containing 3 pages, and dated May 3, 2021 Notarial event is detailed in notary journal on: The signer(s) capacity or authority is/are as: Page #_ Entry # D Individual(s) Notary contact: j Attorney-in-fact Ll Corporate Officer(s) i Other Additional Signer [J Signer(s) Thumbprints(s) --1 Guard ian/Conservator L-1 Partner - Limited/General -1 Trustee(s) i-7 Other: representing: United Surety Insurance Company and General Reinsurance Corporation UNITED CASUALTY AND SURETY INSURANCE COMPANY US Casualty and Surety Insurance Company United Surety Insurance Company POWER OF ATTORNEY Agency No. 171372 KNOW ALL MEN BY THESE PRESENTS: That United Casualty and Surety Insurance Company, a corporation of the State of Nebraska, and US Casualty and Surety Insurance Company and United Surety Insurance Company, assumed names of United Casualty and Surety Insurance Company (collectively, the Companies), do by these presents make, constitute and appoint: Kelly A. Specht, Kandis Gregory, Richard P. Ford, Thomas C. Buckner, Michael Herranen, Bethany Mercer, William Belpedio its true and lawful Attorney(s)-in-Fact, each in their separate capacity if more than one is named above, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings or other instruments or contracts ofsuretyship to include riders, amendments, and consents of surety. This Power of Attorney shall expire without further action on December 31", 2023. This Power of Attorney is granted under and by authority of the following resolutions adopted by the Board of Directors of the Companies at a meeting duly called and held on the 1" day of July, 1993: Resolved that the President, Treasurer, or Secretary be and they are hereby authorized and empowered to appoint Attorneys -in -Fact of the Company, in its name and as its acts to execute and acknowledge for and on its behalf as Surety any and all bonds, recognizances, contracts of indemnity, waivers of citation and all other writings obligatory in the nature thereof, with power to attach thereto the seal of the Company. Any such writings so executed by such Attorneys -in -Fact shall be binding upon the Company as if they had been duly executed and acknowledged by the regularly elected Officers of the Company in their own proper persons. That the signature of any officer authorized by Resolutions of this Board and the Company seal may be affixed by facsimile to any power of attorney or special power of attorney or certification of either given for the execution of any bond, undertaking, recognizance or otherwritten obligation in the nature thereof; such signature and seal, when so used being hereby adopted by the Company as the original signature of such officer and the original seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed and their corporate seals to be hereunto affixed, this 15th day of February, 2021. Commonwealth of Massachusetts County of Suffolk ss: On this 15th day of February, 2021, before me, Thomas P. Carrigan, Jr., a notary public, personally appeared Joel R. Chachkes, Treasurer of United Casualty and Surety Insurance Company, US Casualty and Surety Insurance Company and United Surety Insurance Company, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capaclty, and that by his signature on the instrument the person(s), or the entity on behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the Commonwealth of Massachusetts that the foregoing paragraph is true and correct. WITNESS my hand and seal. J®� THOMAS P. CARRIGAN, JR, //� �/ ✓`� (Seal ; Notary Public, Commonweahh of Massachusetts P i Thomas P. Carrigan, Jr., Notary Publ Commission Expires: 10/31 c1/2025 My Commission Expires October 31, 2025 I, Robert F. Thomas, Chief Operating Officer of United Casualty and Surety Insurance Company, US Casualty and Surety Insurance Company and United Surety Insurance Company do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Companies, which is still in full force and effect; furthermore, the resolutions of the Board of Directors, set out in the Power of Attorney are in full force and effect. In Witn Whereof, I have hereunto set my hand and affixxeed�the /seals of said Companies at Boston, Massachusetts this day of . Cor ate eats 'o' SEAL SEAL ''n, ?, S8AL //` Robert F. Thomas, Chief Operating Officer TO CONFIRM AUTHENTICITY OF THIS BOND OR DOCUMENT EMAIL: CONFIRMBOND@UNITEDCASUALTY.COM UNITED CASUALTY AND SURETY INSURANCE COMPANY OSUNETy�� "SVRETr.... gyp, US Casualty and Surety Insurance Company ;fir` �oX>ow,f': Y �a +>f ;m= ;W i �a••w„F " o` United Surety Insurance Company _ =S+ SEAL ?� p'r: z71, SEAL % J:...•nm pa'c '• SEAL 11E ;'.. gew rz�� nun ,16/el R. Chachkes, Treasurer Corporate Seals Commonwealth of Massachusetts County of Suffolk ss: On this 15th day of February, 2021, before me, Thomas P. Carrigan, Jr., a notary public, personally appeared Joel R. Chachkes, Treasurer of United Casualty and Surety Insurance Company, US Casualty and Surety Insurance Company and United Surety Insurance Company, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capaclty, and that by his signature on the instrument the person(s), or the entity on behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the Commonwealth of Massachusetts that the foregoing paragraph is true and correct. WITNESS my hand and seal. J®� THOMAS P. CARRIGAN, JR, //� �/ ✓`� (Seal ; Notary Public, Commonweahh of Massachusetts P i Thomas P. Carrigan, Jr., Notary Publ Commission Expires: 10/31 c1/2025 My Commission Expires October 31, 2025 I, Robert F. Thomas, Chief Operating Officer of United Casualty and Surety Insurance Company, US Casualty and Surety Insurance Company and United Surety Insurance Company do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Companies, which is still in full force and effect; furthermore, the resolutions of the Board of Directors, set out in the Power of Attorney are in full force and effect. In Witn Whereof, I have hereunto set my hand and affixxeed�the /seals of said Companies at Boston, Massachusetts this day of . Cor ate eats 'o' SEAL SEAL ''n, ?, S8AL //` Robert F. Thomas, Chief Operating Officer TO CONFIRM AUTHENTICITY OF THIS BOND OR DOCUMENT EMAIL: CONFIRMBOND@UNITEDCASUALTY.COM DUPLICATE ORIGINAL Power # UC&S 219`0CA-4246- �� POWER OF ATTORNEY GENERAL REINSURANCE CORPORATI]ON 112.0 LONG RIDGE ROAD, STAM11FORD, CONNECTICUT 06902 `now All Mees By These Presents. That the GENERAL REINSURANCE CORPORATION, a corporation organized and existing under the laws of the State of Delaware, with Executive Offices at 120 Long Ridge Road, Stamford, Connecticut 06902, does hereby nominate, constitute and appoint Kelly A. Specht,,Bethany R. Mercer, and Richard P. Ford its true and lawful Attorney(s)-in-fact with full power and to make, execute and deliver, for and on its behalf as surety, and as its act and deed, for; authority Bond Number: OUB )(1 7, -/ Bond Description: Principal'' f S Obligee: f Description: Ca >Li Ut�S including consents in connection therewith - which are written on a co -surety basis and duly executed by United Casualty & Surety Insurance Company, 292 Newburn St Suite 105 Boston MA 02115 as a co -surety; provided the co -surety share of General Reinsurance Corporation on any single bond shall not exceed $5,000,000 and the execution of such bond(s),undertaking(s); or writing(s) obligatory, in pursuance of these presents, shall be as binding upon said Corporation, to all intents and purposes, as if duly executed by the President or Vice President of the Corporation, sealed with its corporate seal, and attested by its Secretary, Assistant Secretary or Vice President; and said Corporation hereby ratifies and confirms the acts of said Attorney(s)-in-fact done pursuant to the power and authority herein given. This Power of Attorney is made and executed by authority of the By-laws of said Corporation of which the following excerpt is a true and exact copy. _ "ARTICLE VI, SECTION 6.01 Execution ofInstnupents Generally. The Chairman of the Board, the President, an}, Vice President, the Secretary or the Treasurer may enter into any contract or execute and deliver any instrument in the name and'on behalf of the Corporation. The Board of Directors may authorize any officer or officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and such authorization may be general or confined to specific instances." ARI power- and authority hereby conferred shall herebyexpire and terminate without notice at midnight of the 31"L day of March, 2022 as respects executions subsequent thereto, Iii FV igness Whereof.- The GENERAL REINSURANCE CORPORATION has Caused these presents to be signed by its Vice President and its corporate seal to be affixed this 27th day of January, 2021. Attest ,; GENERAL REINSURANCE CORPORATlgI j,. )VI'C111_<l.R111 MrUBLIC MY COMMIS ION) EXPIRES OCTOBER 31 2023 EXHIBIT D CITY OF NEWPORT BEACH BOND NO. UCSX372X3792 FAITHFUL PERFORMANCE BOND The premium charges on this Bond is $ 2,062.00 , being at the rate of $ 37.50 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 United Surety Insurance Company and General Reinsurance Corporation 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 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 3rd day of May , 20 21 Special Order Systems, Inc. dba TEAMSOS Name of Contractor (Principal) United Surety Insurance Company and General Reinsurance Corporation Name of Surety 292 Newbury St. #105, Boston, MA 02115-2801 and 120 Long Ridge Road, Stamford, CT 06902 Address of Surety (617) 471-1112 Telephone (/ 491Ae Authorized Signa e/Title Authorized A ent 8ignature Kelly A. Specht, Attorney -in -Fact Print Name and Title NOTARYACKNOKq-EDGMENTSOF CONTRACTOR AND SURETY MUST BE ATTACHED APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: Z7/2y Z i By: Aaron C. Harp, City Attorney 05 2 - SPECIAL ORDER SYSTEMS, INC. DBA TEAMSOS Page D-2 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. +-+- C11. V, V-0 r v\ Z>L _t County of P (cte-e-r } ss. v California On C>5--C�`1 20:2 L before me, S#coc- R" #le cl-c, Notary Public, personally appeared LckOrPv\c'e- N1Lnu+A'who proved to me on the basis of satisfactory evidence to be the erson(;K whose nameosl6a �e' s bscribed to the within instrument and acknowledged to me tha e SheAbey executed the same in i hQdthei.F authorized capacity(+as), and that by( eir signatures(s)- on the instrument the person(,°; or the entity upon behalf of which the person(R'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.,N STEVE RUTLEDGE ;z COMM. # TLED 3 WI�ESS my ,and and OfFCIaI seal. a NOTARY PUBLIC •CALIFORNIA m PLACER COUNTY Commission Expires October 18, 2023 w.vvxm tititi tiv snn •.wrrwl.•rtiti yyy ✓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 D-3 --A '111 w.'' California All -Purpose Certificate of Acknowledgment ,FA 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 Orange S.S. On May 3, 2021 before me, Bethany Mercer, Notary Public personally appeared Kelly A. Specht 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 signature(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 fore ing paragraph is BE HANY MERCER' true and correct. Notary Public - California Orange County W SS my h officials al. Commission 1 2207129 V Comm. Expires Jul 27, 2021 Sig e iotary Pu �OPTIONAL INFORMATION Although the info oration in this sectiob is riot i'equired by law, It could prevent fraudulent removal and reattachment of :-w' r,,1,vfedq1 iint to ar� )!n:iothoiiz d document and may prove useful to persons relying on the attached document. Description of ttached Docu ent 7 -77777=-77 The preceding Certi 'cate of Acknow)clgment is attached to a Method of Signer Identification document titled/for the purpGse-d Proved to me on the basis of satisfactory evidence: Performance Bond#UCSX372X3792 ❑ form(s) of identification [-]credible witness(es) containing 3 pages, and dated May 3, 2021 Notarial event is detailed in notary journal on: _ The signer(s) capacity or authority is/are as: Page # Entry D Individual(s) Notary contact: Attorney-in-fact 0 Corporate Officer(s) Other E] Additional Signer Signer(s) Thumbprints(s) El Guard ian/Conservator El Partner - Limited/General El Trustee(s) 0 Other: representing: United Surety Insurance Company and General Reinsurance Corporation 11-1 1-11 -T ',-)UOY ?Ulb Learning Geit,,i All Flights Resr,,fved you can pair Kase. ci 'pc", r " this town frcn otji al j UNITED CASUALTY AND SURETY INSURANCE COMPANY US Casualty and Surety Insurance Company United Surety Insurance Company POWER OF ATTORNEY Agency No. 171372 KNOW ALL MEN BY THESE PRESENTS: That United Casualty and Surety Insurance Company, a corporation of the State of Nebraska, and US Casualty and Surety Insurance Company and United Surety Insurance Company, assumed names of United Casualty and Surety Insurance Company (collectively, the Companies), do by these presents make, constitute and appoint: Kelly A. Specht, Kandis Gregory, Richard P. Ford, Thomas C. Buckner, Michael Herranen, Bethany Mercer, William Belpedio its true and lawful Attorney(s)-in-Fact, each in their separate capacity if more than one is named above, with full power and authority hereby conferred in its name, place and stead, to execute, acknowledge and deliver any and all bonds, recognizances, undertakings or other instruments or contracts of suretyship to include riders, amendments, and consents of surety. This Power of Attorney shall expire without further action on December 31'% 2023. This Power of Attorney is granted under and by authority of the following resolutions adopted by the Board of Directors of the Companies at a meeting duly called and held on the 1� day of July,1993: Resolved that the President, Treasurer, or Secretary be and they are hereby authorized and empowered to appoint Attorneys -in -Fact of the Company, in its name and as its acts to execute and acknowledge for and on its behalf as Surety any and all bonds, recognizances, contracts of indemnity, waivers of citation and all other writings obligatory in the nature thereof, with power to attach thereto the seal of the Company. Any such writings so executed by such Attomeys-in-Fact shall be binding upon the Company as if they had been duly executed and acknowledged by the regularly elected Officers of the Company in their own proper persons. That the signature of any officer authorized by Resolutions of this Board and the Company seal may be affixed by facsimile to any power of attorney or special power of attorney or certification of either given for the execution of any bond, undertaking, recognizance or otherwritten obligation in the nature thereof; such signature and seal, when so used being herebyadopted by the Company as the original signature ofsuch officer and the original seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed and their corporate seals to be hereunto affixed, this 15th day of February, 2021. SJpETY /,yy;',, �.."�y,iNSURgN., ? Z - =>:• GO�OPA),. m meq: GOPPOFtAl 0S �N.' OOPPOAA,f - - Y. .�_ SEAL n '" SEAL :'n SEAL !a'� - � . _ -''i.'•. 'A°= ;yam'••.. Corporate Seals Commonwealth of Massachusetts County of Suffolk ss: UNITED CASUALTY AND SURETY INSURANCE COMPANY US Casualty and Surety Insurance Company United Surety Insurance Company (-), e �' a r/w, C� 1 ei R. Chachkes, Treasurer On this 15th day of February, 2021, before me, Thomas R Carrigan, Jr., a notary public, personally appeared Joel R. Chachkes, Treasurer of United Casualty and Surety Insurance Company, US Casualty and Surety Insurance Company and United Surety Insurance Company, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person(s), or the entity on behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the Commonwealth of Massachusetts that the foregoing paragraph is true and correct. WITNESS my hand and seal. �J ,,.• THOMAS P. CARRIGAN, JR, P ✓`, (Seal) ; Notary Public, Commonwealth of Massachusegs Thomas P. Carrigan, Jr., Notary Pubic Commission Expires: 10/31/2025 My Commission Expires October 31, 2025 I, Robert F. Thomas, Chief Operating Officer of United Casualty and Surety Insurance Company, US Casualty and Surety Insurance Company and United Surety Insurance Company do hereby certify that the above and foregoing is a true and correct copy of a Power of Attorney, executed by said Companies, which is still in full force and effect; furthermore, the resolutions of the Board of Directors, set out in the Power of Attorney are in full force and effect. aL I n Wi a Whereof, I have hereunto set my hand and affixed the seals of said Companies at Boston, Massachusetts this day of Cor rate 5 al5 ,•!:wvi 4,' a uit p s'u y�ce, �j p SEAL ''.. SEAL n, :;,., SEAL .j Robert F. Thomas, Chief Operating Officer TO CONFIRM AUTHENTICITY OF THIS BOND OR DOCUMENT EMAIL: CONFIRMBOND@UNITEDCASUALTY.COM DUPLICATE ORIGINAL Power # UC&S 2190CA-74246- 04 POWER OF ATTORNEY GENERAL REINSURANCE CORPORATION 120 LONG RIDGE ROAD, STAI�Y[11F'ORD, CONNECTICUT 06902 Know All Yee By These Presents: That the GENERAL REINSURANCE CORPORATION, a corporation organized and existing under the laws of the "State of Delaware, with Executive Offices at 120 Long Ridge Road, Stamford, Connecticut 06902, does hereby nominate, constitute and appoint Kelly A. Specht,Bethany R. Mercer, and Richard P. Ford its true and lawful Attorneys) -in -fact with full power and authority to make, execute and deliver, for and on; its behalf as surety, and as its act and deed, for; Bond Number: Bond Description: Principal: Obligee: Description: Attest: O r ,Tose A. Go' �a z Second VicePr ident GENERAL REINSURANCE CORPORAT By_ STATEOF CONNECTICUT ss.: COUNTY OF FAIRFIELD The foregoing instrument was acknowledged before the this 27th day of Janaary- 2021 by John Campbell and Jose A Gonzirlez of the General Reinsurance Corporation, a Delaware Corporation, on.hehalf of the Corporatjon. ----------------------------- My COMMISSION EXPIRES OCTOBER 31 .2 Franceschini, Melanie From: Customer Service <customerservice@ebix.com> Sent: Thursday, May 27, 20215:48 PM To: Franceschini, Melanie; Insurance Cc: sagar@ebix.com Subject: Compliance Alert -Vendor Number FV00000511 [EXTERNAL EMAIL] DO NOT CLICK links or attachments unless you recognize the sender and know the content is safe. This Account has moved from non-compliant to COMPLIANT status and is currently in compliance for certificate of insurance requirements. FV00000511 Special Order Systems, Inc. dba TEAMSOS Sent by Ebix, designated insurance certificate reviewer for the City of Newport Beach.