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HomeMy WebLinkAboutC2020-107 - 3/17/2020 - Approved DocuSign Envelope ID:D92CB66B9-1E5D-4D1E-A066-0119C9E5027D (C ‘ " CI'ks' :1111111 t\ SERVICE AGREEMENT NO. 2888 911 SYSTEM UPGRADE AND MAINTENANCE RENEWAL 1852 THIS 911 System Upgrade and Maintenance Renewal Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Intrado Life & Safety Solutions Corp. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor is a sole-source vendor and has provided pricing for the 911 System Upgrade and Maintenance Renewal. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide a system upgrade for the CCPD-Metrocom 911 system and maintenance services ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 2. Term. The term of this Agreement is for seven years, commencing when the current maintenance coverage expires. The parties may mutually extend the term of this Agreement for up to zero additional zero-year periods ("Option Period(s)"), provided, the parties do so by written amendment prior to the expiration of the original term or the then-current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. This Agreement is for an amount equal to and not to exceed $839,138.04, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. Contractor shall invoice no more frequently than once per month. All pricing must be in accordance with Quote/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. Any amount not expended during the initial term or any option period may, at the City's discretion, be allocated for use in the next option period. Invoices will be mailed to the following address with a copy provided to the Contract Administrator: City of Corpus Christi Attn: Accounts Payable P.O. Box 9277 Corpus Christi, Texas 78469-9277 Service Agreement Standard Form Page 1 of 7 SCANNED DocuSign Envelope ID:D92CB6B9-1E5D-4D1E-A066-0119C9E5027D 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Antwine Charles Police Department (361) 886-2653 AntwineC©cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event that a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. City may inspect all Services and products supplied before acceptance. Any Services or products that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's Service Agreement Standard Form Page 2 of 7 DocuSign Envelope ID:D92CB6B9-1E5D-4D1E-A066-0119C9E5027D bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. (A) The Contractor warrants that all products supplied under this Agreement are new, quality items that are free from defects, fit for their intended purpose, and of good material and workmanship. The Contractor warrants that it has clear title to the products and that the products are free of liens or encumbrances. (B) In addition, the products purchased under this Agreement shall be warranted by the Contractor or, if indicated in Attachment D by the manufacturer, for the period stated in Attachment D. Attachment D is attached to this Agreement and is incorporated by reference into this Agreement as if fully set out here in its entirety. (C) Contractor warrants that all Services will be performed in accordance with the standard of care used by similarly situated contractors performing similar services. 9. Quality/Quantity Adjustments. Any Service quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City to order or accept more than the City's actual requirements nor do the estimates restrict the City from ordering less than its actual needs during the term of the Agreement and including any Option Period. Substitutions and deviations from the City's product requirements or specifications are prohibited without the prior written approval of the Contract Administrator. 10. Non-Appropriation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30th annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and it is within the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City does not represent that this budget item will be adopted, as said determination is within the City Council's sole discretion when adopting each budget. 11. Independent Contractor. Contractor will perform the work required by this Agreement as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions will any agent, servant or employee of the Contractor be considered an employee of the City. 12. Subcontractors. Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Contract Administrator unless the subcontractors were named in the bid or proposal or in an Attachment to this Agreement, as applicable. In using subcontractors, the Contractor is Service Agreement Standard Form Page 3 of 7 DocuSign Envelope ID:D92CB6B9-1E5D-4D1E-A066-0119C9E5027D responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement, including the necessity of providing a COI in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the work. The City may, at the City's sole discretion, choose not to accept Services performed by a subcontractor that was not approved in accordance with this paragraph. 13. Amendments. This Agreement may be amended or modified only in writing executed by authorized representatives of both parties. 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes. The Contractor covenants to pay payroll taxes, Medicare taxes, HCA taxes, unemployment taxes and all other applicable taxes. Upon request, the City Manager shall be provided proof of payment of these taxes within 15 days of such request. 16. Notice. Any notice required under this Agreement must be given by fax, hand delivery, or certified mail, postage prepaid, and is deemed received on the day faxed or hand-delivered or on the third day after postmark if sent by certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attn: Antwine Charles Title: Program Manager Address:321 John Sartain Street, Corpus Christi, Texas 78401 Phone: (361) 886-2653 Fax: N/A IF TO CONTRACTOR: Intrado Life & Safety Solutions Corp. Attn: Legal Department, copy Attn: VP Finance Address: 1601 Dry Creek Drive, Longmont, Colorado 80503 Phone: 720-494-5800 Fax: 720-494-6600 17. CONTRACTOR SHALL FULLY INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, AND CAUSES OF ACTION OF WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF Service Agreement Standard Form Page 4 of 7 DocuSign Envelope ID:D92CB6B9-1E5D-4D1E-A066-0119C9E5027D PERSONAL INJURIES, PROPERTY LOSS, OR DAMAGE, OR ANY OTHER KIND OF INJURY, LOSS, OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, SUITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. 18. Limitation of Liability Limitation. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR LOSS OF GOODWILL, DATA, OR PROFITS, OR COST OF COVER. THE TOTAL LIABILITY OF CONTRACTOR FOR ANY REASON WILL BE LIMITED TO THE AMOUNT PAID BY CITY UNDER THE RELEVANT ORDER IN THE 18 MONTHS PRIOR TO THE CLAIM. Application. THESE LIMITS ON LIABILITY APPLY WHETHER THE CLAIM ARISES OUT OF BREACH OF WARRANTY, CONTRACT, TORT, OR STRICT LIABILITY, AND EVEN IF THE DAMAGES ARE POSSIBLE OR FORESEEABLE. Time Limit. ANY SUIT MUST BE FILED WITHIN TWO YEARS AFTER THE CAUSE OF ACTION ACCRUES. 19. Termination. (A) The City Manager may terminate this Agreement for Contractor's failure to comply with any of the terms of this Agreement. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance written notice to the Contractor. The City Manager may also terminate this Agreement upon 24 hours written notice to the Service Agreement Standard Form Page 5 of 7 DocuSign Envelope ID:D92CB6B9-1E5D-4D1E-A066-0119C9E5027D Contractor for failure to pay or provide proof of payment of taxes as set out in this Agreement. 20. Owner's Manual and Preventative Maintenance. Contractor agrees to provide a copy of the owner's manual and/or preventative maintenance guidelines or instructions, if available and if provided on a consistent basis to Contractor's customers, for any equipment purchased by the City pursuant to this Agreement. Contractor must provide such documentation upon delivery of such equipment and prior to receipt of the final payment by the City. 21. Assignment. No assignment of this Agreement by the Contractor, or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 22. Severability. Each provision of this Agreement is considered to be severable and, if, for any reason, any provision or part of this Agreement is determined to be invalid and contrary to applicable law, such invalidity shall not impair the operation of nor affect those portions of this Agreement that are valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part had been omitted. 23. Order of Precedence. In the event of any conflicts or inconsistencies between this Agreement, its attachments, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in the following order of priority: A. this Agreement (excluding attachments and exhibits); then B. its attachments. 24. Certificate of Interested Parties. Contractor agrees to comply with Texas Government Code Section 2252.908, as it may be amended, and to complete Form 1295 "Certificate of Interested Parties" as part of this Agreement if required by said statute. 25. Governing Law. Contractor agrees to comply with all federal, Texas, and City laws in the performance of this Agreement. The applicable law for any legal disputes arising out of this Agreement is the law of the State of Texas, and such form and venue for such disputes is the appropriate district, county, or justice court in and for Nueces County, Texas. 26. Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. Service Agreement Standard Form Page 6 of 7 DocuSign Envelope ID:D92CB6B9-1E5D-4D1E-A066-0119C9E5027D CONTRACTOR Intrado Life & Safety Solutions Corp. by: Signature:m,_nis -D4A1B604F85 57... Printed Name: Rona" d Beaumont Title: President Date•Jan-30-2020 CITY OF CORPUS CHRISTI 6,v;, e Kim Baker Director of Contracts and Procurement Date: S. 18 . 2.020 ATTEST: eloutot_440 - RE ECCA HUERTA CITY SECRETARY APPROVED AS TO LEGAL FORM: Ze-J 7fiftz Assistant City Attorney Date M11 HUKItt► Attached and Incorporated by Reference: Ft ORM 3- 11- a0 Attachment A: Scope of Work Attachment B: Quote/Pricing Schedule Attachment C: Insurance and Bond Requirements SECRETARY Attachment D: Warranty Requirements Service Agreement Standard Form Page 7 of 7 DocuSign Envelope ID:D92CB6B9-1E5D-4D1E-A066-0119C9E5027D ATTACHMENT A -SCOPE OF WORK 1. General Requirements/Background Information: Contractor shall provide Viper hardware and software upgrades at MetroCom and Airport Backup with Power 911, Power Metrics Basic and TXT29-1-1. 2. Scope of Work Contractor shall provide hardware and software installation and system configuration for the Viper software upgrade. A. Contractor shall ensure 911 services are not interrupted without prior arrangement for staffing and an alternative location. B. Contractor will gather the required configuration data from the City of Corpus Christi and make installation arrangements prior to onsite install. Project survey will be included to include: 1. Environmental survey 2. Electrical survey 3. Telephony requirements 4. Application requirements 5. Call flow requirements C. Contractor shall coordinate schedule with Contract Administrator, Antwine Charles at 361-886-2653, prior to starting any work. D. Contractor shall provide Intrado Solution Documentation to the Contract Administrator to include: 1. User Guides 2. Administrator Guides 3. Hardware Reference Guides 4. Software Reference Guides 5. Intrado Application on CD's / DVD's E. Contractor shall provide Intrado Solution User and Administrator training to staff identified by Contract Administrator. F. Contractor shall ensure work area is clean and clear of work related obstacles at all times. G. Contractor shall remove and dispose of all work related debris. 3. Work Site and Conditions The Contractor is required to provide all software, hardware, trainers, on-line access and maintenance to complete the Scope of Work. The City of Corpus Christi is responsible for providing two modems to Automatic Location Identification (ALI) Database, one ACDR Printer, one Network Laser Printer, Amphenol cables and punch blocks, and one Dial-Up line for remote monitoring and maintenance. DocuSign Envelope ID:D92CB6B9-1E5D-4D1E-A066-0119C9E5027D ATTACHMENT B: QUOTE/PRICING SCHEDULE CITY OF CORPUS CHRISTI QUOTE FORM 1. Refer to "Sample Service Agreement" Contract Terms and Conditions before completing quote. 2. Quote your best price, including freight, for each item. 3. In submitting this quote, vendor certifies that the prices in this quote have been arrived at independently, without consultation, communication, or agreement with any other vendor or competitor, for the purpose of restricting competition with regard to prices. 4. Maintenance services are described further in Contractor's Quote 29514v6. Invitation to quote, FOB Destination, Frei ht Included, on the following: DESCRIPTION QTY UNI UNIT PRICE PRICE TOTAL Upgrade Hardware and Services Payment terms: 60% upon shipping; 30%upon install 1 EA $274,291.81 $274,291.81 and 10% upon acceptance. Year 1 Maintenance Services Payment terms: invoiced upon receipt of purchase 1 YR $60,830.01 $60,830.01 order, annually thereafter Year 2 Maintenance Services 1 YR $75,862.72 $75,862.72 Year 3-7 Maintenance Services 5 YR $85,630.70 $428,153.50 TOTAL $839,138.04 COMPANY: Intrado Life & Safety Solutions Corp. NAME OF PERSON AUTHORIZED TO SIGN: Ronald R. Beaumont ADDRESS: 1601 Dry Creek Dr. CITY/STATE/ZIP: Longmont, CO 80503 PHONE: 512-754-1903 EMAIL: VTaylor@intrado.com FAX: 720-494-6600 DATE: Jan-30-2020 DocuSigned by: SIGNATURE: @n_,if � TITLE: President D4A1 B604F85A457... THE CITY RESERVES THE RIGHT TO REJECT OR CANCEL ANY OR ALL QUOTES. TO WAIVE ANY INFORMALITIES OR IRREGULARITIES IN THE QUOTES RECEIVED AND TO CANCEL OR POSTPONE THIS PROJECT UNTIL A LATER DATE. DocuSign Envelope ID:D92CB6B9-1E5D-4D1E-A066-0119C9E5027D ATTACHMENT C: INSURANCE AND BOND REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained_and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of Bodily Injury and Property cancellation, non-renewal, material Damage change or termination required on all Per occurrence - aggregate certificates and policies. ERRORS & OMMISSIONS $1,000,000 Per Occurrence $1,000,000 Aggregate CYBER LIABILITY $1,000,000 Per Occurrence $1,000,000 Aggregate COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence including: $1,000,000 Aggregate 1. Commercial Broad Form 2. Premises -Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $1,000,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS'S COMPENSATION Statutory and complies with Part II (All States Endorsement if Company is not of this Exhibit. domiciled in Texas) Employers Liability $500,000/$500,000/$500,000 DocuSign Envelope ID:D92CB6B9-1E5D-4D1E-A066-0119C9E5027D C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and DocuSign Envelope ID:D92CB6B9-1E5D-4D1E-A066-0119C9E5027D • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2019 Insurance Requirements Ins. Req. Exhibit 7- I IT Contracts -Software Support, Configuration, Implementation and Maintenance - Hardware Installation - Auto Liability 05/01/2019 Risk Management- Legal Dept. BOND REQUIREMENTS: No bond requirements necessary for this service agreement; therefore, Section 5. (B) is null for this Service Agreement. DocuSign Envelope ID:D92CB6B9-1E5D-4D1E-A066-0119C9E5027D ATTACHMENT D: WARRANTY REQUIREMENTS Software and Equipment Limited Warranty Intrado Life and Safety Solutions Corp. ("Intrado") warrants that the Intrado Software and Equipment will perform substantially in accordance with Intrado's specifications for 12 months from Acceptance Date. Intrado will, at its sole discretion and as Customer's sole remedy, repair or replace the problem Software and Equipment, provided that the problem can be reproduced on either Intrado's or Customer's systems. Replacement parts are warranted to be free from defects in material and workmanship for 90 days, or for the remainder of the limited warranty period of the Intrado Equipment they are replacing, whichever is longer. The limited warranty includes remote support services (help desk) during the warranty period. Freight costs to ship defective Equipment to Intrado are borne by Customer, with return at Intrado's expense. Intrado will pass through to Customer any third party manufacturer warranties for products supplied by Intrado. Customer's access to and use of third party Equipment and Software will be and remain subject to all terms, conditions and licenses imposed by the manufacturers and/or third party licensors of such third party Equipment or Software.