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HomeMy WebLinkAbout2012 CON Blue Violet Networks - Network Video Management System / Public Safety CamerasAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND BLUE VIOLET NETWORKS THIS AGREEMENT is entered into this 7th day of August, 2012, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and BLUE VIOLET NETWORKS, a General Partnership (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to install a Network Video Management System and four public safety cameras WHEREAS, the CITY has determined that the CONSULTANT is a provider of business communications, data solutions, and IP video surveillance systems, and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit " A ". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall keep staff and City Council advised of the progress on the Project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 15% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Ron Williams hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution 1 City's Standard Agreement --2011 revision of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Ladd Nelson thereby is designated as the Project Director for the CONSULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on billings covering actual work performed. Billings shall include labor classifications. respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit " A " shall not exceed the schedule given in Exhibit "_A_" (the Base amount) without prior written authorization from the Project Coordinator. Invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit " A ", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY. and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on August 07, 2012. The duration of this Agreement is for the period of August 07, 2012 through September 28, 2012. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in, and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement. except upon the CITY' S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT 2 City's Standard Agreement —2011 revision shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify, assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes. and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each 3 City's Standard Agreement 2011 revision of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. 'fhe CONSULTANT represents and covenants that the CONSULTANT shall. at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSIJI.TANT warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 4 City's Standard Agreement —2011 revision 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers and employees, against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suites, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 5 City's standard Agreement 201 I revision 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of $1,000,000 per occurrence and $2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Tf required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines'' carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with. are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement. the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 6 City's Standard Agreement —2011 revision I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof. the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for 7 City's Standard Agreement 2011 revision any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Ron Williams IT Manager Administrative Services City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Ladd Nelson Security Engineering and Business Development Blue Violet Networks 215 Baker Street East, Suite 150 Costa Mesa, CA 92626 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex. telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 8 City's Standard Agreement —2011 revision 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTIAN1' also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. 9 Cily's Standard Agreement-201 I revision E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. I. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY n Morrison, Mayor APPROVED AS TO FORM: BLUE VIOLET NETWORKS (Corporation- signatures of two corporate officers) (Partnership - one signature) (Sole proprietorship - one signature) By: (Name (Print 10 City's Standard Agreement —2011 revision Claudia G. Silva City Attorney By: (Title) (N e) (Print) (Title) 11 City's Standard Agreement 2011 revision 0 EXHIBIT A Location 1 — Police Department: Avigilon HD 15TB NVR — 24C Software + 2 Audio C 11 x Avigilon H.264 Encoders - 4 x Encoder Racks Location 2 — City hall: 4 x Avigilon H.264 Encoders - 2 x Encoder Racks Location 3 - Fire Station 34: 2 x Avigilon H.264 Encoders - 1 x Encoder Rack Location 4 - Library: 3 x Avigilon H.264 Encoders - 1 x Encoder Rack Location 5 — Public Safety: 4 x Sony PTZ mounting locations System Sub Total Sales Tax System total $36, 300.00 $3,176.25 $39,475.25 System Diagnostic, cleaning, re -focus and documentation of existing cameras Add / Delete Options: Program Cost $3,000.00 Sub Total $44,476.25 Shipping $310.00 System Total $42,768.25 The National City NVMS Optional System Price ADD 1C-HD-NVMS-ENT ACC 4 Enterprise HD NVMS for up to 4 camera channels and unlimited viewing clients QTY 34 SERVERS 15.0TB-HD-NVR HD NVR, 15.0 TB Storage, 2U Rack Mount 1 EXHIBIT A System Sub Total Sub Total $19,800.00 Sales Tax System total $1,848.44 $21,648.44 $21,648.44 Shipping $300.00 Options System Total $21,948.44 RFP System Total $42,768.25 RFP & Options Systems Totals $64,716.69 Project Total $ 64,716.69 3 EXHIBIT A Implementation Services / Scope of Work 1. The scope of work covered herein shall include all labor, equipment, materials and installation of a new Network Video Management System ( Avigilon Network Video Recorders, encoders, and software). All existing camera Digital Video Recorders (DVRs) and encoders will be replaced with Avigilon Network Video Recorders(NVRs), and encoders. All existing and future cameras will be connected to the new Network Video Recorder via Avigilon encoders and Gigabit network switching infrastructure. The Network Video Recorder will be connected to the existing local area network for viewing from various internal workstations and the internet. New server and storage equipment will be installed into new or existing data racks. Blue Violet Networks will provide and install (2) Avigilon 15.0TB-HD-NVRs. They will be loaded and licensed with Avigilon Control Center 24C-HD-NVMS for 24 licensed IP channels and an additional 34 x channel base license. This will accommodate the (20) Avigilon Encoders and (4) new Sony 36X zoom cameras. Additionally, Blue Violet Networks will provide and load (2) 1A-HD-NVMS audio Channel licenses for the two microphones needed for the PD interview rooms. The NVRs will be installed in an existing server rack and connected to the City's network. The functionality of the network, both wired and wireless, is entirely the responsibility of the City and any repairs, additions or alterations are not part of the scope of work. 2. Blue Violet Networks will provide and install, in the same building as the HD-NVR, (11) Avigilon H.264 Encoders. These will be placed in (4) Avigilon Encoder Racks. 3. Blue Violet Networks will provide and install, in the City Hall building, (4) Avigilon H.264 Encoders. These will be placed in (2) Avigilon Encoder Racks. 4. Blue Violet Networks will provide and install, in the Fire Station 34 building, (2) Avigilon H.264 Encoders. These will be placed in (1) Avigilon Encoder Rack. 5. Blue Violet Networks will provide and install, in the Library building, (3) Avigilon H.264 Encoders. These will be placed in (1) Avigilon Encoder Rack. 6. Blue Violet Networks will provide and install, and replace the (4) existing Public Safety IP / PTZ cameras, with (4) new Sony SNC-RS86N PTZ cameras. 7. Blue Violet Networks will test, clean and refocus each analog camera and note its manufacturer, condition and age. 8. Blue Violet Networks will provide to the City a chart of all the existing cameras and their condition. 9. Blue Violet Networks estimates from award of signed contract: r 2 weeks to gather materials and schedule crews. 1 week to install the server and encoders, connect them all and then run the System Diagnostic Report on the existing cameras. 1 Day to set up the primary Workstation and program it Training Training will be provided in (2) four hour classes. It is recommended those participating in these classes take the Avigilon University end -user class at WWW.Avigilon.com Cost Proposal The National City NVMS System Price 1 Client#: 574591 BLUEVIOL ACORD. CERTIFICATE OF LIABILITY INSURANCE DATE(NIWDO/YYYY) 6/28/2012 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Hub International HUB Int'IInsurance Serv.Inc. 6701 Center Dr West #1500 Los Angeles, CA 90045 NAMEACT Denise Livingston P"DNE 310-568-5917 FAX 310-094 5961 �'Extt. (NC, -MA ADDRESS: INSURERS) AFFORDING COVERAGE NAIC 0 INSURER A: Travelers Casualty 8 Surety Co 31194 INSURED Blue Violet Networks 215 Baker Street Costa Mesa, CA 92626 INSURER B: Travelers Property Casualty Co 25674 INSURER c: Travelers Indemnity Co of CT 25682 INSURER D: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTjR TYPE OF INSURANCE IANOSRL SWVD POLICY NUMBER POLICY EFF (NNVOC YEFF POLICY EXP �MOLIC/YEXP 12/14/2012 LIMITS A GENERAL X LIAB„- Y COMMERCIAL GENERAL CLAIMS -MADE LABILI X TY OCCUR TT09405002 12/14/2011 EACH OCCURRENCE $1,000,000 WOW44 YEFaEoclijiVenCe) $300,000 MED EXP (My one person) $10,000 PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE 7 POLICY LIMIT APPLIES PER: 1 JPLRO- I —I LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ C AUTOMOBILE X X LIABILITY ANY AUTO ALL OWNED F X SCHEDULED BA8342P655 12/14/2011 12/14/2012 cOfEaMBWacdtlenFDl!SINGIFU $MIT 1r 000000� BODILY INJURY (Per person) $ er eal) BODILY INJURY (Per $ PRer accIden DAMAGE $ $ B X UMBRELLA um EXCESS LIAB X OCCUR CLAIMS -MADE TT09408380 12/14/2011 12/14/2012 EACH OCCURRENCE $2,000,000 AGGREGATE $2,000,000 ULU RELENT ON $ $ B WORKERS COMPENSATION AND EMPLOYERS' LBLITY UI ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) DESsCRtlePsTcsIOOPERATIONS nohw YlN pI N /A HJUB8698C78910 12/14/2011 12/14/2012 X WC STTU- OTH TORY I IMITS FR E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, I more apeee s required) The City of National City, its elected officials, officers, agents, and employees as Additional Insured per form #CGD4170708. Insurance is Primary and Non -Contributory per form #CGD250708. Waiver of Subrogation applies per form #CGD4170708 and #WC990376. CERTIFICATE HOLDER CANCELLATION City of National City c/o City Attorneys Office 1243 National City Blvd National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 4q4 © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #51729928/M1568721 DG41 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. TEcWJOLOGY XTEND ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART' GENERAL DESCRIPTION OF COVERAGE - This endorsement broadens coverage. However, cover- age for any injury, damage or medical expenses described in any of the provisions of this endorsement may be excluded or limited by another endorsement to this Coverage Part, and these coverage broadeningprovisions do not apply to the extent that coverage is excluded or limited by such an endorsement. The following listing is a general coverage description. only. Limitations and exclusions may apply to these coverages. Read all the provisions of this endorsement and the rest of your policy carefully to determine rights, duties, and what Is and Is not covered. A. Reasonable Force Property Damage - Exception To Expected Or Intended In- jury Exclusion B. Non -Owned Watercraft Less Than 75 Feet C. Aircraft Chartered With Pilot D. Damage To Premises Rented To You E. Increased Supplementary Payments Who Is An Insured - Employees And Volunteer Workers - First Aid G. Who Is An Insured - Employees - Super- visory Positions H. Who Is An Insured - Newly Acquired Or Formed Organizations I. Blanket Additional insured Owners, Managers Or Lessors Of Premises J. K. Blanket Additional Insured - Lessors Of Leased. Equipment Blanket. Additional insured = Persons Or Organizations For Your Ongoing Opera- tions As Required By Written Contract Or Agreement L Blanket Additional Insured : Broad Form Vendors M. Who Is An Insured - Unnamed Subsidi- aries N. Who Is An Insured -. Liability For Con- duct Of Unnamed Partnerships Or Joint Ventures O. Contractual Liability - Railroads P. Knowledge And Notice Of Occurrence Or Offense O. Unintentional Omission R, Blanket Waiver Of Subrogation PROVISIONS A. REASONABLE FORCE PROPERTY DAMAGE - EXCEPTION TO EXPECTED DR INTENDED INJURY EXCLUSION The following replaces Exclusion a., Ex- pected Dr Intended Injury ,in Paragraph 2., of SECTION I - COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: a. Expected Or Intended Injury Or Damage "Bodily injury" or "property damage" expected or intended from the stand- point of the insured. This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect any person or property. B. NON -OWNED WATERCRAFT LESS THAN 75 FEET The following replaces Paragraph (2) of Exclusion g., Aircraft, Auto Or Watercraft, in Paragraph 2. of SECTION I - COVERAGES - COVERAGE A BODILY INJURY CG D4 17 07 08 a 2008 The Travelers Companies, Inc. Page 1 of 8 Includes copyrighted material of Insurance Services Office, Inc. with its permission AND PROPERTY DAMAGE LIABILITY: (2) A watercraft you do not own that is: (a) Less than 75 feet Tong; and (b) Not being used to carry any per- son or property for a charge. C. AIRCRAFT CHARTERED WITH PILOT The following is added to Exclusion g., Aircraft. Auto Or Watercraft in Paragraph 2. of SECTION I - COVERAGES - COVERAGE • A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: This exclusion does not apply to an aircraft that is: (a) Chartered with a pilot to any in- sured; (b) Not owned by any insured; and (c) Not being used to carry any person or property for a charge. D. DAMAGE TO PREMISES RENTED .TO YOU 1. The first paragraph of the excep- tions in Exclusion Damage To Property Paragraph 2. °SECTION I - COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY Is deleted. 2. The following replaces the last paragraph of Paragraph 2. ,Exclu- slons of , SECTION I - COVERAGES - COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY: Exclusions e. ,g. and h., and Para- graphs (11 13) and (4) of Exclusio4, do not apply to "premises damage'. Exclusion. f. 1Ha) does not apply to "premises damage" caused by fire unless Exclusion f. of Section I - Coverage' A - Bodily Injury And Property Damage Liability is re- placed by another endorsement to this Coverage Part that has Exclu- sion - All Pollution Injury Or Dam- age or Total Pollution Exclusion in its title. A separate limit of insur- ance applies to "premises damage" as described in Paragraph 6. oSec- tion - 91Fnits Of Insurance. 3. The following replaces Paragraph 6. of SECTION III - LIMITS OF .INSURANCE: ' 6. Subject to 5. above, the Damage To Premises Rented To You Limit is the most we will pay under Coverage A for damages because of "premises damage" to any one premises. The Damage To Premises Rented To You Limit will be: a. The amount shown for the Damage To Premises Rented To You Limit on the Declara- tions of this Coverage Part; or b. $100,000. if no amount is shown for the Damage To Premises Rented To You Limit on the Declarations of this Coverage Part. 4. The following replaces Paragraph a. "insured the definition of con- tract" in the DEFINITIONS Section: a A contract for a lease of prem- ises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for "premises damage" is not an "Insured contract ; 5. The following is added to the DEFINITIONS Section "Premises damage" means "property damage" to: a. Any premises while rented to you or temporarily occupied by you with permission of the owner, or b_ Thecontents of any premises while such premises is rented to you, if you rent such premises for a period of seven or fewer consecutive clays. 6. The following replaces Paragraph 4.b.(1)(b) of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS: (Ir) That Is insurance for -"premises damage"; or 7. Paragraph 4.b.(1)(c) of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS Is deleted. INCREASED SUPPLEMENTARY PAYMENTS 1. The following replaces Paragraph 1.b. of SUPPLEMENTARY PAYMENTS - COVERAGES A AND B of SECTION I - COVERAGES: b. Up to $2,500 for cost of •bail bonds required because of acci- dents or traffic . law violations arising out of the use of any vehicle to which the Bodily In- jury Liability Coverage applies. do not have to furnish these bonds. 2. The following replaces Paragraph Page 2 of 8 a 2008 The Travelers Companies, Inc CO D4 17 07 06 Includes copyrighted material of Insurance Services Office. Inc with its permission. 1.d. of SUPPLEMENTARY PAYMENTS - COVERAGES A AND B of SECTION I - COVERAGES: d. All reasonable expenses incurred by the insuredat our request to assist us in the investigation or defense of the claim .;or "suit". including actual loss of earnings up to $500 a day because of time off from work. F. WHO IS AN INSURED - EMPLOYEES AND VOLUNTEER WORKERS - FIRST AID 1. The following Is added to the defi- nition of "occurrence" in the DEFINITIONS Section: Unless you are in the business or occupation of providing professional health care services, occurrence" also means an act or omission committed by any of . your "em- ployees" or "volunteer workers", other than an employed or volunteer doctor, in providing or failing to provide first aid or. "Good Samari- tan services" to a person. Z. The following is added to Paragraph 2.a.(1) of SECTION II - WHO IS AN INSURED: Unless you are in the business or occupation of providing professional health care services, Paragraphs (1 )(a). (b) (c) and (d) above do not ap- ply to "bodily injury" .arising out of providing or failing to provide first aid or 'Good Samaritan services" by any of your. "employees" or "volunteer workers", other than an employed or volunteer doctor. Any of your "employees" or "volunteer workers" providing or failing to provide first aid or "Good: Samari- tan services" during their work hours for you will be deemed to be acting within the scope of their employment by you or performing duties related to the conduct of your business. 3. The following is added to Paragraph 5. of SECTION I11 - LIMITS OF INSURANCE: For the purposes of determining the applicable Each Occurrence Limit, all related acts or omissions commit- ted by. any. of your "employees" or "volunteer workers" in providing or failing to provide first aid or "Good Samaritan. services" to any one per- son wi l l be deemed to be one oc- currence". 4. The following is added to the DEFINITIONS Section:. "Govt.! Samaritan services" means any emergency medical services for which no compensation is demanded or received. G. WHO IS AN INSURED - EMPLOYEES - SUPERVISORY POSITIONS The following is added to Paragraph 2.a.(1) of SECTION II - WHO IS AN INSURED: Paragraphs (1Xa), lb) and (c) above do not apply .to "bodily injury" or "per- sonal injury' to a co -"employee" in the course of the co -"employee's" em- ployment by you arising. out of work by any of your "employees" who hold a supervisory position H. WHO IS AN INSURED - NEWLY ACQUIRED 0R FORMED ORGANIZATIONS The following replaces Paragraph 4. of SECTION 1I - WHO 13 AN INSURED: 4. Any organization you newly acquire or form, other than a partnership or joint venture, of which you are the sole owner or in which you main- tain the majority ownership interest, will qualify as a Named Insured If there is no other insurance which provides similar coverage -to that organization. However: a. Coverage under this provision is afforded only. (1) Until the 180th day after you acquire or form the organiza- tion or the end of the policy period, whichever is earlier, if you do not report such or- ganization in writing to us within 180 days after you acquire or form it; or 12) Until the end of the policy period, when that date is later than 180 days after you acquire or form such organi- zation, if you report such or- ganization in writing to us within 180 days after you acquire or form it, and we agree in writing that it will continue to be •a Named In- sured until the end of the policy period; b. Coverage A does not apply to "bodily injury" or "property damage" that occurred before you acquired or formed the or- ganization; and c. Coverage B does not apply to CG D4 17 07 08 or 2008 The Travelers Companies, Inc. Page 3 of 6 Includes copyrighted material of Insurance Services Office, • Inc.. with its permission. "personal injury" or "advertising injury" arising out -of an offense committed before you acquired or formed the organization. I. BLANKET ADDITIONAL INSURED - OWNERS, MANAGERS OR LESSORS OF PREMISES The following is added to SECTION 11 - WHO IS AN INSURED: Any person or organization that is a premises owner, manager or lessor is an insured, but only with respect to 11- ability arising out of the ownership,' maintenance or use of that part of any premises leased to you. The insurance provided to such prem- ises owner, manager or lessor does not apply to a Any 'bodily injury" or "propert damage" caused by an "occurrence" that takes lace, or "personal in- jury" or "advertising injury" caused by an offense that is committed, after you cease to be a tenant in that premises; or k Structural alterations, new construc- tion or demolition operations per- formed by or on behalf of such premises owner, manager or lessor. d BLANKET ADDITIONAL INSURED - LESSORS OF LEASED EQUIPMENT The following is added to SECTION II - WHO 1S AN INSURED: Any person or organization that is an equipment lessor is an insured, but only with respect to liability for "bod- ily injury", 'property damage", "per- sonal injury" or "advertising injury" caused, in whole or in part, by your acts or omissions in the maintenance, operation or use by you of equipment leased to you by such equipment les- sor. The insurance provided to such equip- ment lessor does not apply to any "bodily injury" or "property damage' caused by an "occurrence" that takes place, or "personal injury" or "advertis- ing injury" caused by an offense that Is committed, after the equipment lease expires. K. BLANKET ADDITIONAL INSURED - PERSONS OR ORGANIZATIONS FOR. YOUR ONGOING OPPERAT)NS AS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT • The following is added to SECTION II - WHO IS AN INSURED: Any person or organization that is not otherwise an insured under this Cover- age Part and that you have agreed in a written contract or agreement to in- clude as an additional insured on this Coverage Part is an insured, but only with respect to liability for "bodily in - Jury" or "property damage" that a Is caused by an "occurrence" that takes place after you have signed and executed that contract or agreement; and b. Is caused, in whole or in part, by. your acts or omissions in the per- formance of your ongoing opera- tions to which that contract or agreement applies or the acts or omissions of any person or organi- zation performing such operations on your behalf. The limits of insurance provided to such insured will be the limits which you agreed to provide in the written contract or agreement, or the limits shown in 'the Declarations, whichever are less. L BLANKET ADDITIONAL INSURED - BROAD FORM VENDORS The following is added to SECTION 11 - WHO IS AN INSURED: Any person or organization that is a vendor and that you have agreed in a written contract or agreemenrt to in- clude as an additional insured on this Coverage Part is an _ insured, but only with respect to liability for "bodily in- jury" or "properly damage" that a Is caused by an "occurrence" that takes place after you have signed and executed that contract or agreement; and k Arises out of "your products" which are distributed or sold in the regular course of such vendor's business. The insurance provided to such vendor is subject to the following provisions: a. The limits of insurance provided to such vendor will be the limits which you agreed to provide inthe written contract or agreement, or the limits shown in the . Declarations, which- ever are less. k The insurance provided to such ven-. dor does not apply to: Ill Any express warranty not au- thorized by you; (21 Any change in "your products" made by such vendor; (3) Repackaging, unless unpacked solely for the purpose of in- spection, demonstration, testing, Page 4 of 8 e 2008 The. Travelers Companies, Inc. CG D4 17 07 08 Includes copyrighted material of Insurance Services Office, Inc. with its permission. or the substitution of parts un- der instructions from the manu- facturer, and then repackaged in the original container; (4) Any failure to make such inspec- tions, adjustments, tests or ser- vicing as vendors agree to per- form or normally undertake to perform in the regular course of business, in connection with the distribution or. sale of "your products'; (5) Demonstration, installation, ser- vicing or repair operations, ex- cept such operations performed at such vendor's premises In connection with the sale of "your products"; or (6) "You- products" which, after dis- tribution or sale by you, have been labeled or relabeled or used as a container, part or in- gredient of any other thing or substance by or on behalf of such vendor. Coverage under this provision does not apply to: a. Any person or organization from whom you have acquired "your products", or any ingredient, part or container entering into, accompany- ing or containing such products; or h. My vendor for which coverage as an additional insured specifically Is scheduled by endorsement. M. WHO IS AN INSURED - UNNAMED SUBSIDIARIES The following Is added to SECTION II - WHD IS AN INSURED: My of your subsidiaries, other than a partnership or joint venture, that Is not shown as a Named Insured in the Dec- larations is a Named Insured if. a. You maintain an ownership interest of more than 50% in such subsidi- ary. on the first day of the policy period; and b. Such subsidiary Is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury' or "property. damage" that occurred or "personal injury" or "advertising injury" caused by an of- fense committed a. Before you maintained an ownership interest of more than 50% in such subsidiary; or 6. After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. N. WHO IS AN INSURED - LIABILITY FOR CONDUCT OF UNNAMED PARTNERSHIPS DR JOINT VENTUiES The following replaces the last para- graph of SECTION II - WHO IS AN INSURED: No person or organization is an insured with respect to the conduct of any cur- rent or past partnership or joint venture that is not shown as•a Named Insured in the Declarations. This paragraph does not apply to any such partnership or Joint venture that otherwise qualifies as an Insured under Section 11 - Whd Is An Insured 0. CONTRACTUAL LIABILITY - RAILROADS 1. The following replaces Paragraph c. of the definition of "insured con- tract" in the DEFINITIONS Section: c. Any easement or license agree- ment; 2. Paragraph f.(1) of the definition of "insured contract" in the DEFINITIONS Section is deleted P. KNOWLEDGE AND NOTICE OF OCCURRENCE OR OFFENSE The following is added to Paragraph 2., Duties In The Event of Occurrence, Offense, Claim or Suft of SECTION IV - CDMMERCIAL GENERAL LIABILITY CONDITIONS: e. The following provisions apply to Paragraph a. above, but only for the purposes of the insurance provided under this Coverage Part to you or any insured listed in Paragraph 1.. or 2. of Section II - Who Is An In- surerk (1) Notice to us of such "occur- rence" or offense must be given as soon as practicable only after the "occurrence" or offense is known to you (if you are an in- dividual), any of your partners or members who is an Individual (If you are a • partnership or joint venture), any of your managers who is an individual (if you are a limited liability company), any of your trustees who Is indi- vidual (If you are a trust), any of your "executive officers" or directors (if you are an organiza- tion other than a partnership, C G D4 17 07 08 a 2008 The Travelers Companies, Inc. Page 5 of 6 Includes copyrighted material of Insurance Services Office, Inc. with its permission. joint venture, Iiynited liability company or trust) or any "em- ployee" authorized by you to give notice of an "occurrence" or offense. (2) If you are a partnership, joint venture, Iimited Iiability company or trust, and none of your part- ners, joint venture members, managers or trustees are indi- viduals, notice to us of such "occurrence" or offense must be given as soon as practicable only after the "occurrence" or offense is known by. (a) Any individual who is: (I) A partner or member of any partnership or joint venture; (II) A manager of any limited Iiability company; Gii) A trustee of any trust; or (iv) An executive officer or director of any other or- ganizati ors that is your partner, joint venture member, manager or trustee; or (b) Any "employee" authorized by such partnership, joint venture, limited liability com- pany, trust or other organiza- tion to give notice of an "occurrence" or offense. (3) Notice to us of such "occur- rence" or offense will be deemed to be given as soon as practicable if it is. given in good faith as soon as practicable to your workers' compensation in- surer. This applies only if you subsequently give notice to us of the "occurrenceor offense as soon as practicable after any of the persons described in Paragraphs e. (1) or (2) above discovers that the "occurrence" or offense may result in sums to which the insurance provided under this Coverage Part may apply. However, if this policy includes an endorsement that provides limited coverage for "bodily injury" or "property damage" or pollution costs wising out of a discharge, re- lease or escape of "pollutants" which contains a requirement that the discharge, release or escape of "pollutants" must be reported to us within a specific number of days after its abrupt commencement, this Paragraph e. does notaffect that requirement. O. UNINTEi1TIONAL OMISSION The following is added to Paragraph 6., Representations of SECTION IV - C�tlVIERCIAL GENERAL LIABILITY CONDITIONS: The unintentional omission of, or unin- tentional error in, any information pro- vided by you which we relied upon In issuing this policy will not prejudice your rights under this insurance. How- ever, this provision does not affect our right to collect additional premium or to exercise our rights of cancellation or nonrenewal in accordance with ap- plicable insurance laws or regulations. R. BLANKET WAIVER OF SUBROGATION The following is added to Paragraph 8., Transfer Of Rights Of Recovery Against Others To Us , of SECTION IV - COMMERCIAL of LIABILITY CONDITIONS: If the insured has agreed in a contract or agreement to waive that insured's right of recovery against any person or organization, we waive our right of re- covery against such person or organiza- tion, but only for payments we make because of: a "Bodily injury" or "property .dam age" caused by an "occurrence" that takes place; or b. "Personal injury" or "advertising in- jury" caused by an offense that is committed; subsequent to the execution of the contract or agreement. Page 6 of 6 e .2008 The Travelers Companies, Inc. CG D4 17 07 08 Includes copyrighted material of insurance Services Office, inc. with its permission. COMMERCIAL AUTO THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS AUTO EXTENSION ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM 1N ih respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modi- fied by the endorsement. GENERAL DESCRIPTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any Injury, damage or medical expenses described In any of the provisions of this endorsement may be excluded or limited by another endorsement to the Coverage Part, and these coverage broadening provisions do not apply to the extent that coverage Is excluded or limited by such an endorsement. The felbwing listing is a general cover- age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en- dorsement and the rest of your policy carefully to determine rights, duties, and what Is and Is not covered. A, BROAD FORM NAMED INSURED H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE— INCREASED LIMIT B. BLANKET ADDITIONAL INSURED I. PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT J. PERSONAL EFFECTS K. AIRBAGS L. NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS M. BLANKET WAIVER OF SUBROGATION C. EMPLOYEE HIRED AUTO D. EMPLOYEES AS INSURED E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS F. FIRED AUTO — UNITED WORLDWIDE COVERAGE — INDEMNITY BASIS G. WAIVER OF DEDUCTIBLE — GLASS PROVISIONS A. BROAD FORM NAMED INSURED The following is added to Paragraph A.i., Who Is An Insured, of SECTION 11 — LIABILITY COV- ERAGE: My organization you newly acquire or form dur- ing the pocky period over which you maintain 50% or more ownership Interest and that is not separately Insured for Business Auto Coverage... Coverage under this provision Is afforded only un- til the 180th day after you acquire or form the or- ganization or the end of the policy period, which- ever is earlier. B. BLANKETADDITIONAL INJURED The Meowing Is added to Paragraph c. In A.1., Who Is An Insured, of SECTION II — UABILITY COVERAGE: My person or organization who is required under a written contred or agreement betwisen you and that person or organization, that Is signed and N. UNINTENTIONAL ERRORS OR ONISsiONS executed by you before the "bodily Injury" or "property damage" occurs and that Is In effect during the policy period, to be named as an addi- tional Insured is an "Insured" for UablOty Cover- age, but only for damages to which this Insurance applies and only to the extent that person or or- ganization qualifies as an "Insured" under the IMho Is An Insured provision contained in Section C. EMPLOYEE HIRED AUTO 1. The following is added to Paragraph A.7„ Who is An Insured. of SECTION II — U- ABIL ITY COVERAGE: An "employee" or yours Is an "insured" while operating an "auto" hired or rented under a contract or agreement in that "employee's" name. wtth your permission, while performing duties related to the conduct of your busi- ness. CA T3 b3 0310 C 2010 The Travelers Indemnity company. Page 1 of 4 Includes copyrighted maraud of Insuranoe 84P434.4 Offioe, Inc. wAh Re permission, "r If01�°, 1, COMMERCIAL AUTO 2. The following replaces Paragraph b. In B,S., Other Insurance, of SECTION IV — BUSI- NESS AUTO CONDITIONS: b. For Hired Auto Physical Damage Cover- age, the following are deemed to be cov- ered "autos" you own: (1) Any covered "auto" you lease, hire, rent or borrow', and (2) Any covered "auto" hied or rented by your "employee" under a contract in that Individual "employee's" name, with your permision, while perform- ing duties related to the conduct of your business. However, any "auto" that is leased, hired, rented or borrowed with a drover is not a covered `auto". D. EMPLOYEES AS INSURED The following is added to Paragraph A.1., Who le An Insured, of SECTION 11 — LIABILITY COV- ERAGE: Any "employee" of.yours Is an Insured" while us- ing a covered "auto" you don't own, hire or borrow In your business or your personal affairs. E. SUPPLEMENTARY PAYMENTS — INCREASED LIMITS 1. The following replaces Paragraph A,2,a(2). of SECTION II — UABIUTY COVERAGE: (2) Up to 23,000 for cost of ball bonds (In- cluding bonds for related traffic law viola- tions) reputed because of an "aaddertt" we cover. We do not have to furnish these bonds. 2. The following replaces Paragraph A.2.e.(4), of SECTION Ii — UABILITY COVERAGE (4) All reasonable expenses incurred by the "Insured" at our request, including actual loss of earnings up to $500 a day be- cause of time off from work. F. HIRED AUTO — LIMITED WORLDWIDE COV- ERAGE — INDEMNITY BASIS The following replaces Subparagraph (5) in Para- graph 8.7., Policy Period, Coverage Territory, of SECTION iV — BUSINESS AUTO CONDI- TIONS: (5) Anywhere In the world, except any country or Jurisdiction while any trade sanction, ern - barge, or similar regulation imposed by the United States of America apples to and pro- hibits the transaction of business with or within such country or Jurisdiction, for Liability Coverage for any covered 'auto` that you lease, hire, rent or borrow without a driver for a period of 30 days or loss and that is not an "auto" you lease, hire, rent or borrow from any of your "employees", partners (If you are a partnership), members (If you are a limited liability company) or members of their house- holds. (a) With rasped to any claim made or "suit" brought outside the United Stators of America, the territories and possessions of the United States of America, Puerto Rico and Canada: (i) You must arrange to defend the `in- sured' against, and Investigate or set- tle any such claim or "suit" and keep us advised of all proceedings end ac- tions. (II) Neither you nor any other involved insured" w61 make any settlement without our consent. (111) We may, at our discretion, participate in defending the Insured" against, or in the settlement of, any claim or "suit". (iv) We will reimburse the `insured" for sums that the "Insured" legally must pay as damages because of "bodily Injury or 'properly damage" to which this Insurance applies, that the `in- sured" pays with our consent, but only up to the iimk descrubed In Para- graph C., Umit Of Insurance, of SEC- TION II — LIABILITY COVERAGE. (v) We wilt reimburse the "insured" for the reasonable expenses incurred with our consent for your Investiga- tion of such claims and your defense of the "insured" against any such "suit", but only up to and Included within the limit described in Para- graph C., Limit Of lsurance, of SECTION II — LIABILITY COVER- AGE, and not In addition to such limit Our duty to make such payments ends when we have used up the ap- plicable limit or Insurance In pay- ments for damages, settlements or defense expenses. (b) This insurance is excess over any valid and collectible other Insurance available Page 2 of 4 e 2010 The Trimaran h,demnay Company. CA T3 63 0310 Includes copyrighted materiel of Inwrano* nervioea Office, Irmo, with Ib permission to the "Insured" whether primary, excess contingent or on any other basis. (c) This Insurance is not a substitute for re- quired or compulsory Insurance in any country outside the United States, Its ter- ritories and possessions, Puerto Rico and Canada. You agree to maintain all required or compulsory Insurance In any such coun- try up to the minimum Emits requHred by local law. Your failure to comply with compulsory Insurance requirements will not invalidate the coverage afforded by this policy. but we will only be liable to the same extent we would have been liable had you compiled with the compulsory in- surance requirements. (d) It Is understood that we are not an admit- ted or authorized insurer outside the United States of America, its territories and possessions, Puerto Rico and Can- ada. We assume no responslbifity for the furnishing of certificates of insurance, or for canpfiance hl any way with the laws of other countries relating to insuranoe. G. WAIVER OF DEDUCTIBLE -GLASS The following is added to Paragraph D., Deducti- ble, of SECTION III — PHYSICAL DAMAGE COVERAGE: No deductible for a covered "auto" will apply to glass damage If the glass is repaired rattier than replaced. H. HIRED AUTO PHYSICAL DAMAGE — LOSS OF USE — INCREASED LIMIT The following replaces the last sentence of Para- graph AA.b., Lose Of Use Expenses. of SEC- TION 111— PHYSICAL DAMAGE COVERAGE: However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of $750 for any one 'accident". L PHYSICAL DAMAGE — TRANSPORTATION EXPENSES — INCREASED LIMIT The folowing replaces the first sentence In Para- graph A.4.a„ Transportation Expenses, of SECTION 111 — PHYSICAL DAMAGE COVER- AGE: We will pay up to $50 per day to a maximum of $1.600 for temporary transportation expense in- curred by you because of the total theft of a cov- ered "auto" of the private passenger type. COMMERCIAL AUTO J. PERSONAL EFFECTS The following is added to Paragraph A.4., Cover- age Extehstons, of SECTION IS — PHYSICAL DAMAGE COVERAGE: Personal Effects We will pay up to $400 for "loss" to wearing ap- parel and other personal effects which are: (1) Owned by an "Insured'; and (2) In or on your covered "auto". This coverage applies only In the event of a total theft of your covered "auto". No deductkles apply to this Personal Effects coverage. K. AIRBAGS The following is added to Paragraph B.3., Exclu- sions, of SECTION 111 — PHYSICAL DAMAGE COVERAGE: Exclusion 3.a. does not apply to "doss" to one or more airbags in a covered "auto" you own that In- flate due to a cause other than a cause of "toss" set forth In Paragraphs A.1.b. and A.1.c., but may: a. 11 that "auto" is a covered "auto" for Compre- hensive Coverage under this policy; b. The airbags are not covered udder any war- ranty, and c. Tta airbags were not intentionally inflated. We will pay up to a maximum of $1,000 for any one "loss". L NOTICE AND KNOWLEDGE OF ACCIDENT OR LOSS The following Is added to Paragraph A.2.a., of SECTION IV — BUSINESS AUTO CONDITIONS: Your duty to ghee us or our authorized representa- tive prompt notice of the "accident* or loss" ap- piles only when the "accident' or loss° Is known to: (a) You (If you are an Individual); (b) A partner (If you are a partnership); (c) A member (f you are a limited IlabUtty com- pany): (d) An executive officer, director or Insurance manager (if you are a corporation or other or- ganization); or (e) Any "employee" authorized by you to give no- tice of the "accident" or loss". CA T3 53 0310 e201a The Tmrolars Indemnity company. Page 3 of 4 includes copyrighted matelal of insurance services Office, Inc. witii its pe misabn. COMMERCIAL. AUTO M. BLANKET WAIVER OF SUBROGATION The following replaces Paragraph A.5., Transfer Of Rights Of Recovery Against Others To Us, of SECTION N — BUSINESS AUTO CONDI- TIONS: 5. Transfer Of Rights Of Recovery Against Others To Us We waive any right of recovery we may have against any person or organization to the ex- tent required of you by a written contract signed end executed prior to any "accident" or "lose, provided that the "aooident' or loss" arises out of operations contemplated by r�1 such contract. The waterer applies only to the person or organization designated In such contract. N. UNINTENTIONAL ERRORS OR OIVNSSIONS The following is added to Paragraph B.Y., Con- cealment. Misrepresentation, Or Fraud, of SECTION IV — BUSINESS AUTO CONDITIONS: The unintentional omission of, or unintentional error In, any information given by you shall not prejudice your rights under this kisuranas. How - rover this provision does not affect our tight to col- lect additional premium or exerdse our right of cancellation or non -renewal. Page 4 of 4 O 2010 The Trawtero Indemnity Company, CA T3 63 0310 Includes copyrighted material or Insurance Servlass Office, Inc with its pamisuion. 01211141 01 • v U • 8 * 2 C 0 0 2 TT09405002 13991 . M: 01 I: COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. OTHER INSURANCE - ADDITIONAL INSUREDS - PRIMARY AND NON-CONTRIBUTORY WITH RESPECT TO CERTAIN OTHER INSURANCE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following is added to Paragraph 4. a., Primary Insurance, of SECTION IV — CONMERCIAL GENERAL LIABILITY CONDITIONS: However, if you specifically agree In a writ- ten contract or agreement that the Insurance afforded to an additional insured under this Coverage Part must apply on a primary ba- sis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such additional insured as a CG 04 25 07 08 named Insured, and we will not share with that other insurance, provided that: (11 The "bodily injury" or "property damage" for which coverage is sought is caused by an "occurrence" that takes place; and {2) The "personal injury" or "advertising in- jury for which coverage 1s sought arises out of an offense that is committed; subsequent to the signing and execution of that contract or agreement by you. e 2008 The Travelers Companies, Inc. Page 1 of 1 TRAVELERS WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY ENDORSEMENT WC 99 03 76 ( A) - 001 POLICY NUMBER: (HUUB-8698C78-9-10 ) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA (BLANKET WAIVER) We have the right 10 recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. The additional premium for this endorsement shall be 2 . % of the California workers' compensation pre- mium. Schedule Person or Organization BLANKET WAIVER OF SLBR0GATI0N- ANY PERSON OR ORGANIZATION FOR WHOM THE NAMED INSURED HAS AGREED TO IN WRITTEN TO FURNISH THIS WAIVER. Job Description This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise staled. (The Information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. Endorsement No. Insured Premium Insurance Company CountersIgned by DATE OF ISSUE: 12-15-10 ST ASSIGN: Page 1 of 1 1 RESOLUTION NO. 2012 — 176 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH BLUE VIOLET NETWORKS FOR THE NOT TO EXCEED AMOUNT OF $64,717 TO IMPLEMENT A NETWORK VIDEO MANAGEMENT SYSTEM AND REPLACE FOUR PUBLIC SAFETY CAMERAS, AND AUTHORIZING A 15% CONTINGENCY IN THE AMOUNT OF $9,708 WHEREAS, on March 5, 2012, the City issued a request for proposals to implement a Network Video Management System to expand the capabilities of the current video management system, and replace four public safety cameras; and WHEREAS, the City has determined that Blue Violet Networks is qualified by experience and ability to perform the services desired by the City, and Blue Violet Networks is willing to perform such services for the not -to -exceed amount of $64,717. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an agreement with Blue Violet Networks to expand the capabilities of the current video management system, and replace four public safety cameras for the not -to -exceed amount of $64,717. Said Agreement in on file in the office of the City Clerk. BE IT FURTHER RESOLVED that the City Council hereby authorizes 15% contingency in the amount of $9,708. PASSED and ADOPTED this 7th day of August, 2012 n Morrison, Mayor ATTEST: h Mich el R. Dalla, ty Clerk PPROVED AS TO FO audia City Attorne a Passed and adopted by the Council of the City of National City, California, on August 7, 2012 by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Rios, Sotelo-Solis, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California J/L City C rk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2012-176 the City of National City, California, passed and adopted by the Council of said City on August 7, 2012. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: August 07, 2012 AGENDA ITEM NO. 21 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the Mayor to execute an agreement with Blue Violet Networks in the amount of $64,717 and authorize a 15% contingency in the amount of $9708 to implement a Network Video Management System and replace four public safety cameras. PREPARED BY: Ron Williams DEPARTMENT: q �� PHONE: 619-336-4373 APPROVED B EXPLANATION: The City of National City issued a request for proposal on March 05, 21 to implement a Network Video Management System to expand the capabilities of the current video management system. The current video management system is limited to seventy cameras, ten days of video storage, and is unable to accommodate newer video cameras. The. new Network Video Management System would accommodate approximately one hundred and fifty cameras as configured, provide thirty days of video storage, and allow expansion to accommodate additional cameras as needed. The four public safety cameras located on Roosevelt Avenue are not functioning properly and need to be replaced. The reduced level of functionality renders the public safety cameras incompatible with the new Network Video Management System. FINANCIAL STATEMENT: ACCOUNT NO. Funds: 629-403-082-502-0000 ENVIRONMENTAL REVIEW: N/A ORDINANCE: INTRODUCTION: APPROVED: APPROVED: FINAL ADOPTION: Finance MIS STAFF RECOMMENDATION: Staff recommends implementation of new Network Video Management System and replacement of four public safety cameras on Roosevelt Avenue. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: •ontract and Exhibit A VC c RESOLUTION NO. 2012 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH BLUE VIOLET NETWORKS FOR THE NOT TO EXCEED AMOUNT OF $64,717 TO IMPLEMENT A NETWORK VIDEO MANAGEMENT SYSTEM AND REPLACE FOUR PUBLIC SAFETY CAMERAS, AND AUTHORIZING A 15% CONTINGENCY IN THE AMOUNT OF $9,708 WHEREAS, on March 5, 2012, the City issued a request for proposals to implement a Network Video Management System to expand the capabilities of the current video management system, and replace four public safety cameras; and WHEREAS, the City has determined that Blue Violet Networks is qualified by experience and ability to perform the services desired by the City, and Blue Violet Networks is willing to perform such services for the not -to -exceed amount of $64,717. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an agreement with Blue Violet Networks to expand the capabilities of the current video management system, and replace four public safety cameras for the not -to -exceed amount of $64,717. Said Agreement in on file in the office of the City Clerk. BE IT FURTHER RESOLVED that the City Council hereby authorizes 15% contingency in the amount of $9,708. PASSED and ADOPTED this 7th day of August, 2012. Ron Morrison, Mayor ATTEST: Michael R. Della, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney Jul 26 12 04:23p Blue Violet Networks (714) 540-1900 p.1 AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND BLUE VIOLET NETWORKS THIS AGREEMENT is entered into this 7th day of August, 2012, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and BLUE VIOLET NETWORKS, a General Partnership (the "CONSULTANT"). RECITALS WHEREAS, the CITY desires to employ a CONSULTANT to instal] a Network Video Management System and four public safety cameras WI IEREAS, the CITY has determined that the CONSULTANT is a provider of business communications, data solutions, and IP video surveillance systems, and is qualified by experience and ability to perform the services desired by the CITY, and the CONSULTANT is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONSULTANT. The CITY agrees to engage the CONSULTANT, and the CONSULTANT agrees to perform the services set forth here in accordance with all terms and conditions contained herein. The CONSULTANT represents that all services shall be performed directly by the CONSULTANT or under direct supervision of the CONSULTANT. 2. SCOPE OF SERVICES. The CONSULTANT will perform services as set forth in the attached Exhibit " A ". The CONSULTANT shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CONSULTANT shall keep staff and City Council advised of the progress on the Project. The CITY may unilaterally, or upon request from the CONSULTANT, from time to time reduce or increase the Scope of Services to be performed by the CONSULTANT under this Agreement. Upon doing so, the CITY and the CONSULTANT agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 15% from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Ron Williams hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution City's Standard Agreement —2011 revision Jul 26 12 01:59p Blue Violet Networks (714) 540-1900 p.2 of this Agreement. The CONSULTANT shall assign a single Project Director to provide supervision and have overall responsibility for the progress and execution of this Agreement for the CONSULTANT. Ladd Nelson thereby is designated as the Project Director for the CONS ULTANT. 4. COMPENSATION AND PAYMENT. The compensation for the CONSULTANT shall be based on billings covering actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit " A" shall not exceed the schedule given in Exhibit "_A" (the Base amount) without prior written authorization from the Project Coordinator. Invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit " A ", as determined by the CITY. The CONSULTANT shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such materials available at its office at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY, and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement, and the amount of compensation due. In the event the CONSULTANT and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT in this Agreement, the City or the CONSULTANT shall give to the other written notice. Within ten (10) business days, the CONSULTANT and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONSULTANT. 6. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will become effective on August 07, 2012. The duration of this Agreement is for the period of August 07, 2012 through September 28, 2012. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda, Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the CONSULTANT for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the Cl'1'Y upon completion of the Project, or any phase thereof, as contemplated by this Agreement. Contemporaneously with the transfer of documents, the CONSULTANT hereby assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright in. and the right to reproduce, all written material, drawings, plans, specifications, or other work prepared under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT 2 City' S Standard ATcemen 2011 rcvI Sion Jul 26 12 02:0Op Blue Violet Networks (714) 540-1900 p.3 shall, upon request of the CITY, execute any further document(s) necessary to further effectuate this waiver and disclaimer. The CONSULTANT agrees that the CITY may use, reuse, alter, reproduce, modify. assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written work product for the CITY'S purposes, and the CONSULTANT expressly waives and disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the CONSULTANT shall relieve the CONSULTANT from Liability under Section 14, but only with respect to the effect of the modification or reuse by the CITY, or for any liability to the CITY should the documents be used by the CITY for some project other than what was expressly agreed upon within the Scope of this project, unless otherwise mutually agreed. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S employees are employees of the CITY, and are not entitled to any of the rights, benefits, or privileges of the CITY'S employees, including but not limited to retirement, medical, unemploy- ment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONSULTANT and the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONSULTANT and its employees. Neither this Agreement nor any interest herein may be assigned by the CONSULTANT without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONSULTANT with its SUBCONSULTANT(S) shall require the SUBCONSULTANT(S) to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents, or employees shall have any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees, except as herein set forth, and the CONSULTANT or the CONSULTANT'S agents, servants, or employees are not in any manner agents, servants, or employees of the CITY, it being understood that the CONSULTANT its agents, servants, and employees are as to the CITY wholly independent CONSULTANT, and that the CONSULTANT'S obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the performance of the services to be provided herein, shall comply with all applicable state and federal statutes and regulations, and all applicable ordinances, rules, and regulations of the City of National City, whether now in force or subsequently enacted. The CONSULTANT and each J City'$ Stnndvd Agreemcnrt —201 1 revision Jul 26 12 02:00p Blue Violet Networks (714) 540-1900 p.4 of its SUBCONSULTANT(S), shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONSULTANT represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONSULTANT represents and covenants that the CONSULTANT shall. at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONSULTANT to practice its profession. 12. STANDARD OF CARE. A. The CONSULTANT, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONSULTANT'S trade or profession currently practicing under similar conditions and in similar locations. The CONSULTANT shall take all special precautions necessary to protect the CONSULTANT'S employees and members of the public front risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this Agreement, the CONSULTANT warrants to the CITY that it is not now, nor has it for the fivc (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings concerning the CONSULTANT'S professional performance or the furnishing of materials or services relating thereto. C. The CONSULTANT is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONSULTANT to use due diligence under this sub -paragraph will render the CONSULTANT liable to the CITY for any increased costs that result from the CITY'S later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. 13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONSULTANT will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment. upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 4 Ciiy's Standard .4esc:nent -2011 rov1sion Jul 26 12 02:O1p Blue Violet Networks (714) 540-1900 p.5 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONSULTANT certain confidential information to enable the CONSULTANT to effectively perform the services to be provided herein. The CONSULTANT shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONSULTANT, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONSULTANT without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The CONSULTANT shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder. the CONSULTANT shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. CONSULTANT shall be liable to CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONSULTANT agrees to defend, indemnify and hold harmless the City of National City, its officers and employees. against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suites; actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or arising out of the CONSULTANT'S performance or other obligations under this Agreement; provided, however, that this indemnification and hold harmless shall not include any claims or liability arising from the established sole negligence or willful misconduct of the City, its agents, officers, or employees. The indemnity, defense, and hold harmless obligations contained herein shall survive the termination of this Agreement for any alleged or actual omission, act, or negligence under this Agreement that occurred during the term of this Agreement. 16. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONSULTANT under this Agreement. 5 City', Standard Agreement --2011 revision Jul 26 12 02:02p Blue Violet Networks (714) 540-1900 p. 6 17. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase and maintain, and shall require its SUBCONSULTANT(S), when applicable, to purchase and maintain throughout the term of this Agreement, the following checked insurance policies: A. n If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile Insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned. and hired vehicles ("any auto"). The policy shall name the CITY and its officers, agents and employees as additional insureds. and a separate additional insured endorsement shall be provided. C. Commercial General Liability Insurance, with minimum limits of S1.000,000 per occurrence and $2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. The policy shall name the CITY and its officers, agents and employees as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location", D. Workers' Compensation Insurance in an amount sufficient to meet statutory requirements covering all. of CONSULTANT'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City, Said endorsement shall be provided prior to commencement of work under this Agreement. If CONSULTANT has no employees subject to the California Workers' Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said Declaration shall be provided to CONSULTANT by CITY. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years after expiration of the term (and any extensions) of this Agreement. In addition, the "retro' date must be on or before the date of this Agreement. G. Insurance shall be written with only California admitted companies that hold a current policy holder's alphabetic and financial size category rating of not less than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the CITY'S Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. H. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY'S Risk Manager. If the CONSULTANT does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. 6 City s Standard A geonent —2W 1 r4Asion Jul 26 12 02:02p Blue Violet Networks (7141 540-1900 p.7 I. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement. then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including attorneys' fees. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. Attorney's fees to the prevailing party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred by the CITY in its prosecution or defense of the action, irrespective of the actual amount of attorney's fees incurred by the prevailing party. 19_ MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the Commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the Commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 60-day's written notice to the CONSULTANT. During said 60-day period the CONSULTANT shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the CONSULTANT in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONSULTANT as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for 7 City's Standard Agri...silent 2011 revision Jul 26 12 02:03p Blue Violet Networks (714) 540-1900 p.8 any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONSULTANT; (2) a reorganization of the CONSULTANT for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONSULTANT. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly tnaintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Ron Williams IT Manager Administrative Services City of National City 1243 National City Boulevard National City, CA 91950-4301 To CONSULTANT: Ladd Nelson Security Engineering and Business Development Blue Violet Networks 215 Baker Street East, Suite 150 Costa Mesa, CA 92626 Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 8 City s Standard A�tccancnt -•2011 rcviswn Jul 26 12 02:03p Blue Violet Networks (7141 540-1900 P. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONSULTANT also agrees not to specify any product, treatment, process or material for the project in which the CONSULTANT has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONSULTANT has a financial interest as defined in Government Code Section 87103. The CONSULTANT represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. E If checked, the CONSULTANT shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONSULTANT shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONSULTANT shall obtain from the City Clerk. The CONSULTANT shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 22 by the CONSULTANT. 23. PREVAILING WAGES. State prevailing wage rates may apply to work performed under this Agreement. State prevailing wages rates apply to all public works contracts as set forth in California Labor Code, including but not limited to, Sections 1720,1720.2, 1720.3, 1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 24. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state, or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. 9 Citv's Standard Atu zmcra —2011 rcviswa �0 Jul 26 12 02:04p Blue Violet Networks (714) 540-1900 p.10 E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hercby incorporated herein by this reference for all purposes. F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, I. Audit. If this Agreement exceeds ten -thousand dollars (S10,000), the parties shall be subject to the examination and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, per Government Code Section 8546.7. J. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. K. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. L. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: 10 BLUE VIOLET NETWORKS (Corporation - signatures of two corporcae officers) (Partnership - on signature) (Sole pro rietorsfv : -ot • signature) By: (Name (Print) City's Standard Abrtix:mcal -2011 recision Jul 26 12 02:04p Blue Violet Networks (714) 540-1900 p.11 Claudia G. Silva City Attorney 11 (Title) By: (Name) (Print) (Title) City''s Standard Agreement .2011 revision Jul 26 12 04:24p Blue Violet Networks (714) 540-1900 p.2 EXHIBIT A Im cementation Services / Sco a of Work ipment 1. The ork V deofwork covered herein shaliclude all labor, Management System ( Avigilon Network VideouR co de s, encoders, and s, materials and loftware). Alllation of a ew Network existing camera Digital Video Recorders (DVRs) and encoders will be replaced with Avigilon Network Video Recorders(NVRs), and encoders. All existing and future cameras will be connected to the new d Network Video corder willobeer via connectedlon encoders to the existing�l cal arebit network a network foriviewing from various internal infrastructure. The Network Video Recorder workstations and the internet. New server and storage equipment will be installed into new or existing data racks. Blue V olet Netwo Networks will provide and install (2) Avigilon 15 OTB-HD-NVRs. They will be loaded and licensed with Avigilon Control Center 24C-HD-NVMS for 24 licensed IP channels and an additional 34 x channel base license. This will accommodate the (20) Avigilon Encoders 1A-HD-NVMS audio and new p Sony 36X zoom cameras. Additionally, Blue Violet Networks willprovide and load (2) NVMS Channel licenses for the two microphones needed for the PO interview rooms. The NVRs will be bothinstalled in an ed and wireless, is entirely the responsibility ofck and connected to the City and any repairs, k. The add additions oronality of halterations both wired are not part of the scope of work, 2. Blue Violet Networks will provide and install, in the same building as the HD-NVR, (11) Avigilon H.264 Encoders. These will be placed in {4) Avigilon Encoder Racks. 3. Blue Encode s'lThese will be placed in (2) Avigilone and l Encoder'ty Racks. building, (4) Avigilon H.264 4. H.g6lue 4 Viodeletll provide be placed m,(1)aAvigiloll, in hn e EncodeFire artRa k4 building, (2) Avigilon 5. Encode_ sl�These will be will in (1) install, in the EncoderiRackbuilding, (3) Avigilon H.264 code Networks6. Blue Violet with (4) new Sonyprovide and install, and PTZ apmerashe (4) existing Public Safety IP PTZ cameras, ! 7. Blue Violet Networks will test, clean and refocus each analog camera and note its manufacturer, condition and age. 8. Blue Violet Networks will provide to the City a chart of all the existing cameras and their condition. o 1 , Blue we ksViolet to gatherNetworks materials andfrom schedu e o of Ssigned contract: 1 week to install the server and encoders, connect them all and then run the System Diagnostic Report on the existing cameras. 1 Day to set up the primary Workstation and program it Trainin Training will be provided in (2) four hour classes. It is recommended those participating in these classes take the Avigilon University end -user class at WWW.Avigilon.com Cost Proposal The Kational ty NVMS System Price 1 Jul 26 12 04:24p Blue Violet Networks (7141 540-1900 p.3 EXHIBIT A Location 1 - Police Department: Avigilon HD 15T8 NVR - 24C Software + 2 Audio C 11 x Avigilon H,264 Encoders - 4 x Encoder Racks Location 2 - City hall: 4 x Avigilon H.264 Encoders - 2 x Encoder Racks Location 3 - Fire Station 34: 2 x Avigilon H.264 Encoders - 1 x Encoder Rack Location 4 - Library: 3 x Avigilon H.264 Encoders - 1 x Encoder Rack Location 5 - Public Safety: 4 x Sony PTZ mounting locations System Sub Total Sales Tax System total $36,300.00 $3,176.25 S39,475.25 System Diagnostic, cleaning, re -focus and documentation of existing cameras Add / Delete Options: 1 C-HD-NVMS-ENT Program Cost $3, 000.00 Sub Total $44,476.25 Shipping $310.00 System Total $42,768.25 The National City NVMS Optional System Price ADO ACC 4 Enterprise HD NVMS for up to 4 camera channels and unlimited viewing clients QTY 34 SERVERS 15.0TB-HD-NVR HD NVR, 15.0 TB Storage, 2U Rack Mount 1 2 Jul 26 12 04:24p Blue Violet Networks (714) 540-1900 p•4 EXHIBIT A System Sub Total $19,800,00 Sales Tax $1, 848.44 System total $21,648.44 Sub Total $21,648.44 Shipping Options System Total RFP System Total $300.00 $21,948.44 $42,768.25 RFP & Options Systems Totals $64,716.69 Project Total $ 64.716.69 3 OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax August 15, 2012 Mr. Ladd Nelson Security Engineering & Business Development Blue Violet Networks 215 Baker Street East, Suite 150 Costa Mesa, CA 92626 Dear Mr. Nelson, On August 76, 2012, Resolution No. 2012-176 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Blue Violet Networks. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: MIS Dept.