HomeMy WebLinkAbout2016 CON Cohero - Records Management System SupportAGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
COHERO
THIS AGREEMENT is entered into on February 16, 2016 by and between the CITY OF
NATIONAL CITY, a municipal corporation (the "CITY"), and COHERO, a corporation (the
"CONTRACTOR").
RECITALS
WHEREAS, the CITY desires to employ a CONTRACTOR to provide support for
existing Northrop Grumman RMS, AFR, Revision Manager, ILink and ARJIS interfaces,
applications and modules.
WHEREAS, the CITY has determined that the CONTRACTOR is a public safety
technology provider and is qualified by experience and ability to perform the services desired by
the CITY, and the CONTRACTOR is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the
CONTRACTOR, and the CONTRACTOR agrees to perform the services set forth here in
accordance with all terms and conditions contained herein.
The CONTRACTOR represents that all services shall be performed directly by
the CONTRACTOR or under direct supervision of the CONTRACTOR.
2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement
will become effective on March 1, 2016. The duration of this Agreement is for one year, the
period of March 1, 2016 through February 28, 2017.
3. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth
in the attached Exhibit "A".
The CONTRACTOR 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 CONTRACTOR shall appear at meetings specified in Exhibit "A" to
keep staff and City Council advised of the progress on the Project.
The CITY may unilaterally, or upon request from the CONTRACTOR, from time
to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under
this Agreement. Upon doing so, the CITY and the CONTRACTOR 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.
4. PROJECT COORDINATION AND SUPERVISION. Ron Williams hereby is
designated as the Project Coordinator for the CITY and will monitor the progress and execution
of this Agreement. The CONTRACTOR shall assign a single Project Director to provide
supervision and have overall responsibility for the progress and execution of this Agreement for
the CONTRACTOR. Brad Laabs thereby is designated as the Project Director for the
CONTRACTOR.
5. COMPENSATION AND PAYMENT. The total compensation to
CONTRACTOR for providing the services set forth herein shall not exceed a total of $104,000.
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 IT Manager. 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 CONTRACTOR 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.
6. 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 CONTRACTOR and the City cannot agree to the quality or acceptability of the
work, the manner of performance and/or the compensation payable to the CONTRACTOR in
this Agreement, the City or the CONTRACTOR shall give to the other written notice. Within ten
(10) business days, the CONTRACTOR 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 CONTRACTOR.
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the
CONTRACTOR exclusively for the CITY and 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 CONTRACTOR hereby
assigns to the CITY, and CONTRACTOR thereby expressly waives and disclaims any copyright
in, and the right to reproduce, all written material, drawings, plans, specifications, or other work
prepared exclusively for the CITY under this Agreement, except upon the CITY'S prior
authorization regarding reproduction, which authorization shall not be unreasonably withheld.
City's Standard Agreement 2 City of National City
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The CONTRACTOR shall, upon request of the CITY, execute any further document(s) necessary
to further effectuate this waiver and disclaimer.
The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium, or method utilize the CONTRACTOR'S
written work product for the CITY'S purposes, and the CONTRACTOR expressly waives and
disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to
intellectual property and artistic works prepared exclusively for the CITY under this Agreement.
Any modification or reuse by the CITY of documents, drawings, or specifications
prepared by the CONTRACTOR shall relieve the CONTRACTOR 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 CONTRACTOR nor the CONTRACTOR'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 CONTRACTOR and
the CONTRACTOR'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 CONTRACTOR and its employees. Neither this Agreement nor any
interest herein may be assigned by the CONTRACTOR without the prior written consent of the
CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or
hiring as many employees, or SUBCONTRACTORS, as the CONTRACTOR may deem
necessary for the proper and efficient performance of this Agreement. All agreements by
CONTRACTOR with its SUBCONTRACTOR(S) shall require the SUBCONTRACTOR(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 CONTRACTOR or any of the CONTRACTOR'S employees,
except as herein set forth, and the CONTRACTOR or the CONTRACTOR'S agents, servants, or
employees are not in any manner agents, servants, or employees of the CITY, it being understood
that the CONTRACTOR its agents, servants, and employees are as to the CITY wholly
independent CONTRACTOR, and that the CONTRACTOR'S obligations to the CITY are solely
such as are prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, 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 CONTRACTOR and each
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of its SUBCONTRACTOR(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 CONTRACTOR represents and covenants
that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally
required to practice its profession. The CONTRACTOR represents and covenants that the
CONTRACTOR 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
CONTRACTOR to practice its profession.
12. STANDARD OF CARE.
A. The CONTRACTOR, 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 CONTRACTOR'S trade or profession currently practicing under similar
conditions and in similar locations. The CONTRACTOR shall take all special precautions
necessary to protect the CONTRACTOR'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
CONTRACTOR 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 CONTRACTOR'S professional performance or the
furnishing of materials or services relating thereto.
C. The CONTRACTOR is responsible for identifying any unique products,
treatments, processes or materials whose availability is critical to the success of the project the
CONTRACTOR 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
CONTRACTOR has notified the CITY otherwise, the CONTRACTOR 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 CONTRACTOR to use due
diligence under this sub -paragraph will render the CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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.
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14. CONFIDENTIAL INFORMATION.
The Parties may from time to time communicate between or amongst each other, or be in
possession of, certain confidential information. Such confidential information shall not be
disclosed unless authorized or required by federal, state or local law. Upon receipt of any request
for confidential information by a third party, the Parties agree to advise each other of such
request and their subsequent response to such request. The City is subject to the Public Records
Act and this provision is not intended to impede or impair the requirements or obligations under
that Act.
The CONTRACTOR 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
CONTRACTOR 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.
CONTRACTOR shall be liable to CITYfor any damages caused by breach of this
condition, pursuant to the provisions of Section 14.
The obligations specified in this Section shall survive the expiration, termination
or rescission of this Agreement and such obligations shall continue in full force and effect for a
period of three (3) years thereafter.
15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR
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 CONTRACTOR'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 CONTRACTOR 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 CONTRACTOR under this Agreement.
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17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase
and maintain, and shall require its SUBCONTRACTOR(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
$2,000,000 per occurrence and $4,000,000 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 CONTRACTOR'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 CONTRACTOR has no employees subject to the California Workers'
Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said
Declaration shall be provided to CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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.
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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
CONTRACTOR. During said 60-day period the CONTRACTOR 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
CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR,
whether paper or electronic, shall immediately become the property of and be delivered to the
CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for
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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 CONTRACTOR'S breach, if any. Thereafter, ownership of said
written material shall vest in the CITY all rights set forth in Section 7.
E. The CITY further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a
reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the CONTRACTOR.
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
MIS
City of National City
1243 National City Boulevard
National City, CA 91950-4301
To CONTRACTOR:
Bard Laabs
President/Chief Architect
Cohero
3912 Georgia Street
San Diego, CA 92103
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.
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22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONTRACTOR 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 CONTRACTOR also agrees not to specify any product, treatment,
process or material for the project in which the CONTRACTOR has a material financial interest,
either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall
at all times comply with the terms of the Political Reform Act and the National City Conflict of
Interest Code. The CONTRACTOR 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
CONTRACTOR has a financial interest as defined in Government Code Section 87103. The
CONTRACTOR 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 CONTRACTOR shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONTRACTOR 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 CONTRACTOR shall
obtain from the City Clerk.
The CONTRACTOR 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
CONTRACTOR.
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. Contractor 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.
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E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes. To the extent any provisions of any
Exhibits or Schedules conflict with any provisions of this Agreement, this Agreement shall
control.
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.
M. Force Majeure. Neither party is liable for delays or lack of performance
resulting from any causes beyond the reasonable control of a party including acts of God or the
public enemy, war, riot, civil commotion, insurrection, government or de facto governmental
action (unless caused by the intentionally wrongful acts or omissions of the party), fires,
explosions or floods, strikes, slowdowns or work stoppages any of which event(s) directly impact
the CONTRACTOR's operations in the CITY.
N. Severability. The provisions of this Agreement are severable. If any
paragraph, section, subdivision, sentence, clause, or phrase of this Agreement is for any reason
held to be contrary to the law or contrary to any rule or regulation having the force and effect of
the law, such decisions shall not affect the remaining portions of the Agreement. However, upon
the occurrence of such event, either party may terminate this Agreement by giving the other party
sixty (60) days written notice.
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[Signature Page to Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
CITY OF NATIONAL CITY
B
on Morrison, Mayor
February 16, 2016
PPROVED AS TO FORM:
ua Silva
COHERO
(Corporation — signatures of two corporate officers required)
(Partnership — one signature)
(Sole proprietorship — one signature)
(Name)
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(Print)
R-.-Stp�Ni
(Title) /
Dated: �t �I (o
By:
(Name)
(Print)
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(Title) Dated: ZII
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City's Standard Agreement
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City of National City
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EXHIBIT "A"
Support Proposal
National City Police Department
RMS & AFR Support Proposal
cohero
3912 Georgia Street, San Diego, CA 92103
858.777.1983 • info@cohero.com • cohero.com
Cohero is pleased to present the following proposal to the National City Police Department for the
support of your existing RMS and AFR systems. We believe we can provide outstanding support and
personalized service while keeping the systems running smoothly.
Cohero is uniquely qualified to provide you with continuity of operations. Cohero staff has years of
experience working with these systems and your agency. We are passionate about supporting our law
enforcement clients. While we understand you are in the process of moving to another system, we are
eager to ensure the continued longevity of your RMS & AFR systems as long as you need them.
Direct contact with engineers will ensure agile response to your needs, bypassing unwanted layers of
help desk and project management. If you are able to supply us with source code, we can modify the
applications directly to resolve issues or implement minor enhancements; otherwise, even without
access to the source code, we have demonstrated the ability to support the applications through
workarounds, shims and alternatives.
Cohero will provide 1 year of support for your existing RMS and AFR systems include the following:
• RMS
• AFR
• Revision Manager
• iLink and ARJIS interfaces
Our proposal is intended to include the same applications and modules supported by your current
provider. However, we will not support any product or module that has been delivered as a beta,
prototype, or in a similar non production -ready state.
Thank you for the opportunity to make this proposal. Please let us know if you have any questions or
concerns we can address about this proposal or the services we offer.
OPERATIONAL SUPPORT
Cohero will provide operational support for non -routine server issues, or problems affecting multiple
client workstations or end users. The expectation is that City IT staff will continue to respond to routine
operational issues, as well as issues affecting an individual workstation or end -user. Cohero will provide
backup support if City IT staff is unable to resolve the issues on their own.
We'll keep the current systems and functionality working. The support will include:
• Continuity of operations
0 8x5 telephone and remote access support through customer -provided VPN
January 8, 2016 Page I 1
National City Police Department
RMS & AFR Support Proposal
cohero
3912 Georgia Street, San Diego, CA 92103
858.777.1983 • info@cohero.com • cohero.com
o After hours, on -call support for critical issues
• Direct access to engineers
o City to identify primary IT contacts responsible for triaging all issues and contacting
Cohero for support
• Response to system operational issues, including:
o Data and database issues, including stored procedures and triggers
o Stuck/missing AFR reports that cannot be resolved by local IT staff
o Systemic iLink issues affecting upload of AFR or other data to RMS
o System errors and exceptions
o Interface problems
o Assistance with system (hardware) failure recovery and restoration
• Customer will continue to support hardware and operating systems and
perform backups
• Address application issues
o Best efforts to address application problems
• Without modification to source code, when feasible and/or when source code is
not available
• If source code changes are required to address application problems and source
code is available, Cohero may modify and deploy updated applications
o Identify and implement workarounds
o Replace stored procedures and triggers
o Minimize the impact of exceptions
TIME & MATERIALS SERVICES
Unexpected requirements come up frequently in a public safety setting, whether for reasons of
emergency response, new initiatives or in support of the community. Should the City have requirements
January 8, 2016 Page 12
National City Police Department c 0 e ro
RMS & AFR Support Proposal 3912 Georgia Street, San Diego, CA 92103
858.777.1983 • info@cohero.com • cohero.com
extending beyond those provided under our support agreement, Cohero will make our services available
on a time and materials (T&M) basis.
T&M services can be used to help find alternatives to issues with your current systems, create new
reports or enhance functionality through new development.
Some of our clients have found it convenient to add an optional 'not -to -exceed' allowance to their
support agreement to cover an allocation of T&M hours, using and paying for these hours only as
required. This approach means no additional contracts or change orders when you need something
special or on the quick. These are not "pre -paid" hours — they are simply available in reserve, used only
with the approval of designated City staff, and billed only if used.
The rate for these services is:
• $150 per hour, in the first year of the agreement
o Annual escalation thereafter
o Only when pre -authorized by the City
• Travel, labor and materials at actual cost
o Only when pre -authorized by the City
T&M services at the quoted rate are available only in combination with an active support agreement.
Please understand that T&M services are provided on a time -available basis.
January 8, 2016 Page 13
National City Police Department
RMS & AFR Support Proposal
SUMMARY OF PROPOSED SERVICES
cohero
3912 Georgia Street, San Diego, CA 92103
858.777.1983 • info@cohero.com • cohero.com
Continuity of operations
8x5 telephone support ✓
After-hours support for critical issues ✓
Access to engineers
Direct access for primary IT contacts ✓
System operational issues
Server issues
Issues affecting multiple workstations
Individual workstation issues (after City best effort)
Issues affecting multiple users
Individual user/report issues (after City best effort)
Systemic iLink issues
Individual iLink issues (after City best effort)
UCR issues
Application issues
Best effort resolution
Workarounds, DB procedures/triggers
Minimize impact of exceptions
Time and materials / Extra services
New reports & capabilities
On -demand services
Hours can be included in agreement & used only when/if needed
Note: Elements in this table are summarized for brevity. Refer to complete details of offering elsewhere in this proposal.
January 8, 2016 Page 14
National City Police Department ohero
RMS & AFR Support Proposal 3912 Georgia Street, San Diego, CA 92103
858.777.1983 • info@cohero.com • cohero.com
REFERENCES
Our focus at Cohero is to delight our customers with responsive and personal service. Our founders have
a longstanding attachment to law enforcement, and our long-term goal is to maintain those small
company personal connections, as opposed to seeking rapid growth.
Although we have an established relationship with the City through a previous project, we encourage
you to contact the other RMS/AFR sites we currently support to gain insight into the outstanding quality
of service we seek to provide.
Agency
Contact Alternate Contact
Coronado CA Police Department Cmdr. Jesus Ochoa
jochoa@coronado.ca.us
(619) 522-7372
Loveland CO Police Department
Sacramento County CA
Sheriff's Department
Vacaville CA Police Department
Kim Pals, Records Manager
kim.pals@cityofloveland.org
(970) 962-2242
Kevin Bell, Project Manager
kbell@sacsheriff.com
(916) 874-4267
Sgt. Adam Senf, IT Coordinator
asenf@cityofvacaville.com
(707) 449-5245
John Britto, IT Analyst
jbritto@sacsheriff.com
(916) 874-8641
Chief John Carli
jcarli@cityofvacaville.com
(707) 449-5220
January 8, 2016 Page 15
Icohero
3912 Georgia St., San Diego, CA 92103
QUOTE FOR:
Ron Williams
National City Police Department
1200 National City Blvd
National City, CA 91950
(866) 270-1983
info@cohero.com
www.cohero.com
QUOTE
QUOTE: 2016-003
DATE: 2/10/16
Valid for 90 Days
TERMS: Net 30
Description
Qty
Total
AFR/RMS Support Services
(4 quarters: 03/01/16 - 02/28/17)
Includes support for the following applications/modules:
- RMS
- AFR
- Revision Manager
- iLink and ARJIS Interfaces
PAYMENT OPTIONS
- 12 Months: $ 104,000 (billed annually in advance)
- 6 Months: $ 52,000 (billed semi-annually in advance)
- 3 Months: $ 26,000 (billed quarterly in advance)
Please refer to the proposal for a complete description of the services proposed.
4
104, 000.00
TOTAL:
1
$104,000.00
J
If you have any questions, please contact the Cohero team at info@cohero.com or (866) 270-1983
THANK YOU FOR YOUR BUSINESS!
Exhibit "B"
Support Agreement
Supplemental Terms & Conditions
Cohero Support Agreement
Supplemental Terms & Conditions
COHERO ("CONTRACTOR") is providing software support services to the CITY OF NATIONAL CITY
("CITY") under the scope of the associated agreement. This document identifies supplemental
terms and conditions specific to these services.
1. SUPPORT SERVICES. During the term of this agreement, CONTRACTOR shall provide the
services necessary to remedy any software error attributed to CONTRACTOR and which
significantly affects use of the Software Products described in Exhibit "A" and is reproducible
and verified by CONTRACTOR ("Software Error"). Such services shall be accomplished in
accordance with the priority system outlined below after CITY has identified and notified
CONTRACTOR of any such error in accordance with CONTRACTOR's reporting procedures.
Support of non -CONTRACTOR developed software applications and systems, without access
to source code, will be done on a best effort basis, making reasonable efforts to identify and
implement workarounds, minimize the impact of exceptions, and if no other options exists
and where feasible, identify or develop alternative solutions.
2. TIME AND PLACE OF SERVICE. Service will be provided remotely unless otherwise stated in
the Agreement Documents.
Unless otherwise stated, the hours of service will be 9:00 AM until 5:00 PM, Pacific Time,
Monday through Friday, holidays excepted. After hours, on -call support is available for
Priority One issues. The priorities are defined as:
PRIORITY ONE
Critical Software Errors: Software Errors that prevent or substantially interfere with
operation of the Software Products for their primary intended purpose on a system
wide basis, such as those errors that can cause unrecoverable loss of data or
prevent the Software Products from running.
Response: Upon receipt of notification from CITY, CONTRACTOR shall respond
within the next four (4) hours of the business day followed by action to resolve the
problem as soon as reasonably possible, including, where feasible, providing a
workaround for the problem pending such resolution.
PRIORITY TWO
Major Software Errors: Software Errors that do not prevent or substantially
interfere with operation of the Software Products for their primary intended
purpose or are not system wide, but that do prevent or materially interfere with
end user performance of common functions.
Response: CONTRACTOR shall respond within the next eight (8) hours of the
business day(s), followed by action to provide a workaround and/or resolve the
problem within a reasonable time, taking into consideration the effect of the
Software Error on CITY's operation of the Software Products.
PRIORITY THREE
Minor Software Errors: All other Software Errors not described above.
Response: CONTRACTORs shall respond within five (5) business days, and provide a
resolution within a reasonable time, taking into consideration the nature of the
software error, the effect upon operation of the Software Products, and the
reasonable requests of the CITY with respect to such correction.
3. NOTIFICATION BY CITY. CONTRACTOR shall provide either a form and e-mail address or a
web form on the CONTRACTOR website that CITY will use to provide issue notification.
Receipt of the notification will trigger the response times required under the previous
paragraph. CONTRACTOR shall also provide CITY a telephone number that will be used to
address service issues. CONTRACTOR may, from time -to -time, make changes to its
notification procedures, forms or numbers. CONTRACTOR shall immediately notify CITY, in
writing, of any such changes.
4. SUPPORT BY CITY. CITY agrees to provide CONTRACTOR with data, as requested, and with
sufficient support and test time on CITY's computer systems to duplicate the problem, verify
that the problem is with support Software Products, and verify that the problem has been
resolved.
CITY shall provide such system administration services on CITY's system and network as may
be required to keep the system and network upgraded and in acceptable operating
condition. CONTRACTOR does not provide system administration services under this
Agreement. Corrections and support efforts for system/network upgrades and new
equipment or defects and difficulties due to system administration issues shall be billed at
CONTRACTOR's standard charges for labor, material and per diem.
5. REMOTE ACCESS. CITY shall install and maintain for the duration of this Agreement, an
Internet accessible remote access system or Virtual Private Network (VPN) providing remote
access to CITY's systems. CITY shall pay for installation, maintenance and use of such
equipment and any associated use charges. CONTRACTOR, at its option, shall use this VPN
line in connection with support and error correction. CITY is entitled to require that access
by CONTRACTOR shall be subject to prior approval by CITY in each instance.
In addition to access to the servers, CITY shall provide a dedicated physical or virtual
workstation accessible via remote access 24/7, which will be used to validate issue
resolution and client operations. The workstation operating system and configuration will be
similar to the typically deployed workstation.
6. BACKGROUND CHECKS. If required by the CITY, employees of CONTRACTOR will submit to
background checks to verify their eligibility to access secure systems. All background
investigations will be done at CITY's expense.
Exhibit "C"
Software License Agreement
Cohero
Software License Agreement
This Software License Agreement is a legal agreement between COHERO ("CONTRACTOR") and
the CITY OF NATIONAL CITY ("CITY") for use of the software product(s) as defined in the
Agreement, which includes computer software and associated media, printed and electronic
materials, and may include "on-line" or electronic documentation ("Software Products" or
"Software"), by CITY.
The Software Products are protected by copyright laws and international copyright treaties, as
well as other intellectual property laws and treaties.
1. SOFTWARE DEVELOPMENT. CONTRACTOR shall perform software development as
necessary to deliver products or services described in the Agreement Documents and
Exhibit "A" attached hereto. These services shall be provided in accordance with this
Agreement. CONTRACTOR agrees to provide CITY a copy of any source code developed
under the scope of this agreement.
2. COPYRIGHT. The Software Products are protected by copyright laws and international
treaty provisions. Therefore, CITY must treat the Software Products like any other
copyrighted material except that CITY may make additional copies of the Software
Products solely for backup or archival purposes. CITY may not copy or distribute the
electronic or printed documentation accompanying the Software Products except as
may be required for maintenance or training purposes.
3. LICENSES. CONTRACTOR may provide Software Products under this Agreement and
may provide other software that has been licensed from third parties. CONTRACTOR
shall grant licenses or sub -licenses to CITY for the Software Products. CITY will execute
each and every license agreement as required and monitor compliance on a reasonable
basis.
The Software Products provided under this Agreement are licensed with an unlimited
use site license.
4. RIGHTS AND TITLE. CONTRACTOR retains all rights, title and interest, including
derivatives, in all source code and processes, documents, drawings, specifications, and
similar information related to the Software Products.
The Software Products and any improvements, modifications and changes to the
Software Products provided hereunder and all copies thereof are proprietary to
CONTRACTOR and title thereto remains with CONTRACTOR. All applicable rights to
patents, copyrights, trademarks, and trade secrets in the Software Products and the
improvements, modifications and changes thereto are and shall remain with
CONTRACTOR. CITY shall not sell, transfer, publish, disclose, display or otherwise make
available the Software Products or improvements, modifications or changes thereto or
copies thereof to others. CITY agrees to secure and protect each program, Software
Product and copies thereof in a manner consistent with the maintenance of
CONTRACTOR'S rights therein and to take appropriate action by instruction or
agreement with its employees who are permitted access to each program or Software
Product to satisfy its obligations hereunder. All copies of the Software Products, or
improvements, modifications or changes thereto made by CITY including translations,
compilations, partial copies with modifications and updated works are the property of
CONTRACTOR.
Violation of any provisions herein shall be the basis for immediate termination of this
Agreement. Termination of this Agreement shall be in addition to and not in lieu of any
equitable remedies available to CONTRACTOR.
5. GRANT OF LICENSE. The Software Products are only licensed, not sold. CONTRACTOR
hereby grants the CITY the following rights:
a. USE OF LICENSE. CITY is hereby granted a perpetual, non -transferable, non-
exclusive right to use the Software Products for the CITY's own internal use.
b. STORAGE/NETWORK USE. The CITY may install, store and use the Software
Products as required according to the licensing quantity and type as specified in
the Agreement Documents.
c. ADDITIONAL COPIES. The CITY may make additional copies of the Software
Products as reasonably required for development and backup purposes
provided that such copies contain all of the copyright notices and other
proprietary markings contained on the original.
d. SOURCE CODE. The source code provided under this agreement and derivatives
may be used internally by the CITY for any purpose, but may not be sold,
disclosed, or shared with any third party including other government entities.
6. TERMINATION. Without prejudice to any other rights, including the rights provided
under section 5 above, CONTRACTOR may terminate this Software License Agreement if
CITY fails to comply with the terms and conditions of this Software License Agreement.
In such event, CITY must immediately destroy all copies of the Software Products and all
component parts.
7. CITY MODIFICATIONS. CITY shall inform CONTRACTOR in writing of any modifications
made by CITY to the Software Products or interfaces to the Software Products. Refer to
the Software License Agreement for limitations as to CITY rights and use.
Until CONTRACTOR accepts CITY modifications into the base code library, CONTRACTOR
shall not be responsible for maintaining CITY modifications or software affected by CITY
modifications. Corrections for difficulties or defects traceable to CITY's modifications
shall be billed at CONTRACTOR's standard time and material charges.
8. LIMITED WARRANTY. CITY shall receive a limited warranty on Software Products that
warrants that the Software Products will perform in accordance with the CITY approved
design specification document for a period of one (1) year from the date of delivery.
9. NO OTHER WARRANTIES. To the extent permitted by applicable law, CONTRACTOR
disclaims all other warranties, either express or implied, including, but not limited to,
implied warranties of merchantability and fitness for a particular purpose, with regard
to the Software Products, and any accompanying hardware. This limited warranty gives
the CITY certain legal rights. CITY may have additional rights, which vary from
state/jurisdiction to state/jurisdiction.
RESOLUTION NO. 2016 — 19
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
WAIVING THE BID PROCESS PURSUANT TO SECTION 2.60.110(B)
OF THE NATIONAL CITY MUNICIPAL CODE AND AUTHORIZING
THE MAYOR TO EXECUTE A ONE-YEAR SOFTWARE MAINTENANCE
AGREEMENT WITH COHERO IN THE TOTAL NOT -TO -EXCEED AMOUNT
OF $104,000 TO SUPPORT THE NORTHROP GRUMMAN LAW
ENFORCEMENT RECORDS MANAGEMENT SYSTEM
WHEREAS, the Law Enforcement Records Management System ("RMS")
provides National City Police Department with real-time electronic records related to crime and
arrest reports that are processed and uploaded to the San Diego Area Regional Justice
Information System ("ARMS"); and
WHEREAS, as of March 1, 2016, Northrop Grumman Systems Corporation will
discontinue to provide on -going software maintenance and support for their law enforcement
records management system; and
WHEREAS, Cohero is a public safety software technology company with
expertise in supporting Computer Aided Dispatch (CAD), Law Enforcement Records
Management Systems, and Mobile and 911 Systems, and is capable to providing software
maintenance for the law enforcement records management system for the not to exceed
amount of $104,000; and
WHEREAS, it is requested that Council waive the formal bidding requirements as
allowed in Chapter 2.60.110(B)(2) and (3) of the Municipal Code, and award a contract to
Cohero to provide software maintenance for the records management system because a delay
would unduly jeopardize support of Law Enforcement Records Management System (RMS), it
has been determined to be competitive within the industry, and no further purpose would be
served by issuing a formal bid at this point in the process.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
National City hereby authorizes waiving the bid process pursuant to Section 2.60.110(b)(2) and
(3) of the National City Municipal Code.
BE IT FURTHER RESOLVED that the City Council hereby authorizes the Mayor
to execute a one-year Agreement with Cohero to provide software maintenance for the Northrop
Grumman law enforcement records management system for the not to exceed amount of
$104,000.
PASSED and ADOPTED this 16th day of Febru , 2016.
on Morrison, Mayor
ATTEST: APROVED AS TO FORM:
„:„4„,),e10,.,46„
Mich el R. Dalla, City Clerk
Cudia u. Silva
City Attorn
Passed and adopted by the Council of the City of National City, California, on February
16, 2016 by the following vote, to -wit:
Ayes: Councilmembers Cano, Mendivil, Morrison, Rios.
Nays: None.
Absent: Councilmember Sotelo-Solis.
Abstain: None.
AUTHENTICATED BY:
RON MORRISON
Mayor of the City of National City, California
City CI 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. 2016-19 of the City of National City, California, passed and adopted
by the Council of said City on February 16, 2016.
City Clerk of the City of National City, California
By:
Deputy
CITY OF NATIONAL CITY, CALIFORNIA
COUNCIL AGENDA STATEMENT
MEETING DATE: February 16, 2016
C'd0\G-5
AGENDA ITEM NO. Z
ITEM TITLE:
Resolution of the City Council of the City of National City waiving the bid process pursuant to section
2.60.110(B) of the National City Municipal Code and authorizing the Mayor to execute a one year
software maintenance agreement with Cohero in the total not -to -exceed amount of $104,000 to
support the Northrop Grumman Law Enforcement Records Management System.
PREPARED BY: Ron Williams DEPARTMENT: MIS
PHONE: 619-336-4373 APPROVED BY:
EXPLANATION:
See Attached
ative Services
FINANCIAL STATEMENT:
ACCOUNT NO. 629-417-082-281-0000
APPROVED: nance
APPROVED:
ENVIRONMENTAL REVIEW:
This is not a project, and therefore, not subject to environmental review.
ORDINANCE: INTRODUCTION:
FINAL ADOPTION:
STAFF RECOMMENDATION:
Staff recommends Council waive the formal bidding requirements as allowed in Chapter 2.60.110(B) of
the Municipal Code, and award the contract to Cohero.
BOARD / COMMISSION RECOMMENDATION:
N/A
ATTACHMENTS:
Attachment 1: Explanation
Attachment 2: Contract
.,\o' tio. QokC-xq
Explanation
The Law Enforcement Records Management System (RMS) provides National City
Police Department with real-time electronic records related to crime and arrest reports.
The RMS data is processed and uploaded to the San Diego Area Regional Justice
Information System (ARJIS). Northrop Grumman Systems Corporation will no longer
provide on -going software maintenance and support for the current RMS version after
February 29, 2016. National City is in the process of upgrading to San Diego County
NetRMS records management system. In the interim, support for the current Northrop
Grumman Law Enforcement Records Management System is necessary. Cohero is a
public safety software technology company with expertise in supporting Computer Aided
Dispatch (CAD), Law Enforcement Records Management Systems, Mobile and 911
Systems.
It is requested that Council waive the formal bidding requirements as allowed in Chapter
2.60.110(B)(2)(3) of the Municipal Code, and award the contract to Cohero for the
following reasons:
1. Delay would unduly jeopardize support of Law Enforcement Records Management
System (RMS).
2. The price has been determined to be competitive within the industry.
3. No further purpose would be served by issuing a formal bid at this point in the
process.
AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
COHERO
THIS AGREEMENT is entered into on February 16, 2016 by and between the CITY OF
NATIONAL CITY, a municipal corporation (the "CITY"), and COHERO, a corporation (the
"CONTRACTOR").
RECITALS
WHEREAS, the CITY desires to employ a CONTRACTOR to provide support for
existing Northrop Grumman RMS, AFR, Revision Manager, ILink and ARJIS interfaces,
applications and modules.
WHEREAS, the CITY has determined that the CONTRACTOR is a public safety
technology provider and is qualified by experience and ability to perform the services desired by
the CITY, and the CONTRACTOR is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONTRACTOR The CITY agrees to engage the
CONTRACTOR, and the CONTRACTOR agrees to perform the services set forth here in
accordance with all terms and conditions contained herein.
The CONTRACTOR represents that all services shall be performed directly by
the CONTRACTOR or under direct supervision of the CONTRACTOR.
2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement
will become effective on March 1, 2016. The duration of this Agreement is for one year, the
period of March 1, 2016 through February 28, 2017.
3. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth
in the attached Exhibit "A".
The CONTRACTOR 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 CONTRACTOR shall appear at meetings specified in Exhibit "A" to
keep staff and City Council advised of the progress on the Project.
The CITY may unilaterally, or upon request from the CONTRACTOR, from time
to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under
this Agreement. Upon doing so, the CITY and the CONTRACTOR 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.
4. PROJECT COORDINATION AND SUPERVISION. Ron Williams hereby is
designated as the Project Coordinator for the CITY and will monitor the progress and execution
of this Agreement. The CONTRACTOR shall assign a single Project Director to provide
supervision and have overall responsibility for the progress and execution of this Agreement for
the CONTRACTOR. Brad Laabs thereby is designated as the Project Director for the
CONTRACTOR.
5. COMPENSATION AND PAYMENT. The total compensation to
CONTRACTOR for providing the services set forth herein shall not exceed a total of $104,000.
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 IT Manager. 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 CONTRACTOR 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.
6. 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 CONTRACTOR and the City cannot agree to the quality or acceptability of the
work, the manner of performance and/or the compensation payable to the CONTRACTOR in
this Agreement, the City or the CONTRACTOR shall give to the other written notice. Within ten
(10) business days, the CONTRACTOR 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 CONTRACTOR.
7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the
CONTRACTOR exclusively for the CITY and 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 CONTRACTOR hereby
assigns to the CITY, and CONTRACTOR thereby expressly waives and disclaims any copyright
in, and the right to reproduce, all written material, drawings, plans, specifications, or other work
prepared exclusively for the CITY under this Agreement, except upon the CITY'S prior
authorization regarding reproduction, which authorization shall not be unreasonably withheld.
City's Standard Agreement
Revised 2015
2 City of National City
and Cohem
The CONTRACTOR shall, upon request of the CITY, execute any further document(s) necessary
to further effectuate this waiver and disclaimer.
The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce,
modify, assign, transfer, or in any other way, medium, or method utilize the CONTRACTOR'S
written work product for the CITY'S purposes, and the CONTRACTOR expressly waives and
disclaims any residual rights granted to it by Civil Code Sections 980 through 989 relating to
intellectual property and artistic works prepared exclusively for the CITY under this Agreement.
Any modification or reuse by the CITY of documents, drawings, or specifications
prepared by the CONTRACTOR shall relieve the CONTRACTOR 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 CONTRACTOR nor the CONTRACTOR'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 CONTRACTOR and
the CONTRACTOR'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 CONTRACTOR and its employees. Neither this Agreement nor any
interest herein may be assigned by the CONTRACTOR without the prior written consent of the
CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or
hiring as many employees, or SUBCONTRACTORS, as the CONTRACTOR may deem
necessary for the proper and efficient performance of this Agreement. All agreements by
CONTRACTOR with its SUBCONTRACTOR(S) shall require the SUBCONTRACTOR(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 CONTRACTOR or any of the CONTRACTOR'S employees,
except as herein set forth, and the CONTRACTOR or the CONTRACTOR'S agents, servants, or
employees are not in any manner agents, servants, or employees of the CITY, it being understood
that the CONTRACTOR its agents, servants, and employees are as to the CITY wholly
independent CONTRACTOR, and that the CONTRACTOR'S obligations to the CITY are solely
such as are prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, 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 CONTRACTOR and each
City's Standard Agreement 3 City of National City
Revised 2015 and Cotero
of its SUBCONTRACTOR(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 CONTRACTOR represents and covenants
that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally
required to practice its profession. The CONTRACTOR represents and covenants that the
CONTRACTOR 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
CONTRACTOR to practice its profession.
12. STANDARD OF CARE.
A. The CONTRACTOR, 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 CONTRACTOR'S trade or profession currently practicing under similar
conditions and in similar locations. The CONTRACTOR shall take all special precautions
necessary to protect the CONTRACTOR'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
CONTRACTOR 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 CONTRACTOR'S professional performance or the
furnishing of materials or services relating thereto.
C. The CONTRACTOR is responsible for identifying any unique products,
treatments, processes or materials whose availability is critical to the success of the project the
CONTRACTOR 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
CONTRACTOR has notified the CITY otherwise, the CONTRACTOR 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 CONTRACTOR to use due
diligence under this sub -paragraph will render the CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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.
City's Standard Agreement
Revised 2015
4 City of National City
and Coharo
14. CONFIDENTIAL INFORMATION.
The Parties may from time to time communicate between or amongst each other, or be in
possession of, certain confidential information. Such confidential information shall not be
disclosed unless authorized or required by federal, state or local law. Upon receipt of any request
for confidential information by a third party, the Parties agree to advise each other of such
request and their subsequent response to such request. The City is subject to the Public Records
Act and this provision is not intended to impede or impair the requirements or obligations under
that Act.
The CONTRACTOR 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
CONTRACTOR 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.
CONTRACTOR shall be liable to CITYfor any damages caused by breach of this
condition, pursuant to the provisions of Section 14.
The obligations specified in this Section shall survive the expiration, termination
or rescission of this Agreement and such obligations shall continue in full force and effect for a
period of three (3) years thereafter.
15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR
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 CONTRACTOR'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 CONTRACTOR 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 CONTRACTOR under this Agreement.
City's Standard Agreement
5 City of National City
Revised 2015 and Cohero
17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase
and maintain, and shall require its SUBCONTRACTOR(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
$2,000,000 per occurrence and $4,000,000 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 CONTRACTOR'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 CONTRACTOR has no employees subject to the California Workers'
Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said
Declaration shall be provided to CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR 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.
City's Standard Agreement
Revised 2015
6 City of National City
and Cohero
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
CONTRACTOR. During said 60-day period the CONTRACTOR 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
CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR,
whether paper or electronic, shall immediately become the property of and be delivered to the
CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for
City's Standard Agreement
7 City of National City
Revised 2015 and Cohero
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 CONTRACTOR'S breach, if any. Thereafter, ownership of said
written material shall vest in the CITY all rights set forth in Section 7.
E. The CITY further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a
reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business
reorganization, change in business name or change in business status of the CONTRACTOR.
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
MIS
City of National City
1243 National City Boulevard
National City, CA 91950-4301
To CONTRACTOR:
Bard Laabs
President/Chief Architect
Cohero
3912 Georgia Street
San Diego, CA 92103
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.
City's Standard Agreement
Revised 2015
8 City of National City
and Cohero
22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONTRACTOR 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 CONTRACTOR also agrees not to specify any product, treatment,
process or material for the project in which the CONTRACTOR has a material financial interest,
either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall
at all times comply with the terms of the Political Reform Act and the National City Conflict of
Interest Code. The CONTRACTOR 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
CONTRACTOR has a financial interest as defined in Government Code Section 87103. The
CONTRACTOR 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 CONTRACTOR shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONTRACTOR 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 CONTRACTOR shall
obtain from the City Clerk.
The CONTRACTOR 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
CONTRACTOR.
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. Contractor 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.
City's Standard Agreement 9 City of National City
Revised 2015 and Cohero
E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes. To the extent any provisions of any
Exhibits or Schedules conflict with any provisions of this Agreement, this Agreement shall
control.
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 parry'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.
M. Force Majeure. Neither party is liable for delays or lack of performance
resulting from any causes beyond the reasonable control of a party including acts of God or the
public enemy, war, riot, civil commotion, insurrection, government or de facto governmental
action (unless caused by the intentionally wrongful acts or omissions of the party), fires,
explosions or floods, strikes, slowdowns or work stoppages any of which event(s) directly impact
the CONTRACTOR'S operations in the CITY.
N. Severability. The provisions of this Agreement are severable. If any
paragraph, section, subdivision, sentence, clause, or phrase of this Agreement is for any reason
held to be contrary to the law or contrary to any rule or regulation having the force and effect of
the law, such decisions shall not affect the remaining portions of the Agreement. However, upon
the occurrence of such event, either party may terminate this Agreement by giving the other party
sixty (60) days written notice.
City's Standard Agreement 10
Revised 2015
City of National City
and Cohero
[Signature Page to Follow]
City's Standard Agreement 11
City of National City
Revised 2015 and Cottero
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
Dated:
APPROVED AS TO FORM:
Claudia Gacitua Silva
City Attorney
COHERO
(Corporation — signatures of two corporate officers required)
(Partnership — one signature)
(Sole proprietorship — one signature)
-,(e3,1
By: c
(Name)
-P)A-es)
(Print)
(Title) Dated: i-ir
By:
(Name)
-Dowtd 6«6
(Print)
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City's Standard Agreement 12 City of National City
Revised 2015 and Cohero
EXHIBIT "A"
Support Proposal
National City Police Department
cohero
RMS & AFR Support Proposal 3912 Georgia Street, San Diego, CA 92103
858.777.1983 • info@cohero.com • cohero.com
Cohero is pleased to present the following proposal to the National City Police Department for the
support of your existing RMS and AFR systems. We believe we can provide outstanding support and
personalized service while keeping the systems running smoothly.
Cohero is uniquely qualified to provide you with continuity of operations. Cohero staff has years of
experience working with these systems and your agency. We are passionate about supporting our law
enforcement clients. While we understand you are in the process of moving to another system, we are
eager to ensure the continued longevity of your RMS & AFR systems as long as you need them.
Direct contact with engineers will ensure agile response to your needs, bypassing unwanted layers of
help desk and project management. If you are able to supply us with source code, we can modify the
applications directly to resolve issues or implement minor enhancements; otherwise, even without
access to the source code, we have demonstrated the ability to support the applications through
workarounds, shims and alternatives.
Cohero will provide 1 year of support for your existing RMS and AFR systems include the following:
• RMS
• AFR
• Revision Manager
iLink and ARJIS interfaces
Our proposal is intended to include the same applications and modules supported by your current
provider. However, we will not support any product or module that has been delivered as a beta,
prototype, or in a similar non production -ready state.
Thank you for the opportunity to make this proposal. Please let us know if you have any questions or
concerns we can address about this proposal or the services we offer.
OPERATIONAL SUPPORT
Cohero will provide operational support for non -routine server issues, or problems affecting multiple
client workstations or end users. The expectation is that City IT staff will continue to respond to routine
operational issues, as well as issues affecting an individual workstation or end -user. Cohero will provide
backup support if City IT staff is unable to resolve the issues on their own.
We'll keep the current systems and functionality working. The support will include:
• Continuity of operations
o 8x5 telephone and remote access support through customer -provided VPN
January 8, 2016
Page I 1
National City Police Department
cohero
RMS & AFR Support Proposal 3912 Georgia Street, San Diego, CA 92103
858.777.1983 • info@cohero.com • cohero.com
o After hours, on -call support for critical issues
• Direct access to engineers
o City to identify primary IT contacts responsible for triaging all issues and contacting
Cohero for support
• Response to system operational issues, including:
o Data and database issues, including stored procedures and triggers
o Stuck/missing AFR reports that cannot be resolved by local IT staff
o Systemic iLink issues affecting upload of AFR or other data to RMS
o System errors and exceptions
o Interface problems
o Assistance with system (hardware) failure recovery and restoration
• Customer will continue to support hardware and operating systems and
perform backups
• Address application issues
o Best efforts to address application problems
• Without modification to source code, when feasible and/or when source code is
not available
• If source code changes are required to address application problems and source
code is available, Cohero may modify and deploy updated applications
o Identify and implement workarounds
o Replace stored procedures and triggers
o Minimize the impact of exceptions
TIME & MATERIALS SERVICES
Unexpected requirements come up frequently in a public safety setting, whether for reasons of
emergency response, new initiatives or in support of the community. Should the City have requirements
January 8, 2016 Page 12
National City Police Department
�cohero
RMS & AFR Support Proposal 3912 Georgia Street, San Diego, CA 92103
858.777.1983 • info@cohero.com • cohero.com
extending beyond those provided under our support agreement, Cohero will make our services available
on a time and materials (T&M) basis.
T&M services can be used to help find alternatives to issues with your current systems, create new
reports or enhance functionality through new development.
Some of our clients have found it convenient to add an optional 'not -to -exceed' allowance to their
support agreement to cover an allocation of T&M hours, using and paying for these hours only as
required. This approach means no additional contracts or change orders when you need something
special or on the quick. These are not "pre -paid" hours — they are simply available in reserve, used only
with the approval of designated City staff, and billed only if used.
The rate for these services is:
• $150 per hour, in the first year of the agreement
o Annual escalation thereafter
o Only when pre -authorized by the City
• Travel, labor and materials at actual cost
o Only when pre -authorized by the City
T&M services at the quoted rate are available only in combination with an active support agreement.
Please understand that T&M services are provided on a time -available basis.
January 8, 2016 Page 13
National City Police Department
RMS & AFR Support Proposal
SUMMARY OF PROPOSED SERVICES
Icohero
3912 Georgia Street, San Diego, CA 92103
858.777.1983 • info@cohero.com • cohero.com
Continuity of operations
8x5 telephone support
After-hours support for critical issues
Access to engineers
Direct access for primary IT contacts
System operational issues
Server issues
Issues affecting multiple workstations
Individual workstation issues (after City best effort) ✓
Issues affecting multiple users ✓
Individual user/report issues (after City best effort) ✓
Systemic iLink issues ✓
Individual iLink issues (after City best effort) ✓
UCR issues ✓
Application issues
Best effort resolution
Workarounds, DB procedures/triggers
Minimize impact of exceptions
Time and materials / Extra services
New reports & capabilities ✓
On -demand services ✓
Hours can be included in agreement & used only when/if needed ✓
Note: Elements in this table are summarized for brevity. Refer to complete details of offering elsewhere in this proposal.
January 8, 2016 Page 14
National City Police Department
RMS & AFR Support Proposal 3912 Georgia Street, San Diego, CA 92103
858.777.1983 • info@cohero.com • cohero.com
REFERENCES
cohero
Our focus at Cohero is to delight our customers with responsive and personal service. Our founders have
a longstanding attachment to law enforcement, and our long-term goal is to maintain those small
company personal connections, as opposed to seeking rapid growth.
Although we have an established relationship with the City through a previous project, we encourage
you to contact the other RMS/AFR sites we currently support to gain insight into the outstanding quality
of service we seek to provide.
Agency
Coronado CA Police Department
Loveland CO Police Department
Contact Alternate Contact
Cmdr. Jesus Ochoa
jochoa@coronado.ca.us
(619) 522-7372
Kim Pals, Records Manager
kim.pals@cityofloveland.org
(970) 962-2242
Sacramento County CA
Sheriff's Department
Kevin Bell, Project Manager
kbell@sacsheriff.com
(916) 874-4267
John Britto, IT Analyst
jbritto@sacsheriff.com
(916) 874-8641
Vacaville CA Police Department Sgt. Adam Senf, IT Coordinator
asenf@cityofvacaville.com
(707) 449-5245
Chief John Carli
icarli@cityofvacaville.com
(707) 449-5220
Page I 5
January 8, 2016
'coher
3912 Georgia St., San Diego, CA 92103
QUOTE FOR:
Ron Williams
National City Police Department
1200 National City Blvd
National City, CA 91950
(866) 270-1983
info@cohero.com
www.cohero.com
QUOTE
QUOTE: 2016-003
DATE: 2/10/16
Valid for 90 Days
TERMS: Net 30
Description
Qty
Total
AFR/RMS Support Services
(4 quarters: 03/01/16 - 02/28/17)
Includes support for the following applications/modules:
- RMS
- AFR
- Revision Manager
- iLink and ARJIS Interfaces
PAYMENT OPTIONS
- 12 Months: $ 104,000 (billed annually in advance)
- 6 Months: $ 52,000 (billed semi-annually in advance)
- 3 Months: $ 26,000 (billed quarterly in advance)
Please refer to the proposal for a complete description of the services proposed.
4
104,000.00
TOTAL:
$104,000.00
I
If you have any questions, please contact the Cohero team at info@cohero.com or (866) 270-1983
THANK YOU FOR YOUR BUSINESS!
Exhibit "B"
Support Agreement
Supplemental Terms & Conditions
Cohero Support Agreement
Supplemental Terms & Conditions
COHERO ("CONTRACTOR") is providing software support services to the CITY OF NATIONAL CITY
("CITY") under the scope of the associated agreement. This document identifies supplemental
terms and conditions specific to these services.
1. SUPPORT SERVICES. During the term of this agreement, CONTRACTOR shall provide the
services necessary to remedy any software error attributed to CONTRACTOR and which
significantly affects use of the Software Products described in Exhibit "A" and is reproducible
and verified by CONTRACTOR ("Software Error"). Such services shall be accomplished in
accordance with the priority system outlined below after CITY has identified and notified
CONTRACTOR of any such error in accordance with CONTRACTOR's reporting procedures.
Support of non -CONTRACTOR developed software applications and systems, without access
to source code, will be done on a best effort basis, making reasonable efforts to identify and
implement workarounds, minimize the impact of exceptions, and if no other options exists
and where feasible, identify or develop alternative solutions.
2. TIME AND PLACE OF SERVICE. Service will be provided remotely unless otherwise stated in
the Agreement Documents.
Unless otherwise stated, the hours of service will be 9:00 AM until 5:00 PM, Pacific Time,
Monday through Friday, holidays excepted. After hours, on -call support is available for
Priority One issues. The priorities are defined as:
PRIORITY ONE
Critical Software Errors: Software Errors that prevent or substantially interfere with
operation of the Software Products for their primary intended purpose on a system
wide basis, such as those errors that can cause unrecoverable loss of data or
prevent the Software Products from running.
Response: Upon receipt of notification from CITY, CONTRACTOR shall respond
within the next four (4) hours of the business day followed by action to resolve the
problem as soon as reasonably possible, including, where feasible, providing a
workaround for the problem pending such resolution.
PRIORITY TWO
Major Software Errors: Software Errors that do not prevent or substantially
interfere with operation of the Software Products for their primary intended
purpose or are not system wide, but that do prevent or materially interfere with
end user performance of common functions.
Response: CONTRACTOR shall respond within the next eight (8) hours of the
business day(s), followed by action to provide a workaround and/or resolve the
problem within a reasonable time, taking into consideration the effect of the
Software Error on CITY's operation of the Software Products.
PRIORITY THREE
Minor Software Errors: All other Software Errors not described above.
Response: CONTRACTORS shall respond within five (5) business days, and provide a
resolution within a reasonable time, taking into consideration the nature of the
software error, the effect upon operation of the Software Products, and the
reasonable requests of the CITY with respect to such correction.
3. NOTIFICATION BY CITY. CONTRACTOR shall provide either a form and e-mail address or a
web form on the CONTRACTOR website that CITY will use to provide issue notification.
Receipt of the notification will trigger the response times required under the previous
paragraph. CONTRACTOR shall also provide CITY a telephone number that will be used to
address service issues. CONTRACTOR may, from time -to -time, make changes to its
notification procedures, forms or numbers. CONTRACTOR shall immediately notify CITY, in
writing, of any such changes.
4. SUPPORT BY CITY. CITY agrees to provide CONTRACTOR with data, as requested, and with
sufficient support and test time on CITY's computer systems to duplicate the problem, verify
that the problem is with support Software Products, and verify that the problem has been
resolved.
CITY shall provide such system administration services on CITY's system and network as may
be required to keep the system and network upgraded and in acceptable operating
condition. CONTRACTOR does not provide system administration services under this
Agreement. Corrections and support efforts for system/network upgrades and new
equipment or defects and difficulties due to system administration issues shall be billed at
CONTRACTOR'S standard charges for labor, material and per diem.
5. REMOTE ACCESS. CITY shall install and maintain for the duration of this Agreement, an
Internet accessible remote access system or Virtual Private Network (VPN) providing remote
access to CITY's systems. CITY shall pay for installation, maintenance and use of such
equipment and any associated use charges. CONTRACTOR, at its option, shall use this VPN
line in connection with support and error correction. CITY is entitled to require that access
by CONTRACTOR shall be subject to prior approval by CITY in each instance.
In addition to access to the servers, CITY shall provide a dedicated physical or virtual
workstation accessible via remote access 24/7, which will be used to validate issue
resolution and client operations. The workstation operating system and configuration will be
similar to the typically deployed workstation.
6. BACKGROUND CHECKS. If required by the CITY, employees of CONTRACTOR will submit to
background checks to verify their eligibility to access secure systems. All background
investigations will be done at CITY's expense.
Exhibit "C"
Software License Agreement
Cohero
Software License Agreement
This Software License Agreement is a legal agreement between COHERO ("CONTRACTOR") and
the CITY OF NATIONAL CITY ("CITY") for use of the software product(s) as defined in the
Agreement, which includes computer software and associated media, printed and electronic
materials, and may include "on-line" or electronic documentation ("Software Products" or
"Software"), by CITY.
The Software Products are protected by copyright laws and international copyright treaties, as
well as other intellectual property laws and treaties.
1. SOFTWARE DEVELOPMENT. CONTRACTOR shall perform software development as
necessary to deliver products or services described in the Agreement Documents and
Exhibit "A" attached hereto. These services shall be provided in accordance with this
Agreement. CONTRACTOR agrees to provide CITY a copy of any source code developed
under the scope of this agreement.
2. COPYRIGHT. The Software Products are protected by copyright laws and international
treaty provisions. Therefore, CITY must treat the Software Products like any other
copyrighted material except that CITY may make additional copies of the Software
Products solely for backup or archival purposes. CITY may not copy or distribute the
electronic or printed documentation accompanying the Software Products except as
may be required for maintenance or training purposes.
3. LICENSES. CONTRACTOR may provide Software Products under this Agreement and
may provide other software that has been licensed from third parties. CONTRACTOR
shall grant licenses or sub -licenses to CITY for the Software Products. CITY will execute
each and every license agreement as required and monitor compliance on a reasonable
basis.
The Software Products provided under this Agreement are licensed with an unlimited
use site license.
4. RIGHTS AND TITLE. CONTRACTOR retains all rights, title and interest, including
derivatives, in all source code and processes, documents, drawings, specifications, and
similar information related to the Software Products.
The Software Products and any improvements, modifications and changes to the
Software Products provided hereunder and all copies thereof are proprietary to
CONTRACTOR and title thereto remains with CONTRACTOR. All applicable rights to
patents, copyrights, trademarks, and trade secrets in the Software Products and the
improvements, modifications and changes thereto are and shall remain with
CONTRACTOR. CITY shall not sell, transfer, publish, disclose, display or otherwise make
available the Software Products or improvements, modifications or changes thereto or
copies thereof to others. CITY agrees to secure and protect each program, Software
Product and copies thereof in a manner consistent with the maintenance of
CONTRACTOR's rights therein and to take appropriate action by instruction or
agreement with its employees who are permitted access to each program or Software
Product to satisfy its obligations hereunder. All copies of the Software Products, or
improvements, modifications or changes thereto made by CITY including translations,
compilations, partial copies with modifications and updated works are the property of
CONTRACTOR.
Violation of any provisions herein shall be the basis for immediate termination of this
Agreement. Termination of this Agreement shall be in addition to and not in lieu of any
equitable remedies available to CONTRACTOR.
5. GRANT OF LICENSE. The Software Products are only licensed, not sold. CONTRACTOR
hereby grants the CITY the following rights:
a. USE OF LICENSE. CITY is hereby granted a perpetual, non -transferable, non-
exclusive right to use the Software Products for the CITY's own internal use.
b. STORAGE/NETWORK USE. The CITY may install, store and use the Software
Products as required according to the licensing quantity and type as specified in
the Agreement Documents.
c. ADDITIONAL COPIES. The CITY may make additional copies of the Software
Products as reasonably required for development and backup purposes
provided that such copies contain all of the copyright notices and other
proprietary markings contained on the original.
d. SOURCE CODE. The source code provided under this agreement and derivatives
may be used internally by the CITY for any purpose, but may not be sold,
disclosed, or shared with any third party including other government entities.
6. TERMINATION. Without prejudice to any other rights, including the rights provided
under section 5 above, CONTRACTOR may terminate this Software License Agreement if
CITY fails to comply with the terms and conditions of this Software License Agreement.
In such event, CITY must immediately destroy all copies of the Software Products and all
component parts.
7. CITY MODIFICATIONS. CITY shall inform CONTRACTOR in writing of any modifications
made by CITY to the Software Products or interfaces to the Software Products. Refer to
the Software License Agreement for limitations as to CITY rights and use.
Until CONTRACTOR accepts CITY modifications into the base code library, CONTRACTOR
shall not be responsible for maintaining CITY modifications or software affected by CITY
modifications. Corrections for difficulties or defects traceable to CITY's modifications
shall be billed at CONTRACTOR's standard time and material charges.
8. LIMITED WARRANTY. CITY shall receive a limited warranty on Software Products that
warrants that the Software Products will perform in accordance with the CITY approved
design specification document for a period of one (1) year from the date of delivery.
9. NO OTHER WARRANTIES. To the extent permitted by applicable law, CONTRACTOR
disclaims all other warranties, either express or implied, including, but not limited to,
implied warranties of merchantability and fitness for a particular purpose, with regard
to the Software Products, and any accompanying hardware. This limited warranty gives
the CITY certain legal rights. CITY may have additional rights, which vary from
state/jurisdiction to state/jurisdiction.
RESOLUTION NO. 2016 —
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
WAIVING THE BID PROCESS PURSUANT TO SECTION 2.60.110(B)
OF THE NATIONAL CITY MUNICIPAL CODE AND AUTHORIZING
THE MAYOR TO EXECUTE A ONE-YEAR SOFTWARE MAINTENANCE
AGREEMENT WITH COHERO IN THE TOTAL NOT -TO -EXCEED AMOUNT
OF $104,000 TO SUPPORT THE NORTHROP GRUMMAN LAW
ENFORCEMENT RECORDS MANAGEMENT SYSTEM
WHEREAS, the Law Enforcement Records Management System ("RMS")
provides National City Police Department with real-time electronic records related to crime and
arrest reports that are processed and uploaded to the San Diego Area Regional Justice
Information System ("ARJIS"); and
WHEREAS, as of March 1, 2016, Northrop Grumman Systems Corporation will
discontinue to provide on -going software maintenance and support for their law enforcement
records management system; and
WHEREAS, Cohero is a public safety software technology company with
expertise in supporting Computer Aided Dispatch (CAD), Law Enforcement Records
Management Systems, and Mobile and 911 Systems, and is capable to providing software
maintenance for the law enforcement records management system for the not to exceed
amount of $104,000; and
WHEREAS, it is requested that Council waive the formal bidding requirements as
allowed in Chapter 2.60.110(6)(2) and (3) of the Municipal Code, and award a contract to
Cohero to provide software maintenance for the records management system because a delay
would unduly jeopardize support of Law Enforcement Records Management System (RMS), it
has been determined to be competitive within the industry, and no further purpose would be
served by issuing a formal bid at this point in the process.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of
National City hereby authorizes waiving the bid process pursuant to Section 2.60.110(b)(2) and
(3) of the National City Municipal Code.
BE IT FURTHER RESOLVED that the City Council hereby authorizes the Mayor
to execute a one-year Agreement with Cohero to provide software maintenance for the Northrop
Grumman law enforcement records management system for the not to exceed amount of
$104,000.
PASSED and ADOPTED this 16th day of February, 2016.
ATTEST:
Ron Morrison, Mayor
APPROVED AS TO FORM:
Michael R. Dalla, City Clerk Claudia Gacitua Silva
City Attorney
CITY OF NATIONAL CITY
Office of the City Clerk
1243 National City Blvd., National City, California 91950
619-336-4228 phone / 619-336-4229 fax
Michael R. Dalla, CMC - City Clerk
February 23, 2016
Mr. Bard Laabs
Cohero
3912 Georgia Street
San Diego, CA 92103
Dear Mr. Laabs,
On February 16th, 2016, Resolution No. 2016-19 was passed and adopted by the City
Council of the City of National City, authorizing execution of an Agreement with Cohero.
We are enclosing for your records a certified copy of the above Resolution and a fully
executed original Agreement.
Sincerely,
Michael R. Dalla, CMC
City Clerk
Enclosures
cc: MIS Dept.