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HomeMy WebLinkAbout2017 CON Cohero - Records Management System SupportAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND COHERO THIS AGREEMENT is entered into on this 21 st day of February, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and COHERO, a California 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, 2017. The duration of this Agreement is for one year, the period of March 1, 2017 through February 28, 2018. Completion dates or time durations for specific portions of the project are set forth in Exhibit "A". This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three one-year extensions. Any extension of this Agreement must be approved in writing by the City Manager. 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. 2017 Service Agreement City of National City and Cohero 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 compensation for the CONTRACTOR shall be based on quarterly billings. Where any pre -authorized time and material efforts are completed, billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $107,120.00. Quarterly 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 under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. 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 2017 Service Agreement Page 2 of 10 City of National City and Cohero residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the 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 Services 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 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. Standard Agreement Page 3 of 10 City of National City Revised December 2016 and Cohero 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. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the Standard Agreement Page 4 of 10 City of National City Revised December 2016 and Cohero CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The 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 CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, 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, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. 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, employees, and volunteers 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. 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, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. Standard Agreement Page 5 of 10 City of National City Revised December 2016 and Cohero C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. 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, officials, 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:VII 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. 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 Standard Agreement Page 6 of 10 City of National City Revised December 2016 and Cohero 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. 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 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. 20. 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: Standard Agreement Page 7 of 10 City of National City Revised December 2016 and Cohero To CITY: Ron Williams IT Manager MIS City of National City 1243 National City Boulevard National City, CA 91950-4397 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. 21. 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. 22. 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 Standard Agreement Page 8 of 10 City of National City Revised December 2016 and Cohero apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. 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. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of 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. Subcontractors or Subcontractors. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. Standard Agreement Page 9 of 10 City of National City Revised December 2016 and Cohero M. 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. N. 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. O. 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. 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 APPROVED AS TO FORM: George H. Eiser, III Interim City Attorney Standard Agreement Revised December 2016 COHERO (Corporation — signatures of two corporate officers required) By: ki&:-4) By: Page 10 of 10 (Name) 13Aro L'b.M3S (Print) (Title) --DAv D G I iN lz.C� (Print) V/ te-a Pr. r a'76 Ai ' (Title) City of National City and Cohero EXHIBIT A cohero Cohero is pleased to present the following proposal to the National City Police Department for ongoing support of your existing RMS and AFR systems. We will continue to 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 the previous provider. However, we will not support any product or module that was 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 EXHIBIT A 4cohero 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 EXHIBIT A cohero 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. EXHIBIT A SUMMARY OF PROPOSED SERVICES E*cohero 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 V 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. EXHIBIT A 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 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 EXHIBIT A 4cohero 3912 Georgia St., San Diego, CA 92103 QUOTE FOR: Ron Williams City of National City 1200 National City Blvd National City, CA 91950 (866) 270-1983 info@cohero.com www.cohero.com QUOTE QUOTE: 2017-006 DATE: 1/26/17 Valid for 90 Days TERMS: Net 30 Description Qty Total AFR/RMS Support Services (4 quarters: 03/01/17 - 02/28/18) Includes support for the following applications/modules: - RMS - AFR - Revision Manager - iLink and ARJIS Interfaces PAYMENT OPTIONS - 3 Months: $ 26,780 (billed quarterly in advance) Please refer to the original proposal for a complete description of the services proposed. 4 107,120.00 TOTAL: $107,120.00 If you have any questions, please contact the Cohero team at info@cohero.com or (866) 270-1983 THANK YOU FOR YOUR BUSINESS! EXHIBIT A 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. EXHIBIT A 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 A 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 EXHIBIT A 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. ACORo CERTIFICATE OF LIABILITY INSURANCE � DATE(MM/DD/YYYY) 02/23/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CS&S/ALLIANT INS SERVICES,INC. PO BOX 946580 MAITLAND, FL 32794-6580 Phone - 877-724-2669 Fax - 877-763-5122 CONTACT NAME: PHONE FAX (A/C, No, Ext): (AIC, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: American Casualty Company of Reading, Pennsylvania 20427 INSURED COHERO 3912 GEORGIA ST SAN DIEGO, CA 92103 INSURER B : INSURER C: INSURER D : INSURERE: Valley Forge Insurance Company 35289 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 1 OCCUR Y Y 4031502230 03/13/2016 03/13/2017 EACH OCCURRENCE 2,000,000 CLAIMS -MADE DAMAGE TO RENTED PREMISES (Ea occurrence) 300,000 MED EXP (Any one person) 10,000 PERSONAL & ADV INJURY 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: POLICY nPRO- JECT I_, LOC OTHER GENERAL AGGREGATE 4,000,000 PRODUCTS - COMP/OP AGG 4,000,000 A AUTOMOBILE XHIRED LIABILITY ANY AUTOALL AUTOS OWNED AUTOS X A AUTOSSCHEDULED NON -OWNED AUTOS Y Y 4031502230 03/13/2016 03/13/2017 (Ea COMBINED accidentj SINGLE LIMIT 1,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ E WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y/N OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below N Y 5094663294 03/13/2016 03/13/2017 PER OTH- STATUTE ER E.L. EACH ACCIDENT 1,000,000 E.L. DISEASE - EA EMPLOYEE 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of National City, its elected officials, officers, agents and employees are added as an additional insured as provided in the blanket additional insured endorsement. Waiver of Subrogation in favor of the certificate holder CERTIFICATE HOLDER CANCELLATION The City of National City clo City Attorney's Office 1243 National City Blvd. National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 00k-, cup ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD cac9220 ACORO® CERTIFICATE OF LIABILITY INSURANCE ‘...►-- DATE(MM/DD/YYYY) 02/02/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CS&S/ALLIANT INS SERVICES,INC. PO BOX 946580 MAITLAND, FL 32794-6580 Phone - 877-724-2669 Fax - 877-763-5122 CONTACT NAME: PHONE FAX (AIC, No, Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Valley Forge Insurance Company 20508 INSURED COHERO 3912 GEORGIA ST SAN DIEGO, CA 92103 INSURER B : INSURER C: INSURER D : INSURER E: Valley Forge Insurance Company 20508 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP )MM/DO/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY OCCUR Y Y 4031502230 03/13/2017 03/13/2018 EACH OCCURRENCE 2,000,000 CLAIMS -MADE DAMAGE TO RENTED PREMISES (Ea occurrence) 300,000 MED EXP (Any one person) 10,000 PERSONAL & ADV INJURY 2,000,000 GEN'L AGGREGATE LIMIT PRO - POLICY JECT OTHER APPLIES PER: LOC GENERAL AGGREGATE 4,000,000 PRODUCTS - COMP/OP AGG 4,000,000 A AUTOMOBILE — XHIRED LIABILITY ANY AUTO ALL AUTOS OWNED AUTOS L AUTOSULED NON -OWNED AUTOS Y Y 4031502230 03/13/2017 03/13/2018 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ E WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBER EXCLUDED? (Mandatory in NH) ri If yes, describe under DESCRIPTION OF OPERATIONS below N Y 5094663294 03/13/2017 03/13/2018 y PER OTH- STATUTE ER E.L. EACH ACCIDENT 1,000,000 E.L. DISEASE - EA EMPLOYEE 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) The City of National City, its elected officials, officers, agents and employees are added as an additional insured as provided in the blanket additional insured endorsement. Waiver of Subrogation in favor of the certificate holder. CANCELLATION The City of National City c10 Risk Manager 1243 National City Blvd. National City, CA 91950 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE i'RIJ ACORD 25 (2014/01) © 1988-2014 ACORD CORPORATION. All rights reserved. The ACORD name and Togo are registered marks of ACORD cac9221 CNA SB-146932-E (Ed. 06/11) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION This endorsement modifies insurance provided under the following: BUSINESSOWNERS LIABILITY COVERAGE FORM Policy #CNP 4031502230 Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy. 1. ADDITIONAL INSURED — BLANKET VENDORS WHO IS AN INSURED is amended to include as an additional insured any person or organization (referred to below as vendor) with whom you agreed, because of a written contract or agreement to provide insurance, but only with respect to "bodily injury" or "property damage" arising out of "your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: 1. The insurance afforded the vendor does not apply to: a. "Bodily injury" or "property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or 9• SB-146932-E (Ed. 06/11) h. "Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omission or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in Subparagraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. 3. This provision 2. does not apply to any vendor included as an insured by an endorsement issued by us and made a part of this Policy. 4. This provision 2. does not apply if "bodily injury" or "property damage" included within the "products -completed operations hazard" is excluded either by the provisions of the Policy or by endorsement. 2. MISCELLANEOUS ADDITIONAL INSUREDS WHO IS AN INSURED is amended to include as an insured any person or organization (called additional insured) described in paragraphs 2.a. through 2.h. below whom you are required to add as an additional insured on this policy under a written contract or agreement but the written contract or agreement must be: 1. Currently in effect or becoming effective during the term of this policy; and 2. Executed prior to the "bodily injury," "property damage" or "personal and advertising injury," but Only the following persons or organizations are additional insureds under this endorsement and coverage provided to such additional insureds is limited as provided herein: Page 1 of 5 CNA a. Additional Insured — Your Work That person or organization for whom you do work is an additional insured solely for liability due to your negligence specifically resulting from your work for the additional insured which is the subject of the written contract or written agreement. No coverage applies to liability resulting from the sole negligence of the additional insured. The insurance provided to the additional insured is limited as follows: (1) The Limits of Insurance applicable to the additional insured are those specified in the written contract or written agreement or in the Declarations of this policy, whichever is less. These Limits of Insurance are inclusive of, and not in addition to, the Limits of Insurance shown in the Declarations. (2) The coverage provided to the additional insured by this endorsement and paragraph F.9. of the definition of "insured contract" under Liability and Medical Expenses Definitions do not apply to "bodily injury" or "property damage" arising out of the "products - completed operations hazard" unless required by the written contract or written agreement. The insurance provided to the additional insured does not apply to "bodily injury," "property damage," or "personal and advertising injury" arising out of the rendering or failure to render any professional services. b. State or Political Subdivisions (3) A state or political subdivision subject to the following provisions: (1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with premises you own, rent, or control and to which this insurance applies: (a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoistaway openings, sidewalk vaults, street banners, or decorations and similar exposures; or SB-146932-E (Ed. 06/11) SB-146932-E (Ed. 06/11) (b) The construction, erection, or removal of elevators; or (2) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit. This insurance does not apply to "bodily injury," "property damage" or "personal and advertising injury" arising out of operations performed for the state or municipality. c. Controlling Interest Any persons or organizations with a controlling interest in you but only with respect to their liability arising out of: (1) Their financial control of you; or (2) Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. d. Managers or Lessors of Premises A manager or lessor of premises but only with respect to liability arising out of the ownership, maintenance or use of that specific part of the premises leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant in that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. e. Mortgagee, Assignee or Receiver A mortgagee, assignee or receiver but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance, or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. f. Owners/Other Interests — Land is Leased An owner or other interest from whom land has been leased by you but only with respect to liability arising out of the Page 2 of 5 CNA g• ownership, maintenance or use of that specific part of the land leased to you and subject to the following additional exclusions: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such additional insured. Co-owner of Insured Premises A co-owner of a premises co -owned by you and covered under this insurance but only with respect to the co -owners liability as co- owner of such premises. h. Lessor of Equipment Any person or organization from whom you lease equipment. Such person or organization are insureds only with respect to their liability arising out of the maintenance, operation or use by you of equipment leased to you by such person or organization. A person's or organization's status as an insured under this endorsement ends when their written contract or agreement with you for such leased equipment ends. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) To any "occurrence" which takes place after the equipment lease expires; or (2) To "bodily injury," "property damage" or "personal and advertising injury" arising out of the sole negligence of such additional insured. Any insurance provided to an additional insured designated under paragraphs b. through h. above does not apply to "bodily injury" or "property damage" included within the "products -completed operations hazard." 3. The following is added to Paragraph H. of the BUSINESSOWNERS COMMON POLICY CONDITIONS: H. Other Insurance 4. This insurance is excess over any other insurance naming the additional insured as an insured whether primary, excess, contingent or on any other SB-146932-E (Ed. 06/11) SB-146932-E (Ed. 06/11) basis unless a written contract or written agreement specifically requires that this insurance be either primary or primary and noncontributing. 4. LEGAL LIABILITY — DAMAGE TO PREMISES A. Under B. Exclusions, 1. Applicable to Business Liability Coverage, Exclusion k. Damage To Property, is replaced by the following: k. Damage To Property "Property damage" to: 1. Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; 2. Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; 3. Property loaned to you; 4. Personal property in the care, custody or control of the insured; 5. That particular part of any real property on which you or any contractors or subcontractors working directly or indirectly in your behalf are performing operations, if the "property damage" arises out of those operations; or 6. That particular part of any property that must be restored, repaired or replaced because "your work" was incorrectly performed on it. Paragraph 2 of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs 1, 3, and 4, of this exclusion do not apply to "property damage" (other than damage by fire or explosion) to premises: (1) rented to you: (2) temporarily occupied by you with the permission of the owner, or (3) to the contents of premises rented to you for a period of 7 or fewer consecutive days. Page 3 of 5 CNA A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D — Liability and Medical Expenses Limits of Insurance. Paragraphs 3, 4, 5, and 6 of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraph 6 of this exclusion does not apply to "property damage" included in the "products -completed operations hazard." B. Under B. Exclusions, 1. Applicable to Business Liability Coverage, the last paragraph of 2. Exclusions is deleted and replaced by the following: Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do not apply to damage by fire to premises while rented to you or temporarily occupied by you with permission of the owner or to the contents of premises rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. C. The first Paragraph under item 5. Damage To Premises Rented To You Limit of Section D. Liability And Medical Expenses Limits Of Insurance is replaced by the following: The most we will pay under Business Liability for damages because of "property damage" to any one premises, while rented to you, or temporarily occupied by you, with the permission of the owner, including contents of such premises rented to you for a period of 7 or fewer consecutive days, is the Damage to Premises Rented to You limit shown in the Declaration. 5. Blanket Waiver of Subrogation We waive any right of recovery we may have against: a. Any person or organization with whom you have a written contract that requires such a waiver. 6. Broad Knowledge of Occurrence The following items are added to E. Businessowners General Liability Conditions in the Businessowners Liability Coverage Form: e. Paragraphs a. and b. apply to you or to any additional insured only when such SB-146932-E (Ed. 06/11) SB-146932-E (Ed. 06/11) "occurrence," offense, claim or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation; Any trustee, if you or an additional insured is a trust; or (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. This paragraph e. applies separately to you and any additional insured. 7. Bodily Injury Section F. Liability and Medical Expenses Definitions, item 3. "Bodily Injury" is deleted and replaced with the following: "Bodily injury" means bodily injury, sickness or disease sustained by a person, including death, humiliation, shock, mental anguish or mental injury by that person at any time which results as a consequence of the bodily injury, sickness or disease. (3) (5) 8. Expanded Personal and Advertising Injury Definition a. The following is added to Section F. Liability and Medical Expenses Definitions, item 14. Personal and Advertising Injury, in the Businessowners General Liability Coverage Form: h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: 1. Not done intentionally by or at the direction of: a. The insured; or b. Any "executive officer," director, stockholder, partner, member or manager (if you are a limited liability company) of the insured; and 2. Not directly or indirectly related to the employment, prospective employment, past employment or termination of Page 4 of 5 CNA employment of any person or person by any insured. b. The following is added to Exclusions, Section B.: (15)Discrimination Relating to Room, Dwelling or Premises Caused by discrimination directly or indirectly related to the sale, rental, lease or sub -lease or prospective sale, rental, lease or sub -lease of any room, dwelling or premises by or at the direction of any insured. (16)Fines or Penalties Fines or penalties levied or imposed by a governmental entity because of discrimination. SB-146932-E (Ed. 06/11) SB-146932-E (Ed. 06/11) c. This provision (Expanded Personal and Advertising Injury) does not apply if Personal and Advertising Injury Liability is excluded either by the provisions of the Policy or by endorsement. 9. Personal and Advertising Injury Re -defined Section F. Liability and Medical Expenses Definitions, item 14, Personal Advertising Injury, Paragraph c. is replaced by the following: c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room dwelling or premises that a person or organization occupies committed by or on behalf of it's owner, landlord or lessor. Page 5 of 5 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC000313 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule The City of National City c/o Risk Manager 1243 National City Blvd. National City, CA 91950 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Policy No.5094663294 Insured: COHERO Insurance Company Valley Forge Insurance Company WC 00 03 13 (Ed. 4-84) Copyright 1983 National Council on Compensation Insurance. RESOLUTION NO. 2017 — 18 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY WAIVING THE BID PROCESS PURSUANT TO SECTION 2.60.1 10(B)(2) AND (3) 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 $107,120 TO SUPPORT THE NORTHROP GRUMMAN LAW ENFORCEMENT RECORDS MANAGEMENT SYSTEM WHEREAS, the Law Enforcement Records Management System ("RMS") provides the 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, in March, 2016, Northrop Grumman Systems Corporation discontinued providing 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 of providing RMS software maintenance and support; and WHEREAS, on February 16, 2016, the City Council adopted Resolution No. 2016-19 waiving the bid process pursuant to National City Municipal Code Section 2.60.110(2) and (3), and authorizing the Mayor to execute a one-year software maintenance Agreement with Cohero for the total not to exceed amount of $104,000 RMS software maintenance and support; and WHEREAS, to provide for the on -going RMS software maintenance and support, the City desires to enter into a one year Agreement with Cohero for the not to exceed amount of $107,120 that provides for an option to extend fora period of one year, for up to a total of for years; and WHEREAS, it is requested that the City 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 and support for the law enforcement Records Management System because a delay would unduly jepordize the system, and it has been determined that Cohero is 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 that includes an option to extend for a period of one year, up to a total of for years, to provide software maintenance and support for the Northrop Grumman Law Enforcement Records Management System for the not to exceed amount of $107,120. Said Agreement is on file in the office of the City Clerk. [Signature Page to Follow] Resolution No. 2017 — 18 Page Two PASSED and ADOPTED this 21 st day of February, -,17 Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: ) . it George H. Eiser, III Interim City Attorney Passed and adopted by the Council of the City of National City, California, on February 21, 2017 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California ,t.dejAil City lerk of the City c ` National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2017-18 of the City of National City, California, passed and adopted by the Council of said City on February 21, 2017. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA C a t 6- s COUNCIL AGENDA STATEMENT MEETING DATE: February 21, 2017 AGENDA ITEM NO. 7 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 $107,120 to support the Northrop Grumman Law Enforcement Records Management System. PREPARED BY: Ron Williams DEPARTMENT: PHONE: 619-336-4373 APPROVED BY 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). Cohero has provided software maintenance and support for the system for the past year. With the agreement set to expire on February 28, 2017, staff seeks to enter into a new one year agreement with the option to extend in one year increments, up to a total of four years. It is requested that Council waive the formal bidding requirements as allowed in Chapter 2.60.110(B) of the Municipal Code, and award contract to Cohero for the following reasons: 1. The price has been determined to be competitive within the industry. 2. No further purpose would be served by issuing a formal bid at this point in the irocess. FINANCIAL STATEMENT: APPROVED: ACCOUNT NO. APPROVED: Funds are appropriated in account # 629-417-082-281-0000 ENVIRONMENTAL REVIEW: This is not a project, and therefore, not subject to environmental review. ORDINANCE: INTRODUCTION: FINAL ADOPTION: Finance MIS 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: kttachment 1: Contract AGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND COHERO THIS AGREEMENT is entered into on this 21 st day of February, 2017, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and COHERO, a California 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, 2017. The duration of this Agreement is for one year, the period of March 1, 2017 through February 28, 2018. Completion dates or time durations for specific portions of the project are set forth in Exhibit "A". This Agreement may be extended by mutual agreement upon the same terms and conditions for an additional one (1) year term. The Parties may exercise up to three one-year extensions. Any extension of this Agreement must be approved in writing by the City Manager. 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. 2017 Service Agreement City of National City and Cohero 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 compensation for the CONTRACTOR shall be based on quarterly billings. Where any pre -authorized time and material efforts are completed, billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit "A" shall not exceed $107,120.00. Quarterly 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 under this Agreement, except upon the CITY'S prior authorization regarding reproduction, which authorization shall not be unreasonably withheld. 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 2017 Service Agreement Page 2 of 10 City of National City and Cohero residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual property and artistic works. Any modification or reuse by the CITY of documents, drawings, or specifications prepared by the 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 Services 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 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. Standard Agreement Page 3 of 10 City of National City Revised December 2016 and Cohero 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. 14. CONFIDENTIAL INFORMATION. The CITY may from time to time communicate to the CONTRACTOR certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the CONTRACTOR without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the Standard Agreement Revised December 2016 Page 4 of 10 City of National City and Cohero CONTRACTOR by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. The 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 CITY for any damages caused by breach of this condition, pursuant to the provisions of Section 14. 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify and hold harmless the City of National City, its officers, officials, agents, employees, and volunteers against and from any and all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, 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, employees or volunteers. CITY will cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney. 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, employees, and volunteers 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. 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, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. Standard Agreement Page 5 of 10 City of National City Revised December 2016 and Cohero C. Commercial General Liability Insurance, with minimum limits of either $2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and $2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property damage arising out of its operations, work, or performance under this Agreement. The policy shall name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a separate additional insured endorsement shall be provided. The general aggregate limit must apply solely to this "project" or "location". The "project" or "location" should be noted with specificity on an endorsement that shall be incorporated into the policy. 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, officials, 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:VII 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. 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 Standard Agreement Revised December 2016 Page 6 of 10 City of National City and Cohero 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. 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 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. 20. 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: Standard Agreement Page 7 of 10 City of National City Revised December 2016 and Cohero To CITY: Ron Williams IT Manager MIS City of National City 1243 National City Boulevard National City, CA 91950-4397 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. 21. 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. 22. 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 Standard Agreement Page 8 of 10 City of National City Revised December 2016 and Cohero apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations. 23. 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. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. To the extent any exhibits,schedules, or provisions thereof conflict or are inconsistent with the terms and conditions contained in this Agreement, the terms and conditions of 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. Subcontractors or Subcontractors. The CITY is engaging the services of the CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any portion of the work, unless such subcontracting was part of the original proposal or is allowed by the CITY in writing. In the event any portion of the work under this Agreement is subcontracted, the subcontractor(s) shall be required to comply with and agree to, for the benefit of and in favor of the CITY, both the insurance provisions in Section 17 and the indemnification and hold harmless provision of Section 15 of this Agreement. Standard Agreement Page 9 of 10 City of National City Revised December 2016 and Cohero M. 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. N. 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. O. 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. CITY OF NATIONAL CITY By: Ron Morrison, Mayor APPROVED AS TO FORM: George H. Eiser, III Interim City Attorney Standard Agreement Revised December 2016 COHERO (Corporation - signatures of two corporate officers required) are) Bard Laabs (Print) President (Title) LtdBy: (Name) David Greenberg (Print) Vice President Page 10of10 (Title) City of National City and Cohero EXHIBIT A Icohero Cohero is pleased to present the following proposal to the National City Police Department for ongoing support of your existing RMS and AFR systems. We will continue to 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 the previous provider. However, we will not support any product or module that was 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 EXHIBIT A ?cohero 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 EXHIBIT A cohero 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. EXHIBIT A SUMMARY OF PROPOSED SERVICES ?cohero 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. EXHIBIT A 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 Contact Cmdr. Jesus Ochoa jochoa@coronado.ca.us Alternate Contact (619) 522-7372 Loveland CO Police Department Kim Pals, Records Manager kim.pals@cityofloveland.org (970) 962-2242 Sacramento County CA Sheriff's Department Kevin Bell, Project Manager kbell@sacsheriff.com John Britto, IT Analyst jbritto@sacsheriff.com (916) 874-4267 (916) 874-8641 Vacaville CA Police Department Sgt. Adam Senf, IT Coordinator asenf@cityofvacaville.com Chief John Carli jcarli@cityofvacaville.com (707) 449-5245 (707) 449-5220 �coher 3912 Georgia St., San Diego, CA 92103 QUOTE FOR: Ron Williams City of National City 1200 National City Blvd National City, CA 91950 EXHIBIT A (866) 270-1983 info@cohero.com www.cohero.com QUOTE QUOTE: 2017-006 DATE: 1/26/17 Valid for 90 Days TERMS: Net 30 Description Qty Total AFR/RMS Support Services (4 quarters: 03/01/17 - 02/28/18) Includes support for the following applications/modules: - RMS - AFR - Revision Manager - iLink and ARJIS Interfaces PAYMENT OPTIONS - 3 Months: $ 26,780 (billed quarterly in advance) Please refer to the original proposal for a complete description of the services proposed. 4 107,120.00 TOTAL: $107,120.00 If you have any questions, please contact the Cohero team at info@cohero.com or (866) 270-1983 THANK YOU FOR YOUR BUSINESS! EXHIBIT A 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. EXHIBIT A 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 A 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 EXHIBIT A 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. RESOLUTION NO. 2017 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY WAIVING THE BID PROCESS PURSUANT TO SECTION 2.60.110(B)(2) AND (3) 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 $107,120 TO SUPPORT THE NORTHROP GRUMMAN LAW ENFORCEMENT RECORDS MANAGEMENT SYSTEM WHEREAS, the Law Enforcement Records Management System ("RMS") provides the 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, in March, 2016, Northrop Grumman Systems Corporation discontinued providing 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 of providing RMS software maintenance and support; and WHEREAS, on February 16, 2016, the City Council adopted Resolution No. 2016-19 waiving the bid process pursuant to National City Municipal Code Section 2.60.110(2) and (3), and authorizing the Mayor to execute a one-year software maintenance Agreement with Cohero for the total not to exceed amount of $104,000 RMS software maintenance and support; and WHEREAS, to provide for the on -going RMS software maintenance and support, the City desires to enter into a one year Agreement with Cohero for the not to exceed amount of $107,120 that provides for an option to extend for a period of one year, for up to a total of for years; and WHEREAS, it is requested that the City 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 and support for the law enforcement Records Management System because a delay would unduly jepordize the system, and it has been determined that Cohero is 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 that includes an option to extend for a period of one year, up to a total of for years, to provide software maintenance and support for the Northrop Grumman Law Enforcement Records Management System for the not to exceed amount of $107,120. Said Agreement is on file in the office of the City Clerk. [Signature Page to Follow] Resolution No. 2017 — Page Two PASSED and ADOPTED this 21st day of February, 2017. Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: George H. Eiser, III Interim City Attorney CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950-4397 619-336-4228 Michael R. Dalla, CMC - City Clerk March 8, 2017 Mr. Bard Laabs Cohero 3912 Georgia Street San Diego, CA 92103 Dear Mr. Laabs, On February 21st, 2017, Resolution No. 2017-18 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. Michael R. Dalla, CMC City Clerk Enclosures