1=111 INV.
APPROVED BY
CITY MANAGER
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: OFFICE OF THE CITY MANAGER
BY: DAN HURLOCK, FIRE CHIEF
DATE: OCTOBER 10, 2023
SUBJECT: SERVICE RENEWAL AGREEMENT BETWEEN FIRESTATS, LLC, AND
THE CITY OF DOWNEY FOR SOFTWARE SUPPORT RELATED TO FIRE
SERVICE OPERATIONS
EXECUTIVE SUMMARY
The City Council will consider approving a service renewal agreement between Firestats, LLC, and the City of Downey for software support related to fire services. By renewing the agreement, the Fire Department will maintain the ability to pull data from its patient contact records, computer aided dispatch, and records management systems that assists with quality control, quality assurance, decision making, resource allocation, and strategic planning.
RECOMMENDATION
That the City Council:
1. Approve the Professional Services Agreement, with Firestats, LLC, for software support related to fire services operations for three (3), one (1) year terms beginning on July 1, 2023, for a total contract amount of $45,000 ($15,000 per year).
2. Authorize the City Manager, or his designee, to execute the Professional Services Agreement.
BACKGROUND
The Downey Fire Department utilizes a Records Management System (RMS) designed to record and document all emergency response activity. The system is extremely robust, utilizing technology provided by various software vendors, and contains information such as: unit response times, dispatch times, types of incidents, incident locations, unit availability, EMS patient information, fire related information, and other information relevant to decision making in regards to fire service delivery.
SERVICE RENEWAL AGREEMENT BETWEEN FIRESTATS, LLC, AND THE CITY OF DOWNEY FOR
SOFTWARE SUPPORT RELATED TO FIRE SERVICE OPERATIONS
OCTOBER 10, 2023
PAGE 2
Since 2013, the Fire Department has contracted with Firestats, LLC, to extract, analyze and provide consultation on the data within our RMS. The services they provide ensures timely and thorough information available to fire department staff, enabling real time decision making and accountability related to fire service delivery. The Fire Department last entered into an agreement with Firestats, LLC in 2018 and since has been operating under automatic monthly renewals. This agreement is currently accounted for annually in the Fire Department's budget.
ANALYSIS
By renewing the agreement with Firestats, LLC, the City would be entering into a three (3) year agreement by which the Fire Department would maintain efficient access to data that is stored in the Fire Department's RMS. The data pulled from the RMS is used to assess current performance of fire resources and also provides information used to guide strategic planning and decision malting for fire service delivery. Data related to dispatch, emergency response, and emergency incidents can be viewed as a function of geographical location, occupancy type, time of day, or other relevant factor. These analyses provide the necessary information for informed strategic decision making.
The renewal agreement is categorized as a "Sole Source" purchase. Firestats, LLC, has established an interface with all the necessary software vendors to make data extraction possible. To change to another vendor would be financially prohibitive due to the added expense to develop an interface with the software programs currently in place. As a result, staff believes it us in the best interests of the City to execute the proposed renewal agreement with Firestats, LLC for the services outlined herein.
CITY COUNCIL PRIORITIES
Fiscal Responsibility
Efficiency & Adaptability
Quality of Life, Safety & Infrastructure
FISCAL IMPACT
Approval of the recommended action will result in an appropriation of $15,000, in each of the next three (3) years, from the General Fund to the Fire Department operating budget, account number 10-4-2610-700. The total cost of the renewal will be $45,000. There is sufficient fund balance for the recommended actions.
2 SERVICE RENEWAL AGREEMENT BETWEEN FIRESTATS, LLC, AND THE CITY OF DOWNEY FOR
SOFTWARE SUPPORT RELATED TO FIRE SERVICE OPERATIONS
OCTOBER 10, 2023
PAGE 2
ATTACHMENTS
Attachment A: Firestats, LLC, Professional Services Agreement 3 CITY OF DOWNEY
PROFESSIONAL SERVICES AGREEMENT
WITH FIRESTATS, LLC FOR SOFTWARE SUPPORT
RELATED TO FIRE SERVICES OPERATIONS
1. PARTIES AND DATE.
This Agreement is made and entered into this 1st day of July, 2023 by and between the City of Downey, a California municipal corporation and charter city with its principal place of business at 11111 Brookshire Avenue, Downey California 90241 ("City") and FireStats, LLC, a California limited liability company, with its principal place of business at 578 Sutton Way, #353, Grass Valley, CA 95945 ("Consultant"). City and Consultant are sometimes individually referred to as "Party" and collectively as gParties."
2. RECITALS.
2.1 Consultant.
Consultant desires to perform and assume responsibility for the provision of software support services that is experienced in analyzing fire service operations required by City on the terms and conditions set forth in this Agreement. Consultant represents that it has demonstrated competence and experience in providing said services to public clients, and is familiar with the needs of the City.
2.2 Project
City desires to engage Consultant to render such services as set forth in this Agreement.
3. TERMS.
3.1 Scope of Services and Term.
3.1.1 General Scope of Services. Consultant promises and agrees to furnish to City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional software support for analyzing fire services operations ("Services'). The Services are more particularly described in Exhibit "A' attached hereto and incorporated herein by reference_ All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.
3.1.2 Term. The term of this Agreement shall be three (3) consecutive one (1) year terms and shall commence on July 1, 2023, and end on June 30, 2026, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of this Agreement, and shall meet any other established schedules and deadlines.
3.2 Responsibilities of Consultant.
3.2.E Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay, where applicable, all fees, wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law.
Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance.
3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement_ Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's timely performance of the Services, City shall respond to Consultant's submittals in a timely manner.
3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.
3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. The key personnel for performance of this Agreement are as follows: Paul Rottenberg, who is the owner of FireStats, LLC., and Pablo Gomez and Elise Fisher, Who are contractors to FireStats, LLC.
3.2.5 City's Representative. The City hereby designates Dan Hurlock, Fire Chief or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative")_ City's Representative shall have the power to act on behalf of the City for all purposes under this Contract. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee.
3.2.6 Consultant's Representative. Consultant hereby designates Paul Rottenberg or his or her designee, to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this 2 Agreement. The Consultant's Representative shafl supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
3.2.7 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times.
3.2.8 Standard of Care' Performance of Em to ges. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. Any employee of the Consultant or its sub -consultants who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner consistent with the standard of care set forth herein, shall be promptly removed from the Project by the Consultant and shall not be re-employed to perform any of the Services or to work on the Project.
3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in force at the time the Services are performed by Consultant and in any manner affecting the performance of the Project or the Services, including all applicable CaVOSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. Consultant's violation of such laws, rules and regulations shall also constitute a material breach of this Agreement.
3.2.10 Insurance.
3.2.10.1 Time for Compliance. Neither Consultant nor any subcontractors thereto shall commence the Services under this Agreement until Consultant has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has either secured all insurance required under this section or is covered under Consultant's policy of insurance.
3.210.2 Minimum Requirements. Consultant shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the Consultant, its agents, representatives, employees or subcontractors. With respect the subcontractors, in lieu of Consultant procuring insurance to cover subcontractors as required in this Section, Consultant shall require its subcontractors to procure and maintain the same insurance for the duration of the Agreement or warrant that work performed by subcontractors is covered under the terms of Consultant's insurance policies. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability:
Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto,) if applicable; and (3) Workers' Compensation and Employer's Liability. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance, if applicable.
(B) Minimum Limits of Insurance. Consultant shall maintain limits no less than: (1) General Liability., $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability.- $1,000,000 per accident for bodily injury and property damage; and (3) Workers' Compensation and Employer's Liability.' Workers' Compensation limits as required by the Labor Code of the State of California, if applicable. Employer's Liability limits of $1,000,000 per accident for bodily injury or disease.
3.2.10.3 Professional Liability. Consultant shall procure and maintain, and require its subconsultants to procure and maintain errors and omissions liability insurance appropriate to its profession. Such insurance shall be in an amount not less than $1,000,000 per claim, and shall be endorsed to include contractual liability.
3.2.10.4 Insurance Endorsements. The insurance policies shall contain the following provisions, or Consultant shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
4 (A) General Liability. The general liability policy shall be endorsed to state that: (1) the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the Services or operations performed by or on behalf of the Consultant, including materials, parts or equipment fumished in connection with such work; and (2) the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Consultant's scheduled underlying coverage. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Consultant's insurance and shall not be called upon to contribute with it in any way- (C) Workers' Compensation and Employers Liability Coverage.
With respect to Workers' Compensation and Employers Liability Coverage, the insurer shall agree to waive all rights of subrogation against the City, its directors, officials, officers, employees, agents and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Consultant
(D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.E Separation of Insureds: No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions.
In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents and volunteers.
3.2.10.6 Deductibles and Self-insurance Retentions. Any deductibles or self -insured retentions must be declared to and approved by the City.
Consultant shall guarantee that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects the City, its directors, officials, officers, employees, agents and volunteers; or (2) the Consultant shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.
3.2.103 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A: VII, licensed to do business in California, and satisfactory to the City.
3.2.10.8 Verification of Coverage. Consultant shall fumish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each 5 insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
3.2.11 Safety. Consultant shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.3 Fees and Payments.
3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit "B" attached hereto and incorporated herein by reference. The total annual compensation shall not exceed Fifteen Thousand Dollars and 001100 Cents ($15,000) without written approval of the City. Extra Work may be authorized, as described below, and if authorized, said Extra Work will be compensated at the rates and manner set forth in this Agreement.
3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Reimbursement for Expenses. Consultant shall not be reimbursed for any expenses unless authorized in writing by City.
3.3.4 Extra Work. At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative.
9 3.4 Accounting Records.
3.4.1 Maintenance and Inspection. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.5 General Provisions.
3.5.1 Termination of Agreement.
3.5.1.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time either for cause or for the City's convenience and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Consultant may only terminate this Agreement for cause upon giving the City not less than seven (7) calendar days' written notice.
Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. The City shall within fifteen (15) calendar days following termination pay the Consultant for all services adequately rendered and all reimbursable costs incurred by Consultant up to the date of termination, in accordance with the payment provisions of this Agreement.
The following reasons shall constitute "cause" for which either party may terminate this Agreement as provided herein:
• Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party; • Assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party; • Suspension of the Project or the Consultant's Services by the City for more than ninety (90) calendar days, consecutive or in the aggregate, without good cause; • Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes.
7 3.5.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such Documents and Data and other information within fifteen (15) days of the City's request.
3.5.1.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
Consultant:
City:
FireStats, LLC
578 Sutton Way, #353
Grass Valley, CA 95945
Phone: (530) 478-O657
[email protected]
Attn: Paul Rottenberg, President
City of Downey
11111 Brookshire Avenue
Downey, California 90241
Phone: (562) 904-7344
Fax: (562) 869-3994
Attn; Fire Chief
Such notice shall be deemed made when personally delivered or when mailed, forty- eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.3 Ownership of Materials and Confidentiality.
3.5.3.1 Documents & Data, Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data). Consultant shall require all subcontractors to agree in writing that City is granted a
non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Nothing herein shall be construed to establish any ownership by City over any of the programming used by Consultant and made available to City pursuant to this Agreement. All programming is entirely owned by Consultant and City's usage of that programming is contingent upon compliance with this Agreement.
3.5.3.2 Confidentiality. Certain data provided to Consultant will be available as a matter of public record. Consultant will not disclose said data to parties not authorized by the City to receive said data, unless required to under law or pursuant to a court order. With City's prior written consent, Consultant may use the City data in such form that it is not identifiable as City data which use shall be consistent with the sharing of information throughout the emergency services and healthcare communities. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
3.5.4 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
3.5.5 Attome 's Fees. In the event of any litigation, whether in a court of law, administrative hearing, arbitration, or otherwise, arising from or related to this Agreement of the services provided under this Agreement, the prevailing party shall be entitled to recover from the non -prevailing party all reasonable costs incurred, including staff time, court costs, attorneys' fees and all other related expenses in such litigation.
3.5.6 Indemnification. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation plan is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement.
City acknowledges that Consultant makes its best professional efforts at understanding and interpreting the data available, that not all data may necessarily be available, that not all possible analyses are likely to be performed in the pursuit of understanding City's resource deployment and performance, and that alternative interpretations of the data and analyses may exist. City further acknowledges that any deployment decisions made by City with 9 information provided through FireStats' tools or consulting are made with multiple considerations and not solely with FireStats' tools or consulting. Therefore, the Parties agree to the following indemnification:
Each party hereby shall defend, hold harmless and indemnify the other party from and against any and all liability, assertions, loss, claims, damages, costs, attorney's fees, judgments and expenses of whatsoever kind or nature which the other party may sustain, suffer or incur or be required to pay by reason of a loss resulting from the negligent or willful acts or omissions of the party. In the event that any action, suit or proceeding is brought against a party upon any alleged liability arising out of this Agreement asserted to have resulted from the negligence or willful acts of the other party, the party against whom the action, suit or proceeding is brought shall promptly provide notice in writing thereof to the other party by registered or certified mail addressed to the party against whom the action, suit or proceeding is brought at the address herein provided. Upon receiving such notice, the party receiving notice, at its own expense, shall diligently defend the party against whom the action, suit or proceeding is brought against such assertions, actions, lawsuits, or proceedings and take any and all appropriate actions to prevent the obtaining of a judgment against the party against whom the action, suit or proceeding is brought and to otherwise protect the interests of the party against whom the action, suit or proceeding is brought.
3.5.7 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both parties.
3.5.8 Governinci Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County.
3.5.9 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.5.10 City's Right to Emplpy Other Consultants. City reserves right to employ other consultants in connection with this Project.
3.5.11 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.5.12 Assignment or Transfer. Neither party shall assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the other party. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer_
3.5.13 Construction: References: Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement 10 shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement.
All references to City include its elected officials, officers, employees, agents and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
3.5.14 Amendment, Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.15 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
3.5.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
3.5.17 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
3.5.18 Prohibited Interests. Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.19 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age_ Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of any City Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted.
3.5.20 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every 11 employer to be insured against liability for Worker's Compensation or to undertake self- insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services.
3.5.21 Authority to Enter A regiment. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.6 Subcontracting.
3.6.1 Prior Approval Reguired. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
CITY OF DOWNEY,
a California municipal corporation
and charter city
By:
City Representative
Attest:
City Clerk
Approved as to Form:
123859
FireStats, LLC
a California Limited Liability Corporation
0 Paul Roitenberg
Its: President
12 sae: atzs c� �� `a' � f + -0roo•
ExHIBIT "A"
SCOPE OF SERv10ES
• Consultant provides an on-line business intelligence software application for use by the City. • The City provides the monthly data through the City's dispatch entity. Said data may include CAD, RMS and PCR data.
• Consultant processes the data and makes it available through the online tools. • The tools are modified and enhanced by Consultant from time to time. Consultant is solely responsible for maintenance of the data and tools.
• Consultant shall provide technical support to appropriate Fire Department staff to ensure their proper use and understanding of the tools.
• Consultant shall provide unique and terminable user names and passwords to all designated Fire Department personnel.
EXHIBIT "B"
COMPENSATION
Consultant shall be compensated by City as follows:
1. Monthly Service Fee: Not to Exceed $1,250 per month.