DOD TEAM ON DEMAND SERVICES AGREEMENT
This Dispatch on Demand Services Agreement (this "Agreement") is entered into as of (the "Effective Date"), by and between the City, by and through the Placentia Public Safety Communications Center, CA (the "Placentia Public Safety Communications Center") and Moetivations, Inc., a Colorado corporation (the "Contractor"). The Placentia Public Safety Communications Center and the Contractor may be referred to herein as a "Party" or the "Parties".
RECITALS
A. The Placentia Public Safety Communications Center answers 9-1-1 emergency calls in Placentia, CA.
B. The Placentia Public Safety Communications Center is establishing shift coverage and implementing temporary professional services and duties in call -taking, with the goal of progressing and covering Police and Fire and EMD dispatch services provided by similarly situated full time staff at Placentia Public Safety Communications Center As contract staff become proficient in call -taking at Placentia Public Safety Communications Center, the expectation is that these staff will progress to both Police and Fire and EMD Dispatch duties so that those available roles can be covered.
C. Placentia Public Safety Communications Center operates out of 401 East Chapman Avenue, Placentia, CA 92870. Contract staff is expected to operate out of this location.
D. The CAD system is Mark43, the Radio System is Motorola Elite, the 9-1-1 system is Vesta, and all are housed at the PSAP operated by Placentia Public Safety Communications Center.
E. The Placentia Public Safety Communications Center desires to hire a Professional Services Team, who will report to the Placentia Public Safety Communications Center authority, Rosanna Ramirez or assigned designee, to establish call -taking and/or dispatch professional services, and provide monthly feedback, as directed by the Proposal for Dispatch on Demand attached hereto as Exhibit A (the "Services") and according to the terms and conditions herein.
F. Contractor will fill contract hours outlined in Exhibit A at Placentia Public Safety Communications Center. Contractor will prioritize contract employees to assist Placentia Public Safety Communications Center who are available for the longest period of time and on the most consistent basis.
G. The Parties desire that the Placentia Public Safety Communications Center engage the Contractor to provide Professional Services as outlined in Exhibit A.
AGREEMENT
ACCORDINGLY, in consideration for the recitals and the mutual promises herein, the Parties agree as follows:
1. Services. In accordance with this Agreement, and the Recitals noted above which are incorporated herein, the Placentia Public Safety Communications Center hereby engages the Contractor, and the Contractor accepts such engagement, to provide Dispatch on Demand services set forth in Exhibit A attached hereto (the "Services"). The provisions of this Agreement shall control over conflicting provisions in Exhibit A. The Initial Term of the Agreement shall begin on the Effective Date and extend to ("Initial Term"). The Contractor shall continue performing the Services until the expiration of any Renewal Term pursuant to Section 2.6 unless terminated sooner pursuant to the terms herein.
The Contractor shall report to the Placentia Public Safety Communications Center POC, Rosanna Ramirez, and/or appropriate delegates. The hours of work shall be calculated by hours worked during days of the week and shall not include hours related to drive time to and from. The Contractor will make every effort
DOD TEAM ON DEMAND SERVICES AGREEMENT
to fill contract hours with as few individual contract staff as reasonably practical in order to avoid excessive training of multiple contract employees.
2. Payment.
2.1. The Placentia Public Safety Communications Center shall pay the Contractor for the Professional Services at the hourly rate of $58.84, plus one time launch fee as set forth in Exhibit A. Hourly rate may only be adjusted based upon expanded work assignments and must accompany a written and signed change order. The Placentia Public Safety Communications Center shall pay the Contractor for the LOGISTICS required at exact cost plus 9.5% processing fees. Additional online training, onsite training and QA/QI options may be added as needed and are not included in the monthly total and shall only be included if requested by Placentia Public Safety Communications Center.
2.2. Upon award, the Contractor may submit an invoice due upon receipt for launch fee, first month discounted, and partial logistics as stipulated in Dispatch on Demand EXHIBIT A; due Net 15. Launch fee shall be deemed non-refundable.
2.3. If requested by the Placentia Public Safety Communications Center, the Contractor shall provide additional information related to an invoice, including without limitation information related to time, charges, or description of Services. The Placentia Public Safety Communications Center shall not be required to pay an invoice until the Contractor supplies such information as is reasonably satisfactory to the Placentia Public Safety Communications Center.
2.4. Notwithstanding the total time the Contractor spends performing the Services, the monthly fees payable to the Contractor for the Services shall not exceed $58.84 per hour (the "Hourly Fee") unless a fee increase is mutually agreed upon by the parties in writing upon pursuant to a Renewal Term under Section 2.6. Prepaid discounts are allowed from 2% to 4%. The fees reflect the amount of hours, work and material costs estimated by the Contractor to complete the Services in their entirety.
Onsite training options are not included into this total and, if ordered separately, will be included in subsequent invoices, as scheduled. Prepaid hours not utilized will be credited to account during renewal, if not renewed the unused hours may be processed as a refund to Placentia Public Safety Communications Center.
2.5. The Placentia Public Safety Communications Center shall pay a proper invoice for the prorated program upon receipt or within 21 days after the Placentia Public Safety Communications Center receives the invoice. Any terms and conditions set forth in the invoice shall not be binding on the Placentia Public Safety Communications Center and shall not modify or add to the terms and conditions hereof.
Each invoice shall be in a form acceptable to the Placentia Public Safety Communications Center.
2.6. Renewal Term: This Agreement will automatically renew the Contractor to perform the Services as outlined in Exhibit A for a succession term of one (1) month (each, a "Renewal Term") following the expiration of the Initial Term for the particular Services, unless either party decides that it does not wish to renew this Agreement or any particular Service hereunder before the expiration of the Initial Term or any Renewal Term, as applicable, by notifying the other party in writing at least 30 days before the completion of the initial Term or Renewal Term, as applicable. Renewal shall not exceed 12 months total terms unless terminated sooner pursuant to the terms herein. Prepaid discounts may apply.
3. Information. The Placentia Public Safety Communications Center shall provide any information in its possession or control that is reasonably requested by the Contractor to enable the Contractor to perform its obligations hereunder. If the Contractor requests information from third -party local governments in the Placentia Public Safety Communications Center jurisdiction, the Placentia Public
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Safety Communications Center shall make a good faith effort to obtain that information from the third parties.
4. General Performance Standards.
4.1. Except as otherwise set forth in this Agreement, the Contractor shall furnish all the labor, services, materials, and equipment necessary to perform and complete its obligations hereunder.
4.2. The Contractor represents and warrants to the Placentia Public Safety Communications Center that the following are true and accurate:
4.2.1 The Contractor has or shall acquire the capacity and the professional experience and skill to perform the Services.
4.2.2 The Services will be performed in accordance with the standards of care, skill, and diligence provided by competent professionals who perform services of a similar nature to those specified in this Agreement.
4.2.3 The Services shall be performed in a good and workmanlike manner.
4.2.4 All information supplied by the Contractor or its agents or subcontractors is and will be truthful and accurate in all material respects, except where the same is based on information provided by the Placentia Public Safety Communications Center or local governments in the Placentia Public Safety Communications Center' jurisdiction.
4.2.5 The Contractor has complied and will comply with all applicable laws, regulations, rules, ordinances, or similar directives regarding the Services, including any data privacy laws.
4.3. If Placentia Public Safety Communications Center authority, Rosanna Ramirez or assigned designee find that the Contractor's performance of the Services does not meet the standards set forth in this Agreement, the Contractor shall, at the Placentia Public Safety Communications Center request provide remedies or compensation.
4.4. The Contractor shall undertake and complete the Services timely to assure their expeditious completion in light of the purposes of this Agreement. If performance of the Services by the Contractor is delayed due to factors beyond the Contractor's reasonable control, or if conditions of the scope or type of Services are expected to change, Contractor shall give immediate notice if unexpected delay, and up to 30 day notice for expected delay to the Placentia Public Safety Communications Center of such a delay or change and may receive an equitable adjustment of time and/or compensation, as negotiated and agreed among the Parties.
5. Independent Contractor Status. The Contractor is and will remain a vendor in independent contractor in its relationship to the Placentia Public Safety Communications Center and shall perform their tasks and duties consistently with such status, and neither party nor its agents, students, servants, employees, officers, directors, or trustees will make a claim or demand for any right or privilege applicable to an agent, student, servant, employee, officer, director or trustee of the other, including but not limited to Workers' Compensation coverage, disability benefits, accident or health insurance, unemployment insurance, social security or retirement membership or benefits. Nothing contained in this Agreement shall constitute or be construed to be or to create a partnership or joint venture between the parties. IF
REQUIRED BY LAW, ALL PAYMENTS MADE TO THE CONTRACTOR HEREUNDER WILL BE REPORTED ON A CALENDAR YEAR BASIS USING IRS FORM 1099. THE Placentia Public Safety Communications Center WILL NOT: (1) WITHHOLD FICA
SOCIAL SECURITY AND MEDICARE TAXES) FROM THE CONTRACTOR'S PAYMENTS OR MAKE FICA PAYMENTS ON THE
DOD TEAM ON DEMAND SERVICES AGREEMENT
CONTRACTOR'S OR THE CONTRACTOR'S AGENT'S BEHALF, (2) MAKE STATE OR FEDERAL UNEMPLOYMENT COMPENSATION CONTRIBUTIONS OR PAYMENTS ON THE CONTRACTOR'S OR THE CONTRACTOR'S AGENT'S BEHALF, OR (3) WITHHOLD STATE OR FEDERAL INCOME TAX FROM THE CONTRACTOR'S PAYMENTS. THE Placentia Public Safety Communications Center
WILL NOT OBTAIN WORKERS' COMPENSATION OR UNEMPLOYMENT INSURANCE OR ANY OTHER INSURANCE COVERAGE OF ANY KIND ON BEHALF OF THE CONTRACTOR OR THE CONTRACTOR'S AGENTS.
6. Indemnification and Liability.
6.1. To the fullest extent permitted by law, the Contractor shall defend, indemnify, and hold harmless the Placentia Public Safety Communications Center and their elected officials, directors, officers, contractors, employees, agents, and consultants from and against limited claims, demands, losses, liabilities, actions, lawsuits, damages, and expenses, including legal expenses, costs, and attorneys' fees, brought or asserted by any third party arising out of or related to the Contractor's performance of the Contractor's obligations under this Agreement.
6.2. This indemnity coverage shall also cover the Placentia Public Safety Communications Center defense costs in the event that the Placentia Public Safety Communications Center, in its sole discretion, elects to provide its own defense. The Placentia Public Safety Communications Center retains the right to disapprove counsel, if any, selected by the Contractor to fulfill the foregoing defense indemnity obligation, which right of disapproval shall not be unreasonably exercised. Insurance coverage requirements specified herein shall in no way lessen or limit the liability of the Contractor under the terms of this indemnification obligation. The Contractor shall obtain, at its own expense, any additional insurance that it deems necessary for the Placentia Public Safety Communications Center' protection in the performance of this Agreement. This defense and indemnification obligation shall survive the expiration or termination of this Agreement for the period of one year.
6.3. EXCEPT WITH RESPECT TO THE CONTRACTOR'S INDEMNIFICATION OBLIGATIONS HEREUNDER, NO PARTY
SHALL BE LIABLE FOR INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. NOTHING IN THIS AGREEMENT SHALL BE DEEMED A WAIVER OF THE CITY'S PRIVILEGES OR IMMUNITIES.
7. Termination.
7.1. Termination for Breach. Either Party may terminate this Agreement if any other Party commits a material breach of this Agreement, including a breach of a representation or warranty, by giving the breaching Party written notice of termination for breach. The notice of termination for breach must specify the nature of the breach in reasonable detail. This Agreement will terminate if the material breach described in the notice is not cured within 30 days after the notice is given. A termination for breach will be without prejudice to the rights any Party may have against the other Party, whether arising in connection with the breach or otherwise. Final invoice will include balance of existing service month plus logistics cancellation fees.
7.1.1 Reasonable periods of delay due to severe weather or unavoidable illness will not be considered breach. Contractor shall make every effort to provide services coverage within reasonable and timely fashion.
7.2. Termination for Convenience. The Placentia Public Safety Communications Center may terminate this Agreement for convenience by giving the Contractor of such termination 30 days before the effective date of termination. Final invoice will include balance of existing service month plus logistics cancellation fees. Remaining contract fees, if prepaid contract, will be refunded less the previously stated month balance plus 30 days, for any termination for convenience.
DOD TEAM ON DEMAND SERVICES AGREEMENT
7.3. Effect of Termination. Unless agreed otherwise, the Contractor shall provide no further Services in connection with this Agreement after the effective date of termination, and the Contractor shall proceed, during turn down, to cancel all existing orders and contracts that are chargeable to the Placentia Public Safety Communications Center under this Agreement. The Placentia Public Safety Communications Center shall have no liability for any Services performed after the effective date of termination plus 15 days turn down time period. The Contractor shall be entitled to receive compensation in accordance with this Agreement for any satisfactory Services completed prior to the effective date of termination, or such other stop -work date as may be specified in the notice, plus appropriate turn down service fees during 15 day turn down. The Placentia Public Safety Communications Center shall own all results and proceeds of all the Services performed prior to the effective date of termination, and the Contractor shall deliver the same to the Placentia Public Safety Communications Center immediately upon demand.
8. Confidentiality.
8.1. Definition. "Confidential Information" means all information that the Placentia Public Safety Communications Center discloses to the Contractor that falls within one or more of the following categories: (1) any information identified as confidential by the Placentia Public Safety Communications Center; (2) any information that falls within the definition of a "trade secret"; (3) any information, including a formula, pattern, compilation, program, device, method technique, or process that (a) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; (4) any information which the Contractor knows or reasonably should know that the Placentia Public Safety Communications Center is required to keep confidential under a binding obligation with a third party or under law; and (5) all information provided to the Contractor which the Contractor knows or reasonably should know could be detrimental to the interests of the Placentia Public Safety Communications Center if disclosed or used without authorization, whether or not such information is identified as confidential. All information provided to the Contractor that contains or could be used to derive line counts from a particular carrier shall be considered Confidential Information; except such information that falls into one or more of the categories set forth in Section 8.2 shall not be considered Confidential Information. The Deliverables shall be considered Confidential Information.
8.2. Exceptions. Information that falls into any one or more of the following categories shall not constitute Confidential Information: (1) information that is or becomes part of the public domain through no fault of the Contractor; (2) information that the Contractor can show was known by the Contractor prior to its receipt from the Placentia Public Safety Communications Center; (3) information that the Contractor can show was independently developed by or for the Contractor without relying on any Confidential Information; (4) information that the Contractor can show was rightfully received from a third party who is not under any obligation to maintain the confidentiality of such information, under circumstances not involving a violation of the rights of the Placentia Public Safety Communications Center; and (5) information that the Placentia Public Safety Communications Center is required to disclose under open records request.
8.3. Protection of Confidential Information. Except as otherwise provided or permitted in this Agreement, the Contractor will not do any of the following, directly or indirectly, without the written consent of the Placentia Public Safety Communications Center: (1) disclose, transfer, or otherwise communicate to any third party any Confidential Information; or (2) use Confidential Information for any purpose. The Contractor will not permit any of its respective agents or employees to take any action prohibited by this Section 8.3.
DOD TEAM ON DEMAND SERVICES AGREEMENT
8.4. Use of Confidential Information. A Contractor may use the Placentia Public Safety Communications Center Confidential Information consistent with the purpose and intent of this Agreement and to evaluate the feasibility of additional transactions or a business relationship between the Parties.
8.5. Disclosure by Court Order or Law. The Contractor will not be in breach of the obligations hereunder to the extent that, based upon the advice of counsel, it provides Confidential Information under a court order or discloses Confidential Information as required by law. Before the Contractor discloses Confidential Information under this Section 8.5, it must (except to the extent it is illegal to do any of the following): (1) immediately notify the Placentia Public Safety Communications Center of the court order or legal requirement; (2) give the Placentia Public Safety Communications Center a reasonable opportunity to contest or limit the required disclosure; and (3) provide reasonable assistance at the Placentia Public Safety Communications Center expense.
8.6. Availability of Injunctive Relief. The unauthorized use or disclosure of Confidential Information would be highly prejudicial to the interests of the Placentia Public Safety Communications Center and would materially damage the Placentia Public Safety Communications Center. Therefore, the Placentia Public Safety Communications Center will be presumed entitled to injunctive relief to protect its Confidential Information against unauthorized disclosure or use in violation of this Agreement. The Placentia Public Safety Communications Center may obtain injunctive relief without posting a bond (or, if a court determinates that a bond is required, then upon the posting of a nominal bond).
9. Notices. Notices to be provided under this Agreement shall be given in writing and either delivered by hand, email, or U.S. Mail to the persons or addresses set forth on Exhibit B. A Party may change its notice person or address by giving written notice to the other Parties.
10. Nondiscrimination: Contractor will comply with all applicable local, State and Federal laws concerning discrimination and unfair employment practices. Placentia Public Safety Communications Center prohibits unlawful discrimination on the basis of race, color, religion, gender, gender identity, national origin, age 40 and over, disability, socio-economic status, sexual orientation, genetic information, or any other status protected by applicable Federal, State or local law. Contractor must require that its subcontractors, if any, similarly comply with all applicable laws concerning discrimination and unfair employment practices.
11. Representations and Warranties:_Contractor represents and warrants the following:
11.1. Execution of this Contract and performance thereof is within Contractor's duly authorized powers;
11.2. The individual executing this Contract is authorized to do so by Contractor;
11.3. Contractor is authorized to do business and is properly licensed by all necessary governmental and public and quasi -public authorities having jurisdiction over the Work and the Contractor; and
11.4. Contractor and its subcontractors, if any, are financially solvent, able to pay all debts as they mature, and have sufficient working capital to complete the Work and perform all obligations under the Contract.
12. Legal Compliance: Contractor assumes full responsibility for obtaining and maintaining any permits and licenses required to perform the Work. Contractor is solely responsible for ensuring that its performance under this Contract and the Work itself will comply with all Federal, State, and local laws, regulations, ordinances and codes. Placentia Public Safety Communications Center approval of the Work or any aspect of Contractor's performance, such as plans, designs, or other Contractor -drafted
DOD TEAM ON DEMAND SERVICES AGREEMENT
documents, shall not be interpreted to mean that Contractor has satisfied its obligations under this Section.
13. Litigation Reporting: Contractor is not currently involved in any action before a court or other administrative decision-making body that could affect Contractor's ability to perform the Work.
Contractor will promptly notify the Placentia Public Safety Communications Center if Contractor is served with a pleading or other document in connection with any such action.
14. Tax Exemption: Placentia Public Safety Communications Center is exempt from payment of Federal, State, and local government taxes. Contractor shall collect no tax from the Placentia Public Safety Communications Center, and the Placentia Public Safety Communications Center shall not be liable to pay any taxes imposed on Contractor. Placentia Public Safety Communications Center shall provide its tax exemption status information to Contractor upon request.
15. General Terms.
15.1. Further Assurances. Each Party shall execute all further documents and take all further acts reasonably necessary or appropriate to carrying out the intent of this Agreement.
15.2. Amendments. Amendments to this Agreement may only be made in writing and must be agreed to by all the Parties to be effective.
15.3. Assignability and Subcontracting. The Contractor shall not assign, transfer, or subcontract this Agreement or any obligations hereunder, without first obtaining the written consent of the Placentia Public Safety Communications Center. Any permitted assignment, transfer, or subcontract shall not relieve the Contractor of its duties and obligations hereunder.
15.4. Audit. The Placentia Public Safety Communications Center, or any of its duly authorized representatives, shall have reasonable access to any books, documents, papers, or records of the Contractor which are pertinent to the Contractor's performance under this Agreement for the purpose of making an audit, examination, or excerpts. The Contractor shall provide any documentation necessary to prepare all reporting required by the Placentia Public Safety Communications Center, and shall keep all books, documents, papers and records which are pertinent to the Contractor's performance for a minimum period of two years, or such longer time as may be set forth in any addendums to this Agreement.
15.5. Disputes. This Agreement shall be governed by the internal laws of the State of Colorado without reference to conflict of laws principals. Venue for any civil action relating to this Agreement shall be in a state court located in Arapahoe County, State of Colorado. EACH PARTY HEREBY WAIVES ANY RIGHT IT HAS
OR MAY HAVE TO A JURY TRIAL IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
15.6. Waiver. The Placentia Public Safety Communications Center approval or acceptance of, or payment for, Services shall not be construed as a waiver of any rights or benefits to be provided under this Agreement. No covenant or term of this Agreement shall be deemed to be waived by any Party except in writing signed by a person authorized by that Party, and any waiver of a right shall not be construed to be a waiver of any other right or to be a continuing waiver.
15.7. Non -Appropriation. The financial obligations of the Placentia Public Safety Communications Center as set forth herein beyond the current fiscal year is contingent upon that Party's
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legislative body's annual appropriation of funds. Nothing herein shall create a multiple year fiscal obligation.
15.8. Force Majeure. No Party shall be liable for any delay in or failure of performance of any obligation hereunder, nor shall any delay or failure constitute default or give rise to any liability for damages if, and only to the extent that, such delay or failure is caused by an act of God, act of the public enemy, unusually severe weather, fire, flood, epidemic, quarantine, strike, labor dispute or freight embargo, or similar event outside the reasonable control of the non-performing Party, but only to the extent such event was not the result of, or was not aggravated by, the acts or omissions of the non- performing Party. Contractor shall make best effort to avoid foreseen weather delays; delay due to unforeseen and severe weather conditions shall not be penalized.
15.9. Severability. If any term or condition of this Agreement is held to be invalid or unenforceable, then the term or condition may be modified or amended by the court to render it enforceable to the maximum extent permitted; if modification or amendment is not practicable, then the term or condition shall be severed from this Agreement with no effect upon the remaining terms and conditions of this Agreement.
15.10. Third -Party Beneficiaries. The enforcement of this Agreement and all rights of action relating thereto shall be strictly reserved to the Parties. Nothing contained in this Agreement shall give or allow any claims or rights of action whatsoever by any other third person or entity.
15.11. Conflict of Interest. The Contractor shall not offer or provide (and represents that it has not offered or provided) anything of benefit to any the Placentia Public Safety Communications Center official or employee, or to any official or employee of any local government located in the Placentia Public Safety Communications Center jurisdiction, that would place the official or employee in a position of violating the public trust.
15.12. Survival of Terms and Conditions. Notwithstanding anything herein to the contrary, the Parties understand and agree that the provisions of this Agreement that require continued performance, compliance, or effect beyond the termination date of the Agreement shall survive such termination and shall be enforceable in the event of a failure to perform or comply.
15.13. Liens and Encumbrances. The Contractor shall not have any right or interest in any of the Placentia Public Safety Communications Center's assets, nor any claim or lien with respect thereto, arising out of this Agreement or the performance of the Services.
15.14. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission (to which a signed PDF copy is attached) shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
15.15. Poaching: The Contractor shall not for the period of the contract and for 12 months after the Termination Date solicit, directly or by assisting others, any person who was an employee of the Placentia Public Safety Communications Center to leave employment of the Placentia Public Safety Communications Center (whether or not such person would breach their contract of employment).
16. Insurance: Prior to commencing the Work, Contractor will provide a Certificate of Insurance to the Placentia Public Safety Communications Center demonstrating adequate insurance coverage as required by this Section. All policies evidencing coverage required by the Contract will be issued by insurance companies satisfactory to the Placentia Public Safety Communications Center.
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16.1. Placentia Public Safety Communications Center as Additional Insured: Placentia Public Safety Communications Center shall be named as an additional insured for General Liability, and Umbrella/Excess Liability, as designated in this Contract. Additional insured shall be endorsed to the policy.
16.2. THE ADDITIONAL INSURED WORDING SHOULD BE AS FOLLOWS: Placentia Public Safety Communications Center, is named as Additional Insured.
16.3. Notice of Cancellation: Each insurance policy required by this Contract shall provide the required coverage and shall not be suspended, voided or canceled except after thirty (30) days' prior written notice has been given to the Placentia Public Safety Communications Center except when cancellation is for non-payment of premium, then ten (10) days' prior notice may be given. If any insurance company refuses to provide the required notice, Contractor or its insurance broker shall notify the Placentia Public Safety Communications Center any cancellation, suspension, or nonrenewal of any insurance policy within seven (7) days of receipt of insurers' notification to that effect.
16.4. Insurance Obligations of Placentia Public Safety Communications Center: Placentia Public Safety Communications Center is not required to maintain or procure any insurance coverage beyond the coverage maintained by the Placentia Public Safety Communications Center in its standard course of business.
16.5. Deductible: Any and all deductibles contained in any insurance policy shall be assumed by and at the sole risk of Contractor.
16.6. Primacy of Coverage: Coverage required of Contractor and its subcontractors, if any, shall be primary over any insurance or self-insurance program carried by the Placentia Public Safety Communications Center.
16.7. Subrogation Waiver: All insurance policies in any way related to this Contract secured or maintained by Contractor as required herein shall include clauses stating that each carrier shall waive all rights of recovery, under subrogation or otherwise, against Placentia Public Safety Communications Center, its organizations, officers, agents, employees, and volunteers.
16.8. Requirements: For the entire duration of this Contract including any extended or renewed terms, and longer as may be required by this Contract, Contractor shall procure and maintain at its own expense, and without cost to the Placentia Public Safety Communications Center, the following kinds and minimum amounts of insurance to insure the liability risks that Contractor has assumed under this Contract:
16.9. Commercial General Liability: This coverage should be provided on an Occurrence Form, with Minimum limits of $1,000,000 Each Occurrence, $2,000,000 General Aggregate. Coverage should be provided on an Occurrence form. The policy shall be endorsed to include Additional Insured Owners, Lessees or Contractors endorsements CG 2038 (or equivalent), and Additional Insured Completed Operations for Owners, Lessees or Contractors CG 2037 (or equivalent). Minimum limits required of $1,000,000 Each Occurrence, $2,000,000 General Aggregate.
16.10. Automobile Liability: Bodily Injury and Property Damage for any owned, hired, and non - owned vehicles used in the performance of the Contract. Minimum limits $1,000,000 Each Accident.
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16.11. Workers' Compensation and Employer's Liability: Workers' Compensation must be maintained with the statutory limits. Employer's Liability is required for minimum limits of $1,000,000 Each Accident/$1,000,000 Disease -Policy Limit/$1,000,000 Disease -Each Employee.
16.12. Data Breach: Data Breach -defense and liability coverage is required for minimum limits of $250,000.
16.13. Professional Liability (Errors and Omissions): Occurrence -based Professional liability coverage with minimum limits of $1,000,000 Per Loss.
16.14. Umbrella / Excess Insurance: Umbrella/Excess Liability Insurance to provide additional limits for underlying Workers' Compensation and Employers' Liability Insurance, Commercial General Liability Insurance, and Professional Liability/Technology Errors and Omissions, with limits of not less than One Million Dollars ($1,000,000.00) per occurrence and shall cover the owners, employees, and contractors, subject to that of the primary coverage.
[signature page follows]
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The Parties are executing this Agreement to signify their acceptance of all the terms and conditions stated above, to be effective as of the Effective Date, regardless of the date of actual signature.
Placentia Public Safety Communications Center Moetivations, Inc By: By:
Name: Rosanna Ramirez Name: Maureen Dieckmann
Title: Deputy City Administrator Title: CEO
Date: Date:
BILLING ADDRESS:
Placentia Public Safety Communications Center
401 East Chapman Avenue
Placentia, CA 92870
Attn: Rosanna Ramirez
Title: Deputy City Administrator
Tel: (714) 993-8141
Email: [email protected]
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EXHIBIT A
ATTACHED PROPOSAL FOR DISPATCH ON DEMAND
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EXHIBIT B
CONTACT INFORMATION
If to the Placentia Public Safety Attn:
Communications Center Placentia Public Safety Communications Center
401 East Chapman Avenue
Placentia, CA 92870
Attn: Rosanna Ramirez
Title: Deputy City Administrator
Tel: (714) 993-8141
Email: [email protected]
If to the Contractor:
Moetivations, Inc.
Attn: Maureen Dieckmann
10106 W. San Juan Way,
Suite 215
Littleton, CO 80127
303-993-7850
[email protected]