HomeMy WebLinkAbout2025-11-18; City Council; Resolution 2025-246Exhibit 1 RESOLUTION NO. 2025-246 .
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AGREEMENT WITH TALOSYS, INC. FOR THE CITYWIDE IMPLEMENTATION OF
A FACILITY MONITORING SYSTEM IN AN AMOUNT NOT TO EXCEED
$359,476.71
WHEREAS, the City Council of the City of Carlsbad has determined that the city requires a system
that monitors the city’s facilities for conditions that could result in property damage; and
WHEREAS, the City of Carlsbad currently doesn’t have a facility monitoring system; and
WHEREAS, the City of Carlsbad issued a request for qualifications to source the installation,
maintenance and support of an internet-based facility monitoring system; and
WHEREAS, staff evaluated proposals received from vendors and selected Talosys, Inc. to
complete a pilot program; and
WHEREAS, the Talosys pilot program was determined to be successful and to meet the city’s
requirements; and
WHEREAS, the city negotiated an agreement to expand the pilot program citywide to all
appropriate facilities for equipment, application and services in an amount not to exceed $359,476.71
over a three-year period; and
WHEREAS, the agreement can be extended for two one-year terms at $43,454.00 per year at
the City Manager’s discretion; and
WHEREAS, under Carlsbad Municipal Code 3.28.060 – Procurement of Professional Services and
Services, the City Council’s approval is required for the procurement of professional services or services
that cost more than $100,000 per agreement year; and
WHEREAS, the City Council approved the Strategic Digital Transformation Investment Program
(SDTIP) project in fiscal year 2023-24 for the initial pilot program in the amount of $75,000.00 and in
fiscal year 2025-26 an additional $225,000.00 was approved for citywide implementation and first year
maintenance of the facility monitoring system, with currently approximately $290,000 in available
funds for the first year of this agreement; and
WHEREAS, an ongoing budget of $43,454.00 will be requested as part of the fiscal year 2026-
27 operating budget process by the Information Technology Department for the annual maintenance;
and
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WHEREAS, the City Manager will have the authority to execute the agreement with Talosys for
citywide implementation of a facility monitoring system in a not-to-exceed amount of $359,476.71.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1.That the above recitations are true and correct.
2.The proposed action is not a “project” as defined by California Environmental Quality Act, or
CEQA, Section 21065 and CEQA Guidelines Section 15378(a) and does not require
environmental review under CEQA Guidelines Section 15060(c)(2) because the action is limited
to the purchase of sensors and the Talosys software subscription. The action has no potential
to cause either a direct physical change in the environment or a reasonably foreseeable indirect
physical change in the environment.
3.That the City Manager or designee is authorized to execute all required documents
necessary for the citywide implementation of a facility monitoring system agreement with
Talosys, Inc. in an amount not to exceed $359,476.71 as provided in Attachment A.
4.That funding beyond the first year of the agreement will be added to the Information
Technology Department’s Operating fund starting with the fiscal year 2026-27 budget process.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 18th day of November, 2025, by the following vote, to wit:
AYES: Blackburn, Bhat-Patel, Acosta, Burkholder, Shin.
NAYS: None.
ABSTAIN: None.
ABSENT: None.
______________________________________
KEITH BLACKBURN, Mayor
______________________________________
SHERRY FREISINGER, City Clerk
(SEAL)
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AGREEMENT FOR FACILITY MONITORING SERVICES PILOT
TALOSYS, INC.
THIS AGREEMENT is made and entered into as of the ______________ day of
_________________________, 2025, by and between the City of Carlsbad, California, a municipal
corporation ("City") and Talosys, Inc., a Delaware Corporation, ("Contractor").
RECITALS
A.City requires the professional services of a consultant that is able to furnish, install,
maintain and support a facility monitoring solution.
B.Contractor has the necessary experience in providing equipment, professional services
and advice related to facility monitoring solutions.
C.Contractor has submitted a proposal to City and has affirmed its willingness and ability to
perform such work.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein,
City and Contractor agree as follows:
1.SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that
are defined in attached Exhibit "A," which is incorporated by this reference in accordance with this
Agreement’s terms and conditions.
2.STANDARD OF PERFORMANCE
While performing the Services, Contractor will exercise the reasonable professional care and skill
customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan
Southern California area, and will use reasonable diligence and best judgment while exercising its
professional skill and expertise.
3.TERM
The term of this Agreement will be effective for a period of three (3) years from the date first above
written. The City Manager may amend the Agreement to extend it for two (2) additional one (1) year or
parts of a year. Extensions will be based upon a satisfactory review of Contractor's performance, City
needs, and appropriation of funds by the City Council. The parties will prepare a written amendment
indicating the effective date and length of the extended Agreement.
4.TIME IS OF THE ESSENCE
Time is of the essence for each and every provision of this Agreement.
5.COMPENSATION
The total fee payable for the Services to be performed during the initial Agreement term shall not exceed
three hundred fifty-nine thousand four hundred seventy-six dollars and seventy-one cents (359,476.71).
No other compensation for the Services will be allowed except for items covered by subsequent
amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention
until City has accepted the work and/or Services specified in Exhibit "A." If the City elects to extend the
Agreement, the amount shall not exceed forty-three thousand four hundred fifty-four dollars ($43,454.00)
per Agreement year.
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Attachment A
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Incremental payments, if applicable, should be made as outlined in attached Exhibit "A."
6. STATUS OF CONTRACTOR
Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit
of Contractor's independent calling, and not as an employee of City. Contractor will be under control of
City only as to the result to be accomplished, but will consult with City as necessary. The persons used by
Contractor to provide services under this Agreement will not be considered employees of City for any
purposes.
The payment made to Contractor pursuant to the Agreement will be the full and complete compensation
to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of
Contractor or its agents, employees or subcontractors. City will not be required to pay any workers'
compensation insurance or unemployment contributions on behalf of Contractor or its employees or
subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement
contribution, social security, overtime payment, unemployment payment or workers' compensation
payment which City may be required to make on behalf of Contractor or any agent, employee, or
subcontractor of Contractor for work done under this Agreement. At the City’s election, City may deduct
the indemnification amount from any balance owing to Contractor.
7. SUBCONTRACTING
Contractor will not subcontract any portion of the Services without prior written approval of City. If
Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and
omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the
subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor.
Nothing contained in this Agreement will create any contractual relationship between any subcontractor
of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind
every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement
applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved
in writing by City.
8. OTHER CONTRACTORS
The City reserves the right to employ other Contractors in connection with the Services.
9. INDEMNIFICATION
Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City
and its officers, elected and appointed officials, employees and volunteers from and against all claims,
damages, losses and expenses including attorneys fees arising out of the performance of the work
described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any
subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of
them may be liable.
If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s
performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then,
and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein,
Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to
the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a
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final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the
cost to defend, shall not exceed the Contractor’s proportionate percentage of fault.
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 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.
10. INSURANCE
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments,
insurance against claims for injuries to persons or damage to property which may arise out of or in
connection with performance of the services by Contractor or Contractor’s agents, representatives,
employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and
authorized to do business in the State of California. The insurance carrier is required to have a current
Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of
Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”;
OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC)
latest quarterly listings report.
10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits
indicated below, unless Risk Manager or City Manager approves a lower amount. These minimum
amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations
under this Agreement. City, its officers, agents and employees make no representation that the limits of
the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect
Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will
obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense.
The full limits available to the named insured shall also be available and applicable to the City as an
additional insured.
10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis,
including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.
10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for
City). $2,000,000 combined single-limit per accident for bodily injury and property damage.
10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as
required by the California Labor Code. Workers' Compensation will not be required if Contractor has no
employees and provides, to City's satisfaction, a declaration stating this.
10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor’s profession
with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years
following the date of completion of the work.
10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
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10.2.1 The City will be named as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be
written as claims-made coverage.
10.2.3 If Contractor maintains higher limits than the minimums shown above, the City requires
and will be entitled to coverage for the higher limits maintained by Contractor. Any available insurance
proceeds in excess of the specified minimum limits of insurance and coverage will be available to the City.”
10.2.4 This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant
to the Notice provisions of this Agreement.
10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages,
then City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor
is responsible for any payments made by City to obtain or maintain insurance and City may collect these
payments from Contractor or deduct the amount paid from any sums due Contractor under this
Agreement.
10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and
certified copies of any or all required insurance policies and endorsements.
11. BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as
may be amended from time-to-time.
12. ACCOUNTING RECORDS
Contractor will maintain complete and accurate records with respect to costs incurred under this
Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during
normal business hours to examine, audit, and make transcripts or copies of records and any other
documents created pursuant to this Agreement. Contractor will allow inspection of all work, data,
documents, proceedings, and activities related to the Agreement for a period of four (4) years from the
date of final payment under this Agreement.
13. OWNERSHIP OF DOCUMENTS
All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this
Agreement is the property of City. In the event this Agreement is terminated, all work product produced
by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered
at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor’s
records.
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14. COPYRIGHTS
Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor
relinquishes all claims to the copyrights in favor of City.
15. NOTICES
The name of the persons who are authorized to give written notice or to receive written notice on behalf
of City and on behalf of Contractor under this Agreement are:
For City: For Contractor:
Name Maria Callander Name Ruby Sarda
Title IT Director Title President
Dept IT Address 10620 Treena St Suite 230
CITY OF CARLSBAD SAN DIEGO, CA 92131
Address 1635 Faraday Ave Phone 858-286-7099
Carlsbad, CA 92008 Email ruby@talosys.io
Phone 442.339.2454
Each party will notify the other immediately of any changes of address that would require any notice or
delivery to be directed to another address.
16. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or
interests as required in the City of Carlsbad Conflict of Interest Code.
Yes ☐ No ☒
If yes, list the contact information below for all individuals required to file:
Name Email Phone Number
17. GENERAL COMPLIANCE WITH LAWS
Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which
in any manner affect those employed by Contractor, or in any way affect the performance of the Services
by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and
regulations and will be responsible for the compliance of Contractor's services with all applicable laws,
ordinances and regulations.
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Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will
comply with those requirements, including, but not limited to, verifying the eligibility for employment of
all agents, employees, subcontractors and consultants whose services are required by this Agreement.
18. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS
Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package
delivery vehicles operated in California may be subject to the California Air Resources Board (CARB)
Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce
emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage
at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets.
19. DISCRIMINATION AND HARASSMENT PROHIBITED
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment.
20. DISPUTE RESOLUTION
If a dispute should arise regarding the performance of the Services the following procedure will be used
to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties.
Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A
copy of such documented dispute will be forwarded to both parties involved along with recommended
methods of resolution, which would be of benefit to both parties. The representative receiving the letter
will reply to the letter along with a recommended method of resolution within ten (10) business days. If
the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will
be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended
by each party and may then opt to direct a solution to the problem. In such cases, the action of the City
Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the
parties from seeking remedies available to them at law.
21. TERMINATION
In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate
this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City
decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City
may terminate this Agreement upon written notice to Contractor. Upon notification of termination,
Contractor has ten (10) business days to deliver any documents owned by City and all work in progress to
City address contained in this Agreement. City will make a determination of fact based upon the work
product delivered to City and of the percentage of work that Contractor has performed which is usable
and of worth to City in having the Agreement completed. Based upon that finding City will determine the
final payment of the Agreement.
City may terminate this Agreement by tendering sixty (60) days written notice to Contractor. Contractor
may terminate this Agreement by tendering sixty (60) days written notice to City. In the event of
termination of this Agreement by either party and upon request of City, Contractor will assemble the work
product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for
work performed to the termination date; however, the total will not exceed the lump sum fee payable
under this Agreement. City will make the final determination as to the portions of tasks completed and
the compensation to be made.
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22. COVENANTS AGAINST CONTINGENT FEES
Contractor warrants that Contractor has not employed or retained any company or person, other than a
bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has
not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission,
percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award
or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this
Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or
otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent
fee.
23. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be
asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of
litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to
City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor
acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this
Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public
entity. These provisions include false claims made with deliberate ignorance of the false information or in
reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the
False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor
acknowledges that the filing of a false claim may subject Contractor to an administrative debarment
proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work
or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another
jurisdiction is grounds for City to terminate this Agreement.
24. JURISDICTION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California regardless of
conflict of laws principles. Any action at law or in equity brought by either of the parties for the purpose
of enforcing a right or rights provided for by this Agreement will be tried in a court of competent
jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law
providing for a change of venue in these proceedings to any other county.
25. SUCCESSORS AND ASSIGNS
It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and
their respective successors. Neither this Agreement nor any part of it nor any monies due or to become
due under it may be assigned by Contractor without the prior consent of City, which shall not be
unreasonably withheld.
26. THIRD PARTY RIGHTS
Nothing in this Agreement should be construed to give any rights or benefits to any party other than the
City and Contractor.
26. TECHNOLOGY TERMS AND CONDITIONS
26.1 Sensitive Information. In instances where any agreement, purchase order, or Scope of Work is for
the provision of Public Cloud Services where City’s sensitive data may be exchanged, Contractor shall
provide an independently certified System and Organization Controls (SOC) 2 Type 2 Audit Report or a
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SOC Cybersecurity Report or equivalent certification for all parties to the Agreement and annual updates
during the term of the Agreement.
26.2 Data Location and Ownership. The Contractor shall provide its services to the City and its end
users solely from data centers in the continental United States. Storage of City Data at rest shall be located
solely in data centers in the United States. Contractor will notify the City of any plans to relocate its hosted
services to another data center. Contractor shall not allow personnel or subcontractors to store City Data
on portable devices, including personal computers, except for devises that are used and kept only at its
U.S. data centers. The Contractor shall permit its personnel and subcontractors to access City Data
remotely only as required to provide technical user support or other customer support. The City will own
all right, title and interest in City Data that is related to the services provided by this Agreement.
26.3 Data Protection. Contractor shall ensure there is no inappropriate or unauthorized use of City
Data at any time. To this end, Contractor shall safeguard the confidentiality, integrity, and availability of
City Data within its control using security technologies and techniques in accordance with standard
industry practices for such data. In no event may Contractor’s action or inaction result in any situation
that is less secure than the security Contractor provides for its own systems and data.
26.4 Data Breach Responsibilities. This section only applies when there is a breach of City Data within
the possession or control of Contractor. Contractor shall: (1) promptly notify City within 24 hours or
sooner by telephone, unless shorter time is required by applicable law, if it confirms that there is or
reasonably believes that there has been a data breach; (2) cooperate with the City as reasonably
requested by the City to investigate and resolve the data breach and provide daily updates; (3) quarantine
the data breach and ensure secure access to City Data; (4) promptly implement necessary remedial
measures; and (5) document responsive actions taken related to the data breach.
26.5 Background Checks. As permitted or required by law, the Contractor shall conduct criminal
background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the
Agreement who have been convicted of any crime of dishonesty, including but not limited to criminal
fraud, or otherwise convicted of any felony or any misdemeanor offense for which incarceration for up to
1 year is an authorized penalty. The Contractor shall promote and maintain an awareness of importance
of securing the City’s information among the Contractor’s employee and agents.
26.6 Information Technology Access. All electronic and information technology procured through this
Agreement must meet the applicable accessibility standards of Section 508 of the Rehabilitation Act of
1973 (29 U.S.C. 794d) as amended and is viewable at http://www.section508.gov. Further, the Contractor
assures the City that the Contractor complies with the American with Disabilities Act of 1990 (42 US.C.
12101 et seq.), including the Department of Justice’s final rule revising the regulation implementing title
II of the Americans with Disabilities Act to establish specific requirements, including the adoption of
specific technical standards, for making accessible the services, programs, and activities offered by State
and local government entities to the public through the web and mobile applications (“apps”) which
becomes effective June 24, 2024 (89 FR 31320.). And in accordance with California Government Code
Section 7405(b), the Contractor shall have the ongoing obligation to promptly respond to and resolve any
complaint regarding accessibility that is brought to the attention of the Contractor.
26.7 Intellectual Property Indemnification. To the fullest extent permitted by law, Contractor will
indemnify, defend, and hold harmless the City, its officers, elected and appointed officials, employees,
and volunteers from any and all third-party claims, costs (including without limitation reasonable
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attorneys’ fees), damages, and losses for infringement or violation of any U.S. Intellectual Property Right
by any product or service provided by this Agreement.
Aside from Contractor’s indemnification obligation, should the product or services or any part thereof
become, or in Contractor’s reasonable opinion be likely to become, the subject of a claim for infringement
of a third party intellectual property right, then Contractor shall, at its sole option and expense: (i) procure
for City the right to use and access the infringing or potentially infringing item(s) of the service or product
(“Infringing Item”) free of any liability for infringement; or (ii) replace or modify the Infringing Item with a
non-infringing substitute otherwise materially complying with the functionality of the replaced system; or
(iii) if neither of the foregoing is reasonably practicable, terminate the right to use and access the
Infringing Item and refund a prorated amount of any amount already paid. However, in the event
Contractor exercises option (iii), Contractor shall provide Customer with ninety (90) days of use and access
to the Infringing Item prior to termination.
27. ENTIRE AGREEMENT
This Agreement, together with any other written document referred to or contemplated by it, along
with the purchase order for this Agreement and its provisions, embody the entire Agreement and
understanding between the parties relating to the subject matter of it. In case of conflict, the terms of
the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be
amended, modified, waived or discharged except in a writing signed by both parties. This Agreement
may be executed in counterparts.
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28. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor
each represent and warrant that they have the legal power, right and actual authority to bind Contractor
to the terms and conditions of this Agreement.
Executed by Contractor this___________ day of _______________________, 2025.
CONTRACTOR CITY OF CARLSBAD, a municipal corporation of
the State of California TALOSYS Inc., a Delaware Corporation
By: By:
(sign here) City Manager
Ruby Sarda/President
(print name/title)
ATTEST:
By: SHERRY FREISINGER, City Clerk
(sign here) By:
Surya Sarda/ Secretary
Morgen Fry, Assistant City Clerk
(print name/title)
If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a
corporation, Agreement must be signed by one corporate officer from each of the following two groups.
Group A Group B
Chairman, Secretary,
President, or Assistant Secretary,
Vice-President CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under
corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
CINDIE K. McMAHON, City Attorney
BY: _____________________________
Deputy City Attorney
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EXHIBIT A
SCOPE OF SERVICES AND FEE
After a Request for Qualifications (RFQ) process, the City selected Contractor for the installation and
activation of its facility monitoring solution at the City’s Police and Fire Headquarters for a Pilot Phase
evaluation. This Pilot Phase validated and confirmed to the City that the Contractor’s product offering
met its stated capabilities outlined within Contractor’s proposal in response to RFQ24-03. Having
successfully completed the Pilot Phase, the City has selected Contractor for a city-wide roll out of its
facility monitoring solution.
A project schedule will be developed and agreed upon between the City and Contractor. The project
schedule will outline the timeline for each of the sites outlined in Exhibit C. Site installation will be
phased over a period of several months and will be coordinated between the Contractor and the City’s
assigned project manager.
Contractor will acquire and install the sensors and gateways outlined in Exhibit C in conjunction with the
approved project schedule. City will be invoiced for equipment as it is ordered by Contractor.
Billing for monitoring fees and cellular services will commence upon installation of each sensor and
gateway and connectivity has been established to the Contractor’s solution. Subsequent years
monitoring fees and cellular services will be invoiced prior to the commencement of the next annual
billing period.
The number of gateways listed is the maximum number of planned gateways. The number of gateways
installed may be fewer and the City will only be charged one time and ongoing costs for the number of
gateways installed.
For the initial term of the agreement, the city may purchase additional sensors at the prices outlined
below.
Fees
Item Quantity Unit Cost Total
Liquid Level 13 $995.00 $12,935.00
Generator 39 $1,650.00 $64,350.00
Leak 172 $148.00 $25,456.00
Indoor Temperature 27 $169.00 $4,563.00
Humidity 23 $143.00 $3,289.00
Open/Close Door 43 $144.00 $6,192.00
Gateway 81 $535.00 $43,335.00
Sensor Total 317 $160,120.00
Installation $48,506.00
Shipping $884.00
Taxes $19,604.71
$229,114.71
Annual Monitoring and Services (based on number of sensors)337 $92.00 $31,004.00
Annual Cellular Data Fees (based on number of gateways)83 $150.00 $12,450.00
$43,454.00
EQUIPMENT
Total One-Time Costs
On-Time Costs
Ongoing Annual Costs
Total Ongoing Costs
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Hardware Installation Notes:
The Wireless 3-Phase Current Meter sensor uses 3 Rogowski coils that go around the 3 phase cables,
sensing the values by induction. The sensors are clip-on wireless sensors that do not require electricity
to be shut down. Installation will be completed by a Contractor provided qualified and licensed
industrial electrician with OSHA and NFPA 70E required Arc flashPPE.
The Top-Mounted Ultrasonic Liquid Level Sensor are wireless that do not require any alteration to the
tank the sensor is being installed in.
Hardware Warranty:
For the duration of this agreement, any hardware device installed as part of this agreement, or the pilot
phase agreement dated February 3, 2025, that is defective or ceases to function will be replaced by the
Contractor at no cost to the City.
Scope of Work:
1. System Configuration and Integration
• Network Setup: Establish a secure and robust LoRaWAN network to connect all
deployed sensors for seamless data transmission.
2. Dashboard Development and Launch
• Dashboard Configuration: Develop monitoring dashboards that display real-time data from
all sensors. The dashboards should be user-friendly and customizable to suit the needs of
different city departments.
• Feature Implementation: Include features such as alert notifications, data visualization,
reports, and basic analytic functions.
3. Data Collection and Initial Monitoring
• Start Data Collection: Begin collecting data from the installed sensors to monitor
various parameters like temperature, energy usage, and system performance.
• Monitor System Stability and Data Integrity: Ensure that the data collected is accurate and
the systems remain stable and operational under different conditions.
4. Training and User Feedback
• Staff Training: Conduct training sessions for city staff who will be using the monitoring
system. Ensure they are comfortable with the dashboard functionality and understand how
to interpret the data and respond to alerts.
Year 1 - One-Time and Ongoing Costs $272,568.71
Year 2 - Ongoing Costs $43,454.00
Year 3 - Ongoing Costs $43,454.00
Total Agreement Intial Term Not to Exceed $359,476.71
Optional Year 4 Extension - Ongoing Costs $43,454.00
Optional Year 5 Extension - Ongoing Costs $43,454.00
Total Agreement Not to Exceed $446,384.71
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• Gather Initial Feedback: Collect initial user feedback on system usability, data
utility, visualization functions, and any issues encountered to plan necessary
adjustments.
5. Evaluation and Reporting
• Performance Evaluation: Assess the effectiveness of the pilot systems in enhancing
operational efficiency, reliability, and user engagement.
• Report Generation: Create detailed reports on the pilot's outcomes, including
performance metrics, user feedback, and recommendations for system improvement or
expansion.
6. Adjustment and Optimization
• System Refinement: Based on the feedback and data analysis, make necessary adjustments
to the sensor configurations, dashboard features, and overall system setup.
• Optimization for Scalability: Identify and implement changes that will facilitate scaling
the system in the next phase, ensuring that enhancements are sustainable and cost-
effective.
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EXHIBIT B
Software as a Service License Agreement
1. Definitions
1.1 "Service" means the Provider's proprietary software applications and related services made
available to the City on a subscription basis.
1.2 "User" means an individual authorized by the City to use the Service, who has been supplied
with a user identification and password by the City (or by Contractor at City’s request).
1.3 "Documentation" means the user guides, manuals, and other documentation provided by
the Contractor to the City in connection with the Service.
2. License Grant and Restrictions
2.1 License Grant. Subject to the terms and conditions of this Agreement, the Contractor grants
the City a non-exclusive, non-transferable, worldwide right to access and use the Service during
the Agreement Term solely for the City's internal business operations.
2.2 License Restrictions. The City shall not (i) modify, copy, or create derivative works based on
the Service; (ii) frame or mirror any content forming part of the Service, other than on the City's
own intranets or otherwise for the City's internal business purposes; (iii) reverse engineer,
disassemble, decompile, or otherwise attempt to derive the source code of the Service; or (iv)
access the Service in order to (a) build a competitive product or service, or (b) copy any features,
functions or graphics of the Service.
3. Proprietary Rights
3.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, the
Contractor reserves all rights, title and interest in and to the Service, including all related
intellectual property rights. No rights are granted to the City hereunder other than as expressly
set forth herein.
3.2 Restrictions. The City shall not
(i) permit any third party to access the Service except as permitted herein or in an order
form,
(ii) create derivate works based on the Service,
(iii) copy, frame or mirror any part or content of the Service, other than copying or
framing on the City’s own intranets or otherwise for its own internal business purposes,
(iv) reverse engineer the Service, or
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(v) access the Service in order to (a) build a competitive product or service, or (b) copy
any features, functions or graphics of the Service.
4. Support Services
4.1. Contractor agrees, during the term of this Agreement, to provide
Standard technical support for software utilized in the delivery of services covered under this
agreement.
4.2. The Contractor’s support web site will be available 24 x 7 for submitting City support
requests. The Contractor’s support desk will be staffed from 8:00 a.m. to 5:00 p.m. Pacific
Standard Time, Monday to Friday, excluding Contractor published holidays.
4.3. When the City submits a support request through the Contractor’s support web site during
normal Contractor hours for support, as specified in Section 4.2 of this Agreement, Contractor
and City will categorize, and Contractor will escalate as appropriate, the support request
according to the following criteria. To ensure the listed Response Time, City must call the
provided Contractor support number to report or confirm Critical and High priority issues.
Severity Definition Response
Time
Resolution Time
Critical City site is down.
< 3 hours Immediate and ongoing effort,
with daily reporting to City as
necessary until a work-around
or fix has been provided.
High Major impairment of at least
one important function of City’s
site.
All important City functions are
working albeit with extra work.
< 1
business
day
Proceed with fix as high priority
work with reporting to City as
necessary until a work-around
or fix has been provided.
Medium One or more minor City
functions not working.
Major usability irritations
impacting staff at City.
< 3
business
days
Proceed with fix as medium
priority work, according to
schedule set by Contractor.
Low Minor usability irritations.
Work-around exists.
< 5
business
days
Proceed with fix as low priority
work, according to schedule set
by Contractor
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Nov. 18, 2025 Item #3 Page 22 of 24
Docusign Envelope ID: 8A6D7B63-F5D2-47F0-B874-E10B239C572B
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Nov. 18, 2025 Item #3 Page 23 of 24
Docusign Envelope ID: 8A6D7B63-F5D2-47F0-B874-E10B239C572B
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Nov. 18, 2025 Item #3 Page 24 of 24
Docusign Envelope ID: 8A6D7B63-F5D2-47F0-B874-E10B239C572B