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Epsilon Systems Solutions Inc; 2007-02-05;
AGREEMENT FOR WIRELESS IP SURVEILLANCE SYSTEMS AND INSTALLATION BETWEEN CITY OF CARLSBAD AND EPSILON SYSTEMS SOLUTIONS, INC. THIS AGREEMENT is made and entered into as of the ------------ ^- ------------------------ day of -r^cor.^ -------- 2007 by and between tne CITY OF CARLSBAD, a municipal corporation, ("City"), and Epsilon Systems Solutions, Inc., a Corporation, ("Contractor"). RECITALS A. City requires the services of a Contractor that is experienced in providing Wireless Internet Protocol ("IP") Video Surveillance Systems, installation and maintenance. B. Contractor has the necessary experience in providing Wireless IP Video Surveillance Systems and installation. C. The'City's selection of this Contractor is expected to achieve the desired results in an expedited fashion without compromise to quality. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of the above recitals that are incorporated herein and the following mutual covenants, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to provide the Wireless IP Video Surveillance Systems, together with its installation as more fully described in the City's Request for Proposal ("RFP"), Exhibit A - Detailed Scope of Services, section 3 "Base Bid", and the Contractor's Response to RFP ("Response") proposal, Project Materials (Components) - Base Bid [as modified by Contractor's "Notes" and "Exceptions"], Drawings related to site installations, which are incorporated by this reference herein and in accordance with this Agreement's terms and conditions. The Contractor will perform Wireless IP Video Surveillance Systems services (materials and installation) as proposed by Contractor's schedule (Page 11 of Response and incorporated herein) and as authorized on an agreed and not to exceed price basis as specified in the Contractor's Response. In the event of a conflict between the terms and conditions of this Agreement and any term contained in the Contractor's Response, the terms and conditions of this Agreement shall take precedence over the conflicting term. In the event that the conflicting term is material to the ability of either party completing any portion of this Agreement, the parties shall immediately meet and confer to resolve the inconsistency; and if necessary, amend this Agreement in writing. The one year warranty included in the total bid price will be a full onsite manufacturer and installation warranty to include total functionality of and between all hardware and software. Warranty period will begin on the date of full acceptance of the wireless IP video surveillance system by the City. Nothing in this agreement is intended to create an exclusive arrangement between City and Contractor. The City reserves the right to procure future Wireless IP Video Surveillance Systems and services from other vendors as the City deems appropriate. 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 one-year from the date first above written. Notwithstanding the foregoing sentence, Contractor acknowledges that the Wireless IP Video Surveillance System Base Bid as specified in City's RFP, Section 3 must be installed, fully functional, and accepted by the City on or before February 28, 2007. It shall be deemed a material breach of this Agreement if the City has not accepted the Wireless IP Video Surveillance System by said date. The City Manager may amend the Agreement to extend it for four additional one-year periods or parts thereof in an amount not to exceed Ninety Thousand dollars ($90,000) per Agreement 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 any agreement to extend this Agreement. Either the City or the Contractor may decline to confirm the renewal of the Agreement for any reason whatsoever, which shall render the renewal option null and void. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The Contractor's Wireless IP Video Surveillance Systems and installation services work will be by paid at an agreed not to exceed price. The total fee payable for the work to be performed during the initial Agreement term shall not exceed Ninety-nine thousand, six hundred ninety-seven dollars, ($99,697.00). No other compensation for work or 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 herein. The Contractor will perform work in accordance with all applicable Carlsbad Municipal Code sections, OSHA standards and any other federal, state or local regulatory requirements. The Contractor shall submit invoices to the Carlsbad Police Department's authorized representative for work performed. The Contractor shall provide detailed records of all work performed and include all areas serviced under this Agreement. Failure to provide the required documents, invoices, and reports will result in the City of Carlsbad withholding payment to the Contractor until all the required documentation is provided to the City. Contractor acknowledges that payment for services rendered under this Agreement is based upon a Homeland Security grant and therefore, prompt performance and timely invoicing is required to avoid loss of the grant proceeds. If an increase in compensation for service in succeeding option years is requested, the Contractor must provide detailed supporting documentation to justify the requested rate increase. The City will evaluate the requested increase, and the City reserves the right to accept or reject the Contractor's requested compensation increase. This Agreement's annual compensation terms may be adjusted by a mutually agreeable amount based on and no greater than the San Diego Consumer Price Index changes over the previous year. Requests for price changes must be made by the Contractor in writing sixty (60) days before the end of the then-current agreement year and is subject to negotiation or rejection by the City. All adjustments shall be by written amendment to this Agreement. 6. LIQUIDATED DAMAGES The Wireless IP Surveillance System is being purchased and installed with grant money provided by the U.S. Department of Homeland Security. The grant expires on February 28, 2007. Therefore, the Wireless IP Surveillance System must be completed (purchased components, installed, inspected, tested, accepted and invoiced) by City on or before February 28, 2007 to avoid the City's loss of the grant. City and Contractor recognize that time is of the essence in this Agreement and that City will suffer financial loss if the Wireless IP Surveillance System is not completed within the time specified herein. The parties also recognize the delays, expense, and difficulties involved in proving in a legal action the actual loss suffered by City if the Wireless IP Surveillance System is not completed on time. Accordingly, instead of requiring any such proof, City and Contractor agree that Contractor may be required to pay as liquidated damages (but not as a penalty) up to the total amount of this Agreement which Contractor expressly agrees is "not unreasonable under the circumstances" as defined in California Civil Code § 1671 (b). 7. 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 this 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. 8. 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. 9. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 10. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, 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 in whole or in part by any willful misconduct or negligent act or omission 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. 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. 11. 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. TheJnsurance carrier is required to have a current Best's Key Rating of not less than "A-:V". 11.1 Types of Coverage and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the 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. 11.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 11.1.2 Automobile Liability. If the use of an automobile is involved for Contractor's work for City, $1,000,000 combined single-limit per accident for bodily injury and property damage. 11.1.3 Any Auto Coverage. Insurance must cover any vehicle used in the performance of the contract, used onsite or offsite, whether owned, non-owned or hired, and whether scheduled or non-scheduled. The auto insurance certificate must state the coverage is for "any auto" and cannot be limited in any manner. 11.1.4 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 11.1.5 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 11.2.1 The City will be named as an additional insured on General Liability. 11.2.2 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. 11.2.3 Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 11.3 Failure to Maintain Coverage. If Contractor fails to maintain any of these types of insurance coverage, 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 types of required insurance coverage. 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. 11.4 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 12. 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. 13. 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 three (3) years from the date of final payment under this Agreement. 14. 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 documents related to services performed 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. 15. 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. 16. NOTICES The names of the persons who are authorized to give or receive written notices on behalf of City and on behalf of Contractor under this Agreement are: For City: For Contractor: Name: Name: Robin Nordberg Department: Address: Address: 1565 Hotel Circle South, Suite 200, San Diego, CA 92108 Phone: Phone: 619.702.1700, x139 Fax: Fax: 619.702.1711 E-mail: E-mail: rnordberg@epsilonsystems.com 17. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 18. 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. 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 that the services required by this Agreement. 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 and/or designee. The City Manager and/or designee 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 and/or designee 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 five (5) 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. Either party upon tendering ninety (90) days written notice to the other party may terminate this Agreement. In this event 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. 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 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. 8 26. ENTIRE AGREEMENT This Agreement, the City's Request for Bid, the Contractor's Bid, and the Specifications, together with any other written document referred to or contemplated by these documents, 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. 27. PRODUCT AND WORKMANSHIP WARRANTY Contractor warrants that the products, services and/or deliverables, including any replacement parts, furnished under the Agreement, are warranted to be free from defects in design, materials and workmanship, are fit for the purpose intended by City and will be of the kind and quality designated and described in the Agreement. 28.PERFORMANCE WARRANTY If necessary, upon completion of any warranty repair, Contractor guarantees that the system will perform in accordance with the specifications and will meet the manufacturer's original warranty. Should the system fail to perform as specified or warranted, Contractor shall repair, replace or correct the system, without charge to the City. 29. 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. CONTRACTOR *By: CITY OF CARLSBAD, a municipal corporation of the State of California (sign here) (print name/title) **By: ( X^-ixyc. City Manager or Mayor ATTEST: (print name/title) LORRAINE M. WOOD City Clerk 9 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: R. BALL, City Attorne City Attorney 10 State of California County of CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT \On fWuf\\lM / before me,, /U M /VJ d (here insert name and title of the office ^L, personally appeared /Ut ft ; ft /fl/^ R> kfiewn^e-m© (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) k/are subscribed to the within instrument and acknowledged to me that -be/ske/they executed the same in Ms/kef/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature LINDA 'BERAN } COMM. #1573088 1z Notary Public • California j§ San Diego Cflunty - Expires^r.^ZOO^f (Seal) OPTIONAL INFORMATION Although the information in this section is not required by law, if could prevent fraudulent removal and reattachment of this acknowledgment to an unauthorized document and may prove useful fo persons relying on the attached document. Description of Attached Document The preceding Certificate of Acknowledgment is attached to a document titled/for the purpose of containing pages, and dated The signer(s) capacity or authority is/are as. EH Individual(s) O Attorney-m-Fact 0 Corporate Officer(s) Title(s) Q Guardian/Conservator EH Partner-Limited/General I I Trustee(s) n Other representing: Name(s) of Person(s) or Entity(ies) Signer is Representing Method of Signer Identification I I Personally known to me EH Proved to me on the basis of satisfactory evidence L-Q form(s) of identification O credible witness(es) Identification is detailed in notary journal on Page* Entry # Notary contact Other Additional Signer(s) EH Signer(s)Thumbprmt(s) D © Copyright 2005 Notary Rotary, Inc 925 29th St, Des Momes, IA 50312-3612 Form ACK02 10/05 To re-order, call toll-free 1-877-349-6588 or visit us on the Internet at http//www notaryrotary corn b i f Pf Corporate Headquarters 1565 Hotel Circle South Suite 200 San Diego, CA 92108-3418 619.702.1700 619.702.1711 Fax Response to RFP 12 January 2007 Corporal David Douglas John DeRego 2560 Orion Way Carlsbad, CA 92010-7240 Subject: Response to City of Carlsbad RFP for WIRELESS IP VIDEO SURVEILLANCE SYSTEM AND INSTALLATION Attachment: (1) Proof of required Liability Insurance Coverage (2) Completed copy of City of Carlsbad RFP for WIRELESS IP VIDEO SURVEILLANCE SYSTEM AND INSTALLATION Corporal Douglas/John DeRego, In response to City of Carlsbad RFP for Wireless IP Video Surveillance System and Installation, Epsilon Systems is pleased to provide a completed response to that RFP (see Attachment (2)). As we have also included in Attachment (2), Epsilon would like to call out, and request acceptance of, the following exceptions to the guidance in this RFP. o In the belief that there was most likely a mistake in the inclusion of the "Vision Controls - CAM SS-R3" NVR specifications in Attachment B, as this is in direct conflict of the requirement in Exhibit A, Section C.5 (for the provision of HP Server Grade PC at each site), we have included said HP Servers and provided IPVision NVR/VMS Software to provide the requisite Video Surveillance, Recording, and monitoring capabilities. Product data for the IPVision NVR/VMS Software is attached to the end of this proposal. o Our design only provides one (1) Cisco Switch, instead of the three (3) required in Exhibit A, Section C.7, as the routers being provided will provide the Ethernet ports required at two of the sites (CPD and Westfield Mall), resulting in a cost savings equivalent to two (2) CISCO Catalyst WS-CE500-24TT Switches. o Epsilon Systems will be requesting the permission of the City to hire Tatus Government Systems as a Subcontractor on this job. Our two companies frequently team together on Security projects in the Western U.S. due to the highly complimentary skill sets across the technologies involved in such systems that we possess. Also included is the required proof of Liability Insurance Coverage (Attachment (1)}. Epsilon appreciates the opportunity to submit this RFP response. Should you have any questions or require additional information, do not hesitate to contact Robin Phillips at telephone number 619.702.1700, x!39 or via email at rnordberg@epsilonsystems.com. COO (619)702-1700 Clientff: 9993 3EPSISYS ACORD™ CERTIFICATE OF LIABI PRODUCER HRH of San Diego Insurance Services 9339 Genesee Avenue, Suite 300 San Diego, CA 92121 INSURED Epsilon Systems Solutions, Inc. 1565 Hotel Circle South Suite 200 San Diego, CA 92108 LITY INSURANCE DATE (MM/DD/YYYY) 01/11/07 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURER A: Lexington Ins Co INSURERS Twin City Fire Ins Co. INSURER c. Syndicates of Lloyds of London INSURER D. American States Insurance Co. INSURER E NAIC# 19437 29459 B2094 19704 COVERAGES MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS LTR A D D B C ADD L NSRf.TYPE OF INSURANCE GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY | CLAIMS MADE | X| OCCUR X BI/PD Ded:100000 GEN'L AGGREGATE LIMIT APPLIES PER. I POLICY | | JECT I I LOC AUTOMOBILE LIABILITY X ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X NON-OWNED AUTOS GARAGE LIABILITY ANY AUTO EXCESS/UMBRELLA LIABILITY | OCCUR I | CLAIMS MADE DEDUCTIBLE | RETENTION $ WORKERS COMPENSATION AND EMPLOYERS1 LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? If yes. describe under SPECIAL PROVISIONS below OTHER USL&H Jones Act POLICY NUMBER 1122931 24BA0013242 24CC0973792 72WEKT3684 25900USLH POLICY EFFECTIVEDATE (MM/DD/YY1 03/01/06 11/05/06 11/05/06 07/01/06 10/01/06 POLICY EXPIRATIONDATE (MMKJOfYYl 03/01/07 11/05/07 11/05/07 07/01/07 10/01/07 LIMITS EACH OCCURRENCE DAMAGE TO RENTEDPREMISES (Ea occurrence} MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS • COMP/OP AGG COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE(Per accident) AUTO ONLY - EA ACCIDENT OTHER THANAUTO ONLY, EAACC AGG EACH OCCURRENCE AGGREGATE X EL E.L. EL. WC STATU-TORY LIMITS OTH-ER EACH ACCIDENT DISEASE - EA EMPLOYEE DISEASE - POLICY LIMIT $1,000,000 $50,000 $ $1,000,000 $2,000,000 $2,000,000 $1,000,000 $ $ $ $ $ $ $ $ $ $ $ $1,000,000 $1,000,000 $1.000,000 10,000,000 Each Occurence DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Re: All operations of the insured. ""10 DAY NOTICE APPLIES IN THE EVENT OF CANCELLATION FOR NON-PAYMENT OF PREMIUM." CERTIFICATE HOLDER City of Carlsbad 2560 Orion Way Carlsbad, CA 92010 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30* DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUXFAILURE TO DO SO SHALL IMPOSE NO OBLIGATION-OR LIABILITY S5A ANY IOND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES./ \ T\ |\ \ / AUTHORIZED REPXisENTA|lviV I w \A \r ACORD 25 (2001/08) 1 Of2 #478467 3KBOH ©TtCOR^CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25-8(2001/08) 2 of 2 #478467 REQUEST FOR PROPOSAL (RFP) FOR WIRELESS IP VIDEO SURVEILLANCE SYSTEM AND INSTALLATION JANUARY 2007 CITY OF CARLSBAD Police Department Corporal David Douglas 2560 Orion Way CARLSBAD, CA 92010-7240 Questions relative to this project should be directed to: Corporal David Douglas, Carlsbad Police Department, (760) 931-2100. Questions relative to the RFP process should be directed to: John De Rego, Buyer, (760) 602-2467. 1 REQUEST FOR PROPOSAL DATE DUE: January' 12,'2QC)7 4:00 PM FOR: WIRELESS IP VIDEO SURVEILLANCE SYSTEMS AND INSTALLATION A NON-MANDATORY SITE VISIT IS SCHEDULED FOR JANUARY 5m. 2007 AT 10:OOAM. TO ATTEND, PLEASE CONTACT CORPORAL DAVID DOUGLAS, CARLSBAD POLICE DEPARTMENT AT 760-931- 2100, OR CELL PHONE 760-685-1410. The City of Carlsbad is requesting proposals for wireless IP video surveillance systems and installation per the attached specifications. Your proposal must be submitted as described in the attached Request for Proposal. Additional documentation may be added if desired. Please review the entire package before submitting your proposal. Incomplete submissions may be rejected as non-responsive. Our goal is to have the successful contractor providing services as soon as possible after selection. In order to meet the U.S. Department of Homeland Security Buffer Zone program deadline, installation and invoicing must be completed prior to February 28th, 2007. In accordance with Carlsbad Municipal Code Sections 3.28.030 and 3.28.050(6) awards shall be based on a best value evaluation. Criteria used for the evaluation will include: cost, capability of vendor (equipment, staff qualifications, length of time in business, company resources), responsiveness to specifications, ability to provide timely service, previous performance of vendor (references and/or performance on previous contracts), and unspecified value-added offerings by the vendor. The awarding authority's determination and selection shall be final. We will expect the selected vendor to sign a contract. A sample contract is attached. You must consider the terms and conditions in the sample contract to be part of your bid. Please read the insurance requirements and general provisions carefully. Please do not execute the contract at this time. The City reserves the right to reject any or all proposals or any part of the proposal, to waive minor defects or technicalities, or to solicit new proposals. Please direct questions about the proposal specifications to Corporal David Douglas, Carlsbad Police Department, at 760-931-2100. Please direct questions about the proposal process in general to John DeRego, Purchasing Department, at 760-602-2467. Fax Number: 619.702.1711 Firm Epsilon Systems Solutions, Inc Address 1565 Hotel Circle South. Suite 200 City, State, Zip San Diego. CA 92108 GUARANTEE OF GOOD FAITH REQUIRED: Auth Signature___ °_ $ NONE (FAILURE TO SUBMIT GUARANTEE ' ~ OF GOOD FAITH, WHEN REQUIRED, WILL print Name Robin NordberqVOID YOUR BID. SEE ITEM 3, PAGE 2, "uru»eiH GENERAL PROVISIONS. Tjt|e Sr. Contracts Manager Date 12 January 2007 Area Code/Phone 619.702.1700. x139 THE CITY OF CARLSBAD ENCOURAGES THE PARTICIPATION OF MINORITY- AND WOMEN- OWNED BUSINESSES 2 LIST OF SUBMITTALS The following items must be submitted with your bid. Omissions may be cause to consider your bid non-responsive in the City's sole discretion. • Vendor's Statement of Technical Experience and References. • Vendor's Statement of Ability to Provide Services. • Vendor's Statement of Unspecified Value-Added Offerings. • Vendor's Statement of Compliance with Insurance Requirements. • Completed Proposed Cost of Service Chart. MINIMUM VENDOR QUALIFICATIONS 1. The Vendor is required to have a minimum of two (2) years in business performing IP video surveillance system installations. EVALUATION OF PROPOSAL 1. The Vendor shall not be relieved from assuming all responsibility for properly estimating the difficulties and the cost of performing the services required with this specification, because of failure to investigate the conditions or the Vendor's failure to become acquainted with all the information concerning the services to be performed. 2. In accordance with the Carlsbad Municipal Code, awards shall be based on a best value evaluation. Criteria used for the evaluation will include: cost, capability of vendor (equipment, staff qualifications, length of time in business, company resources), responsiveness to specifications, ability to provide timely service, previous performance of vendor (references and/or performance on previous contracts), and unspecified value-added offerings by the vendor. The awarding authority's determination and selection shall be final. 3. Each vendor, by the submission of a proposal, assents to each and every term and condition set forth within this specification and attached agreement and, upon award, agrees to be bound thereby. 4. Any proposal which is incomplete, conditional or obscure, or which contains irregularities of any kind, may be cause for rejection in the City's sole discretion. 5. It is the vendor's responsibility to ensure that all addenda issued are incorporated in their submitted proposal. Failure to acknowledge and incorporate addenda may be cause for a City determination of vendor's "non-responsiveness." 6. If a vendor takes any exceptions to any part of these specifications as written, or as amended by any Addenda subsequently issued, they must do so in writing at the time of proposal submission. Failure to do so will be construed as acceptance of all provisions of the specifications. RETURN COMPLETED RFP (AND 4 COPIES) PRIOR BY THE DUE DATE AND TIME TO: CITY OF CARLSBAD ATTN: CORPORAL DAVID DOUGLAS 2560 ORION WAY CARLSBAD CA. 92010-7240 OR FAX 1 COPY TO: 760-931-8473 OR EMAIL 1 COPY TO: jstep@ci.carlsbad.ca.us VENDOR'S STATEMENT OF TECHNICAL EXPERIENCE AND REFERENCES The Vendor is required to state what work of a similar character to that included in the proposed Contract he/she has successfully performed and give references, with telephone numbers, which will enable the City to judge his/her responsibility, experience and skill and business standing. The Vendor is required to provide a minimum of three (3) references where work was performed within the past three (3) years of a similar size and nature to this contract. Do not include the City of Carlsbad as a reference. An attachment can be used. Date Contract Completed Name and Address of the Employer Contact Persons Name and Telephone Number Type of Work Amount of Contract Please see the following inserted pages containing examples of Epsilon's Security Project experience. Epsilon Systems Security Technology - Contract/Experience Examples Client Name and Address: Department of Homeland Security Project Milestones and Dates: 30 September 2006 Contract Amount: -$5,700,000 Customer Point of Contact: Mr. Dave DeAngelis Deputy Director of Programs - (703) 235-5707 PSD Chemical Plant "Buffer Zone" Surveillance (Webcam Pilot Project (WPP)) Description of the Project: For the Department of Homeland Security Chemical Plant "Buffer Zone" Surveillance Project, Epsilon Systems provided the following: Detailed site surveys, engineering design and installation packages for an intelligent web- based surveillance system for U. S. chemical plants Ten (10) nationwide locations (California, Texas, New Jersey, Illinois and Michigan) Operational system testing System/Operator training 24/7 customer service and maintenance Secure system access provided for facility security personnel, local law enforcement and DHS Client Name and Address: Department of Homeland Security Project Milestones and Dates: August 2006 Contract Amount: -$5,000,000 Customer Point of Contact: Mr. Dave DeAngelis Deputy Director of Programs - PSD (703) 235-5707 AMTRAK Security Pilot Project (DC Metro - Passenger) Description of the Project: For the Department of Homeland Security AMTRAK Security Pilot Project (DC Metro - Passenger), Epsilon Systems provides the following: Engineering design and installation of a passenger train system virtual fence and tunnel security system (DC metro area) Electronic surveillance, chemical detection and processing, RFID and radiation monitoring Monitor passenger trains passing through the virtual fence and tunnel Monitor passengers for explosives in high volume - "Walk thru detector" RFID "friend or foe" detection Intelligent surveillance software for "left behind" packages Simultaneous data distribution 24/7 maintenance and technical support Client Name and Address: Duos Technologies, Inc. Project Milestones and Dates: 18 November 2005 Contract Amount: -$177,000 Customer Point of Contact: Mr. Larry Strach Executive Vise President (904)652-1613 U.S. Military Academy at West Point Description of the Project: For the U.S. Military Academy at West Point Project, Epsilon Systems provides the following: Intelligent video remote-access security and surveillance system at each portal opening of a 1/2 mile CSX rail tunnel located at the United States Military Academy at West Point, NY. Network of fixed and PTZ day/night color and black and white digital video cameras connected to climate controlled, outdoor equipment enclosures, various motion technologies, IR Illuminators, amplified speakers, and strobe lights Encrypted communication The system discriminates between authorized vehicle traffic and intruders, and deploys audible and visual alarms locally as well as at the CSX security facilities Live video simultaneously viewable by a myriad of operators located at various locations National Capitol Regional Rail Pilot Project (NCRRPP) (DC Metro - Cargo) Client Name and Address: Department of Homeland Security Project Milestones and Dates: 23 December 2006 Contract Amount: -$10,050,000 Customer Point of Contact: Mr. Dave DeAngelis Deputy Director of Programs - PSD (703) 235-5707 Description of the Project: For the Department of Homeland Security Rail Security Corridor Surveillance (DC Metro - Cargo), Epsilon Systems provides the following: Engineering design and installation package of a 7-mile perimeter "buffer zone" virtual fence in the DC metro area Electronic surveillance, chemical detection and processing, RFID and radiation monitoring Monitor rail cargo passing through the virtual fence RFID "friend or foe" detection 24/7 maintenance and technical support Secure system access City of Virginia Beach Police Department -Digital Video Management System Client Name and Address: City of Virginia Beach Contract Amount: -$150,000 Project Milestones and Dates: December 2006 Customer Point of Contact: Ms. Linda Capps Procurement Officer (757) 427-4061 Description of the Project: Project includes the design, manufacture, installation, training and maintenance of a comprehensive turn-key system that includes Pelco's Endura™ state-of-the-art electronic surveillance equipment and software. The system design is IP based and includes a combination of Proxim wireless and fiber- optic data transmission methods. The system is designed to absorb 13 of the City's existing Pelco pan-tilt-zoom (PTZ) cameras and 10 new Pelco PTZ cameras, and has a robust capacity to include multitudes of additional future cameras. The system can simultaneously record, playback and display video, plus print images (with operator comments and time stamp). Client Name and Address: U.S. Navy Project Milestones and Dates: April 2007 Contract Amount: -$450,000 Customer Point of Contact: Ms. Belinda Bratcher NAVFAC Southwest (775) 426-2926 Naval Air Station Fallon - Flight Line and Hangar Security System Description of the Project: For this project Epsilon Systems provides the following: Engineering design and installation of a wireless mesh network providing a base-wide, self- healing, IP-based data network infrastructure for security system communication and control Access-controlled personnel and vehicle entrances to airfield hangar and flightlines Central command, control, administration and enrollment functions Automated enrollment and access control card generation function provided via an individual's drivers license, passport, military ID or CAC Card Mobile enrollment stations provided to enable positioning at passenger aircraft exit upon arrival, for the enrollment of personnel en-masse as they disembark VENDOR'S STATEMENT OF ABILITY TO PROVIDE SERVICES The Vendor is required to make a statement of how services will be provided. Include: Time period between P.O. receipt and start of service, Number of days required for each step, including the purchase of materials and installation of the systems. Number of personnel to be used providing services, experience of personnel, numbers and type of equipment to be used, how quickly urgent but unplanned services can be provided, and any other information you can offer that will help determine your ability to provide contracted services. In order to meet the U.S. Department of Homeland Security Buffer Zone program deadline, installation and invoicing must be completed prior to February 28th, 2007. The City of Carlsbad reserves the right to evaluate the competency and responsibility of all proposing vendors and to evaluate the ability of any proposing vendor to perform all conditions of the contract to assure the award of this contract to a firm able to produce the quality of service required and intended by these specifications. Epsilon Background Epsilon Systems Solutions, Inc. (Epsilon Systems), a San Diego-based award winning 8(a) small disadvantaged and veteran-owned business, is a diversified professional and technical services company. Epsilon recently ranked #22 of the 500 fastest-growing private companies in America by Inc. ! magazine in its rankings for 2003, and #1 in the Defense Sector. Sustained growth in size, capability, and reputation is a testament to Epsilon System's focus on customer success and its management strength. Some of Epsilon Systems awards for quality, entrepreneurship and technology include: * Minority Technology Firm of the Year (2005) from the U. S. Department of Commerce, Minority Business Development Center, Inland Empire * "Roadrunner" award for achievement in quality and management processes (2003) from Quality New Mexico * Ernst & Young Entrepreneur of the Year (CEO) - Defense and Security Sector (2003) from Ernst & Young Founded in 1998, Epsilon has been providing high-quality products and services to customers since its inception. Epsilon has a national presence, with more than 475 employees in 16 locations throughout the country, generating over $60 million in revenue in 2006, supporting Department of Defense (DoD), Department of Energy (DOE), Department of the Interior (DOI) and Department of Homeland Security (DHS) customers, State and Local Organizations, and Commercial Customers. Epsilon Systems serves its valued customers through five strategically located business sectors: Security Technology Business Unit Products Sector Information Technology & Communications Services Fleet Engineering Services Marine & Industrial Services Nuclear Operations and Environmental Services Epsilon will be utilizing our exceptional depth of experience in Program/Project Management, Security Technology and Systems Installation, Logistics, Contracting and Technical Support, to accomplish the Security Project awarded by your activity. Our Project Managers have exhibited exemplary performance in keeping tasking on timeline, on cost, and on quality, while bringing to bear all necessary backup from the tremendous pool of technical talent available within Epsilon: 9 Epsilon Team Capabilities Design Integration Surveillance Systems Engineering Wireless Mesh Network Design Video Analytics System Design Barriers and Moorings Mechanical & Electrical Design IP-Based Public Address System Design* Security Camera Installation Hardware/Software Configuration Intelligent Video -Installation/Configuration Interface Design Test & Validation Security/Marine Barriers Support Technology Program Mgmt Risk Mgmt Training/ILS On-Site Tech Support Supply Chain Mgmt Hardware Development Software Development Video Image Enhancement MIL-SPEC "Ruggedized" C4ISR Products Unique Comm & Sensor Capabilities Example Certifications Vendor Certifications o Pelco Endura Design Certification o Pelco Endura Technician Certification o Object Video (pending) o Firetide Wireless Mesh o Galaxy Control Systems - Access Control o Northern Computers - Access Control o DMP - Alarm/Fire o Dedicated Micros - Key Accounts Cert. o ONSSI - Certified o Microsoft - MCSE o Cisco - CCNA, CCNP Cabling Certifications o Fiber Optic Installer Certification o Fiber Optic Technician Certification Epsilon's ability to serve the City of Carlsbad by delivering a cutting-edge, reliable Security Surveillance System is evident in the substantial experience we have garnered in the last 3-4 years. In that time we have expanded our capabilities to design and implement successful systems from the Military Market to the Security Market, on a larger scale as can be seen in some of our project descriptions in the previous section. An added advantage is that, most of the specific technologies designated for use in this project are the specific ones that we have settled on as "best-m-breed" in our efforts to deliver the most effective solutions to our customers. Schedule The schedule below delineates the time between P.O. receipt and the start of service, the number of days required for each step, and the time required for materials purchasing. 10 Personnel The following personnel will be performing a majority of the work on this project: Name Terry McClendon Dan Barnett Chris Kwast Experience Over 25 years designing, installing, and supporting Security Systems of all types. Over 10 years experience with the IP-based technologies that make up most Security Systems today. Almost two years of applying that knowledge to the Security Industry Over 10 years designing, installing, and supporting Security Systems of all types. Installation Equipment The only significant equipment brought to the site will be a man-lift which will be brought to the job site for 3- 4 days, in order to facilitate the hanging of cameras and wireless nodes. Project Materials Following is the list of all major Items (excluding any necessary cabling for power and network, conduit, and misc. parts/connectors) that will be procured by us for use within the actual system we deploy per the previous schedule' Base Bid Component IQInvision IQEye 753 3.1 Megapixel IP Camera (w/5-50 Lens, Weatherproof Housing and Mounting Arm) Infmova V1747NC IP NTSC PTZ Weatherproof Dome Camera (Color, 23X zoom) Firetide 3203 Outdoor Node (2 PoE ports) Antenna Mast - 24' Concrete Pad for Mast Sector Antenna (for Firetide 3203) Omnidirectional Antenna (for Firetide 3203) Antenna cable (for Firetide 3203) Antenna Surge Protector (for Firetide 3203) CISCO Catalyst WS-CE500-24TT 10/100Mbps +1000Mbps Switch Cisco 1841 Router w/T1 DSU HP Proliant ML1 10 G4 Server Dual-Core Intel® Pentium® D Processor 925 (3.00GHz/800MHz 2x2MB L2 cache), 2GB RAM, 4x250GB SATA HD Windows XP Professional Video Card (for HP Servers) Beyond Micro / DriveZilla / 1TB Terabyte / SATA MultiLane / External Storage Center IPVision Enterprise Management Console without Alert Notification w/5 pack base license IPVision Enterprise Management Console without Alert Notification w/10 pack base license IPVision Enterprise Software Unmanaged Maintenance, 1 year for 5 pack base license IPVision Enterprise Software Unmanaged Maintenance, 1 year for 10 pack base Quantity 8 2 8 1 1 6 2 8 8 1 3 3 3 3 2 2 1 2 1 12 license Weather tight power enclosures (6"x6"x4" Stanchions) - for Firetide Node Power supply at Light 10 Alternate Bid #1 Component IQInvision IQEye 753 3.1 Megapixel IP Camera (w/5-50 Lens, Weatherproof Housing and Mounting Arm) Infmova V1747NC IP NTSC PTZ Weatherproof Dome Camera (Color, 23X zoom) Firetide 3203 Outdoor Node (2 PoE ports) Sector Antenna (for Firetide 3203) Antenna cable (for Firetide 3203) IPVision Enterprise Management Console without Alert Notification additional license (per camera) - (Camera license required for all servers that will access each camera, so one is required for each Legoland and CPD) IPVision Enterprise Software Unmanaged Maintenance, 1 year for additional license (per camera) Weather tight power enclosures (6"x6"x4" - for Firetide Node Power supply at Light Stanchions) Quantity 2 1 3 3 3 6 6 3 Alternate Bid #2 Component IQInvision IQEye 753 3.1 Megapixel IP Camera (w/5-50 Lens, Weatherproof Housing and Mounting Arm) Infinova V1747NC IP NTSC PTZ Weatherproof Dome Camera (Color, 23X zoom) Firetide 3203 Outdoor Node (2 PoE ports) Sector Antenna (for Firetide 3203) Antenna cable (for Firetide 3203) IPVision Enterprise Management Console without Alert Notification additional license (per camera) - (Camera license required for all servers that will access each camera, so one is required for each Westfield and CPD) IPVision Enterprise Software Unmanaged Maintenance, 1 year for additional license (per camera) Weather tight power enclosures (6"x6"x4" - for Firetide Node Power supply at Light Stanchions) Quantity 2 1 3 3 3 6 6 3 Drawings The following pages contain graphics for each camera site both showing the location of the equipment, and providing detail on the specific equipment being installed: 13 Notes As required by Section 11 of the Sample Contract contained in this RFP, Epsilon is in the process of acquiring a City of Carlsbad Business License and will ensure said license is in place prior to start of work. Exceptions Epsilon would like to call out, and request acceptance of, the following exceptions to the guidance in this RFP. o In the belief that there was most likely a mistake in the inclusion of the "Vision Controls - CAM SS-R3" NVR specifications in Attachment B, as this is in direct conflict of the requirement in Exhibit A, Section C.5 (for the provision of HP Server Grade PC at each site), we have included said HP Servers and provided IPVision NVR/VMS Software to provide the requisite Video Surveillance, Recording, and monitoring capabilities. Product data for the IPVision NVR/VMS Software is attached to the end of this proposal. o Our design only provides one (1) Cisco Switch, instead of the three (3) required in Exhibit A, Section C.7, as the routers being provided will provide the Ethernet ports required at two of the sites (CPD and Westfield Mall), resulting in a cost savings equivalent to two (2) CISCO Catalyst WS-CE500-24TT Switches. o Epsilon Systems will be requesting the permission of the City to hire Tatus Government Systems as a Subcontractor on this job. Our two companies frequently team together on Security projects in the Western U.S. due to the highly complimentary skillsets across the technologies involved in such systems that we possess. 21 VENDOR'S STATEMENT OF UNSPECIFIED VALUE-ADDED OFFERINGS List items or services you are offering in addition to those required by the attached specifications or scope of work, offered as part of your bid and included in your bid pricing, if any. This should include warranties for materials and labor, ability to provide service or repair of defective components. If none, please state "none." Attachments may be used. Epsilon Systems will be providing a one year warranty on the material and equipment installed and the labor involved in that installation. Epsilon will provide the customer's Point of Contact with an Account Management Contact that can be contacted in the case of any such warranty issue arising. Due to Epsilon's substantial presence in the greater San Diego area, we will be able to respond in very short order, most often with the personnel that were involved in the installation itself, and hence, are most familiar with the particulars of the system. However, the high level of documentation typically created by Epsilon for all its projects, would also allow another of our highly skilled and experienced Engineers or Technicians to also easily service any issue. 22 VENDOR'S STATEMENT OF COMPLIANCE WITH CITY OF CARLSBAD'S INSURANCE REQUIREMENTS (Please see Sample Contract, Page 11, Section 10) The Vendor must attach either of the following items to this page, and submit with his/her bid: 1) Certificates of insurance showing conformance with the City's contract insurance requirements herein for: Comprehensive General Liability Insurance Automobile Liability Insurance Workers' Compensation Insurance OR 2) Statement with an insurance carrier's notarized signature stating that the carrier can, and upon payment of fees and/or premiums by the Vendor, will issue to the Vendor policies of insurance for Comprehensive General Liability, Automobile Liability, and Workers' Compensation in conformance with the requirements herein and Certificates of Insurance to the City showing conformance with the requirements herein. All certificates of insurance and statements of willingness to issue insurance for auto policies offered to meet the specification of this contract must: 1) Meet the conditions stated in the included contract for each insurance company that the Vendor proposes. 2) Cover any vehicle used in the performance of the contract, used onsite or offsite, whether owned, non- owned or hired, and whether scheduled or non-scheduled. The auto insurance certificate must state the coverage is for "any auto" and cannot be limited in any manner. Within twenty (20) calendar days after City's notification of award of contract to Vendor all required insurance documents must be submitted to the City's Purchasing Officer. Vendor's failure to provide the City-required insurance certificates showing specified coverage within this time frame may be cause for the contract award to be rescinded in the City's sole discretion. ,i Vendor's Acknowledgement (signature) 23 SAMPLE CONTRACT (DO NOT EXECUTE AT THIS TIME) If the vendor is awarded this contract, the vendor will be expected to execute a similar contract as the one offered here solely for the vendor's information, as indicated in the City's Request for Proposal. Not all items contained in this sample contract may apply to this particular project. AGREEMENT FOR WIRELESS IP SURVEILLANCE SYSTEMS AND INSTALLATION (NAME OF CONTRACTOR) THIS AGREEMENT is made and entered into as of the day of , 20 , by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and ("Contractor"). RECITALS A. City requires the services of a Contractor that is experienced in providing wireless IP video surveillance systems installation. B. Contractor has the necessary experience in providing materials and installation services related to wireless IP video surveillance systems and installation. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. 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 the wireless IP video surveillance systems installation services described in the Scope of Work contained in the City's Request for Proposal and the Contractor's proposal, which are incorporated by this reference in accordance with this Agreement's terms and conditions. The Contractor will perform wireless IP video surveillance systems services (materials and installation) as scheduled and as authorized on an agreed price basis as specified in the Contractor's proposal. Nothing in this agreement is intended to create an exclusive arrangement between City and Contractor. The City reserves the right to procure wireless IP video surveillance systems services from other vendors as the City deems appropriate. 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. 24 3. TERM The term of this Agreement will be effective for a period of one-year from the date first above written. The City Manager may amend the Agreement to extend it for four additional one-year periods or parts thereof in an amount not to exceed dollars ($ ) per Agreement 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. Either the City or the Contractor may decline to confirm the renewal of the contract for any reason whatsoever, which shall render the renewal option null and void 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The Contractor's wireless IP video surveillance systems installation services work will be by paid at an agreed price as indicated in the Contractor's proposal. The total fee payable for the Services to be performed during the initial Agreement term will not exceed dollars ($ ). 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 the Contractor's bid. The Contractor will perform work in accordance with all applicable Carlsbad Municipal Code sections, OSHA standards and any other regulatory requirements. The Contractor shall submit invoices to the Carlsbad Police Department's authorized representative for work performedt. The Contractor shall provide detailed records of all work performed and include all areas serviced under this agreement. Failure to provide the required documents, invoices, and reports will result in the City of Carlsbad withholding payment to the Contractor until all the required documentation is provided to the City. If an increase in compensation for service in succeeding option years is requested, the Contractor must provide detailed supporting documentation to justify the requested rate increase. The City will evaluate the requested increase, and the City reserves the right to accept or reject the Contractor's requested compensation increase. This Agreement's annual compensation terms may be adjusted by a mutually agreeable amount based on and no greater than the San Diego Consumer Price Index changes over the previous year. Requests for price changes must be made by the Contractor in writing sixty (60) days before the end of the then-current agreement year and is subject to negotiation or rejection by the City. 6. STATUS OF CONTRACTOR 25 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 this 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 indemnify and hold harmless the City and its officers, 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 in whole or in part by any willful misconduct or negligent act or omission 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. 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 26 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-:V". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the 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. 10.1.1 COMMERCIAL GENERAL LIABILITY INSURANCE $1,000,000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability If the use of an automobile is involved for Contractor's work for City, $1,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 ANY AUTO COVERAGE Insurance must cover any vehicle used in the performance of the contract, used onsite or offsite, whether owned, non-owned or hired, and whether scheduled or non- scheduled. The auto insurance certificate must state the coverage is for "any auto" and cannot be limited in any manner. 10.1.4 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.5 Additional Provisions. 27 Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will, be named as an additional insured on General Liability. 10.2.2 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. 10.2.3 Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.3 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. 10.4 Submission of Insurance Policies. City reserves the right to require, at anytime, 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 three (3) 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 documents related to services performed 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. 14. COPYRIGHTS 28 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 notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: Name: Title: Department: Address: Phone No: For Contractor: Name Robin Nordberg Title Sr. Contracts Manager Address 1565 Hotel Circle South. Suite 200 San Diego, CA 92108 Phone No. 619.702.1700 29 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 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. 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 that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. 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 and/or designee. The City Manager and/or designee 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 and/or designee will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 30 20. 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 five (5) 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. Either party upon tendering ninety (90) days written notice to the other party may terminate this Agreement. In this event 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. 21. 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. 22. 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. 23. JURISDICTION AND VENUE 31 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. 24. 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 or 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. 25. ENTIRE AGREEMENT This Agreement, the City's Request for Bid, the Contractor's Bid, and the Specifications, together with any other written document referred to or contemplated by these documents, 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. 32 26. 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. CONTRACTOR *By: CITY OF CARLSBAD, a municipal corporatiqp of the State of California (sign here) Bryan Min, President & CEO **By: (sign here) Alan Stewart, CFO ATTEST: LORRAINE M. WOOD City Clerk 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. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, 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: ROM 33 CITY OF CARLSBAD WIRELESS IP VIDEO SURVEILLANCE SYSTESM AND INSTALLATION EXHIBIT "A" DETAILED SCOPE OF SERVICES 1. GENERAL A. Contractor shall provide all necessary tools, equipment, materials, knowledge and labor to provide wireless IP video surveillance systems and installation services to City of Carlsbad as requested. Services include but are not limited to all wireless IP video surveillance equipment, conduit, junction boxes, wireless mesh communications equipment, network video server/recorder, cabling, software, programming, training/instruction, and all associated materials, equipment, and knowledge required for the system to be acceptable to the City of Carlsbad. The specification herein and accompanying drawings specify IP video surveillance systems for Legoland and the Carlsbad Westfield Mall with remote monitoring and control via T-1 data lines, at the Carlsbad Police Department. B. The Contractor shall provide personnel who are experienced in the type of work specified and shall perform all services in a workmanlike manner. C. The Contractor shall provide a safe work environment including adherence to all safety requirements for its employees and shall provide safe access and egress for City employees and the general public. D. The Contractor shall return all areas surrounding his work locations to the condition prior to his performance of services. E. The Contractor will provide all materials to be used in the performance of his duties and all such materials shall be included in the proposal price for said services. 2. TRAFFIC CONTROL/SAFETY BARRIERS A. All work shall be conducted in a manner with minimal disruption in traffic flow. When sidewalk or parking restrictions are necessary, Contractor will place approved traffic control devices or safety barriers in accordance with standard traffic control plans. If parking must be restricted, temporary "No Parking" signs will be placed a minimum of 24 hours prior to the start of work. All traffic control shall be in accordance with the California Manual on Uniform Traffic Control Devices (FHWA's MUTCD 2003 Revision 1, as amended for use in California). 34 B. All traffic control costs including preparation and submission of traffic control plans are included in the proposal Item price for the associated work and no additional payments for traffic control will be allowed. 3. GENERAL SCOPE OF WORK-BASE BID A. Provide all equipment, labor, tools and appurtenances for the installation, programming and work as shown on photos (Attachment "A") and specifications (Attachment "B") on existing structures and continued herein for a complete IP Video Surveillance System for both Legoland and the Westfield Mall. B. Provide complete IP Video Surveillance System for the Carlsbad Police Department (CPD) including, but not limited to: 1. Installation of eight (8) fixed three (3) megapixel IP cameras and two (2) PTZ four (4) GIF IP cameras shown as required fields of view (FOV) on photos (Attachment "A"). 2. Installation of conduits and junction boxes to camera locations without existing power infrastructure (locations on Attachment "A" are demonstrating desired Field of View). 3. Installation of wireless mesh communications to designated central point or IDF for connection to a new Network Video Recorder and to a T-1 data line provided by CPD (refer to Attachment "A"). . C. Provide three (3) Network Video Server/Recorders (NVSR). One (1) at each of the locations listed on Attachment "A", and one (1) at the Carlsbad Police Department, including but not limited to: 1. Installation of Network Video Server/Recorder in IDF, as shown on contract drawings. 2. Addressing of each camera installed for viewing and recording. 3. Programming and documentation of recording and archiving features for each camera, as required by CPD. 4. All cabling and communications from each IDF to the T-1(s) is the responsibility of the contractor and shall be coordinated with CPD. 5. NVSR shall be an HP Server grade PC with a minimum Pentium 4 processor, 1 GB memory and 1 TB storage. 6. Provide an additional two (2) 1TB external storage drive, one for each remote site. 35 7. Provide three (3) Cisco Ethernet switches. 8. Provide three (3) routers. D. Provide site work, equipment, cabling and conduit required for electrical services. 4. GENERAL SCOPE OF WORK - ADD ALTERNATE #1 A. Provide all equipment, labor, tools and appurtenances for the installation of Optional IP Cameras for Legoland, as shown on Contract Drawings and camera schedule. 1. Installation of an additional two (2) fixed three (3) megapixel IP cameras and one (1) PTZ four (4) GIF IP camera shown as required field of view (FOV) on attachment "A" and in camera schedule. 2. Installation of conduits and junction boxes to camera locations without existing power infrastructure (locations on drawings and camera schedule are demonstrating desired Field of View). 3. Installation of wireless mesh communications to designated central point or IDF for connection to a new Network Video Server / Recorder and to a T-1 data line provided by CPD (refer to drawings and camera schedule). 4. Addressing of each camera installed for viewing and recording. 5. Programming and documentation of recording and archiving features for each camera, as required by CPD. B. Provide site work, equipment, cabling and conduit required for electrical services. 5. GENERAL SCOPE OF WORK - ADD ALTERNATE #2 A. Provide all equipment, labor, tools and appurtenances for the installation of Optional IP Cameras for the Westfield Mall, as shown on Contract Drawings and camera schedule. 1. Installation of two (2) additional fixed three (3) megapixel IP cameras and one (1) PTZ four (4) GIF IP camera shown as required field of view (FOV) on contract drawings and in camera schedule. 2. Installation of conduits and junction boxes to camera locations without existing power infrastructure (locations on drawings and camera schedule are demonstrating desired Field of View). 36 3. Installation of wireless mesh communications to designated central point or IDF for connection to a new Network Video Server / Recorder and to a T-1 data line provided by CPD (refer to drawings and camera schedule). 4. Addressing of each camera installed for viewing and recording. 5. Programming and documentation of recording and archiving features for each camera, as required by CPD. B. Provide site work, equipment, cabling and conduit required for electrical services. 6. RELATED WORK A. Provide all work necessary for complete operating system, including work listed below. 1. Submit to the Owners representative all shop drawings, product data, test results, system certification and other documentation specified for review and approval. Shop drawings shall include site conditions documented by the Contractor through site survey. 2. Provide mock-up for CPD review and approval of the proposed IP Video Surveillance System, including one (1) fixed three (3) megapixel IP camera, one (1) wireless mesh node and Network Video Server/Recorder. 3. Submit record documents with all as-built conditions documented. 4. Provide final acceptance testing and system certification with CPD, owners representative and Authorities having jurisdiction. 7. PRODUCTS A. Refer to attachment "B" for product specifications. 37 VENDOR'S PROPOSED COST OF SERVICE The matrix below describes three items upon which the City requests a proposal. Please note that the alternate proposals #1 and #2 are informational only and may or may not be awarded as part of the total award. The actual payments made to the Vendor will be based on the Vendor's actual work performed for the City consistent with the terms and conditions of the contract documents and may be different from the prices estimated below. The undersigned declares he/she has carefully examined the locations of the work, read the Request for Proposal, examined all specifications, and hereby proposes to furnish all labor, materials, equipment, transportation, and services required to do all the work in this Wireless IP Surveillance System and Installation Agreement in accordance with the specifications of the City of Carlsbad, and the General Provisions and that he/she will take in full payment therefore the following unit prices for each item complete, to wit: SPfi "•>«&'»•ntemlNq.., 1. . 3. »f?-''fij|! '^Description A. '*•* ijj! BASE PROPOSAL (SECTION 3 IN SCOPE OF SERVICES) ALTERNATE PROPOSAL #1 (SECTION 4 IN SCOPE OF SERVICES) ALTERNATE PROPOSAL #2 (SECTION 5 IN SCOPE OF SERVICES) ^*MAt€R%LSAS ^^,,-"-s'\S P c C I F I E Du NO"" (YES/NO) NO1"* (YES/NO) NO"* (YES/NO) ; **Total i $ 97.791.39 (Extended Amount) $ 28,722.07 (Extended Amount) $ 28,722.07 (Extended Amount) *IF PROPOSING SPECIFICATION SUBSTITUTIONS, ATTACH DETAILED SPECIFICATIONS TO YOUR PROPOSAL. FAILURE TO PROVIDE SPECIFICATIONS CAN BE CAUSE TO CONSIDER YOUR PROPOSAL NON-RESPONSIVE. **SALES TAX MUST BE INCLUDED IN YOUR TOTAL PROPOSED COST FOR THAT PORTION THAT IS TAXABLE. TAX RATE OF 7.75% APPLIES. *** Epsilon - Substitute product data is attached to the end of this proposal. Base proposal amount in words: _Ninety-seven thousand, seven-hundred, ninety-one dollars and thirty-nine cents. Alternate proposal #1 amount in words: _Twenty-eight thousand, seven-hundred, and twenty-two dollars and seven cents_ Alternate proposal #2 amount in words: ^Twenty-eight thousand, seven-hundred, and twenty-two dollars and seven cents _ Signature of Contractors Bidding Agent 38 mjv m «RVision SOFTWARE See Globally, Control Locally IPVision Software White Paper: Open Architecture vs. Closed Introduction: Current NVR (Network Video Recorder) technologies have their roots in the CCTV surveillance background. The products follow the same architecture and functionality as previous DVR (Digital Video Recorder). As seen in Fig.1 the NVR polls the cameras and checks the frames for motion detection, sound, etc. The NVR still sees the new wave of IP cameras as static un-intelligent devices with improved picture over analogue CCTV cameras. The obvious downside of this architecture is the cameras must be locally connected with full duplex hard wired connection, and the fastest server processor can only support upwards of 20 cameras in this model. In a small confined environment this works fine and supports most applications, but the industry is demanding a more scalable solution. Today, the industry accepts this limitation basically since its predecessor the DVR supported between 16 and 32 cameras, a marginal improvement. The downside is if you need more than 20-30 cameras, you will need to purchase multiple NVR's with multiple database and storage requirements. Competitor Console, Web Interface, and proprietary Database Built In Fig.l IPVision Software LLC 5801 Imperial Key Tampa, Florida 33615 www.ipvisionsoftware.com P 8137283175 F 8133544443 IPVision Software's founder and developers came from the IT Industry, selling and designing software for the past 20 years. The IPVision concept was to take what was learned from the IT industry and apply it to the new wave of IP Network Cameras and deliver what the industry expects and deserves. As seen in Fig. 2 we have segmented the NVR or as we refer to it as the SIM (Surveillance Information Console) into components. The components can run on a single server or many, the flexibility to use existing web and database infrastructure is a new concept in the Surveillance market, but standard for the IT industry. Scalable, Robust, Flexible Enterprise Ready Architecture IPVS Master Console IPVS Web Server IPVS Console allows configuration of cameras, notification points, Optional Web portal allows users to log in securely and view live images and past events and archives Database Server Database support for MS SQL, Oracle, and IBM DB2 or ANY ODBC compliant DB NAS or SAN Networked Attached Storage or Storage Area Networks support for video storage IPVS Event And Archiving Process Servers Unlimited Scalability and Flexibility IPVS Viewing and Subscriber Devices The ability to scale the process servers to meet the requirements of the solution is a huge advantage. The key is the SIM console and the database stay static as the processor server farm grows to meet the needs of the customer. IPVision Software LLC 5801 Imperial Key Tampa, Florida 33615 www ipvisionsoftware com P. 8137283175 F 8133544443 IPVision Software also recognized as the new generation of IP Network Cameras comes to market, they are packing more analytics at the camera level. Features like motion detection, sound and dry contact triggers are generated at the camera level vs. at the NVR or console. This allows cameras to be remote and even wirelessly connected to our SIM console. This architecture allows us to scale up into 100's of cameras with one common management interface and database. Summary: Differentiation and market segmentation are keys to IPVS product positioning. Product features including VOIP and SIM data-management, as well as, the capacity to retro-fit and integrate disparate legacy systems are being very well received by the targeted markets. Customers perceive IPVision Software as a SIM enabling product - for some it will enable the installation of the latest generation of networked video surveillance, and for others, it will enable upgrade path using existing equipment. Many in the SIM market view IPVS products as purely integration tools to enable interface with existing security systems. IPVS is becoming recognized as a source for the technology to extend the functionality of components in the SIM network. For more information contact: Mark Felberg; email: mark@ipvisionsoftware.com IPVision Software (IPVS) is a technology and market-leader in the IP-based CCTV control and Security Information Management (SIM) integration space. End-users who depend on SIM are experiencing the many advantages to using web-based IP technology over traditional CCTV methods: increased informational integrity, geographic and technological flexibility, speed, remote manageability, efficiency, ease, etc. This translates into improved security and peace of mind, but it also creates its own share of data management and storage challenges. Digital video surveillance creates a steadily increasing stream of information, which requires a new approach for transmitting, storing data efficiently, and protecting it from natural and man-made disasters. To support this intense growth, SIM networks need scalable, easily managed data storage solutions that provide on-demand data recovery. Since every SIM end-users IT environment is unique, these solutions need to integrate smoothly with the existing IT infrastructure. have leveraged TCP/IP for video data t>; cte' ver best -"-class network and cafe' control for IK? var.ous ii§Eiidi- componentsj)fj^Jfryi3£H[ec|JX_SQi network. Our customers (end-users and integrators) require software that will allow them to take full advantage of the new types of cameras being offered and also seek an upgrade path for current cameras to allow TCP/IP management. The market opportunity of integrating voice with video and presenting a consolidated IP-solution to the SIM market has tremendous revenue potential and will be released in our next product release in July. IPVision Software LLC 5801 Imperial Key Tampa, Florida 33615 www ipvisionsoftware.com P 813728.3175 F 813354.4443 Page 1 of 4/v Robin Nordberg From: Erik Erlendsson Sent: Monday, January 22, 2007 4:41 PM To: Robin Nordberg Subject: FW: Contract/Agreement Importance: High Attachments: lnstructionsForWirelesslPContract.doc; Epsilon System Solutions Inc Agreement 012207.pdf From: Joe Stephenson [mailto:Jstep@ci.carlsbad.ca.us] Sent: Monday, January 22, 2007 4:38 PM To: Erik Erlendsson Cc: David Douglas; Dale Stockton; John DeRego; Maria Callander Subject: Fwd: Contract/Agreement Erik, As I indicated, here is the correct contract along with some further instructions. Sorry for the mix-up. Joe >» Joe Stephenson 1/22/2007 3:50 PM »> Erik, We've decided to go with your bid. You'll find the contract/agreement attached. Please return the executed agreement to my attention as soon as possible. Note that the agreement MUST be notarized. The following items are also required: l.Certificate of Insurance with an additional endorsement 2.City Business License. This can be obtained online at: http://www.carlsbadca.gov/finance/buslicense.html Please let me know if you have any questions. Thank You, Joe Stephenson Systems Administrator Carlsbad Police Department Email: Jstep@ci.carlsbad.ca.us Phone: 760-931-2182 1/23/2007 Page 2 of4 >» "Erik Erlendsson" <eerlendsson@epsilonsystems.com> 1/19/2007 9:21 PM >» Capt. Stockton, I returned your call yesterday evening and left a message, only to figure out late this afternoon that in my attempted memorization of your number (as I was driving and unable to write) I transposed two of the numbers. The response to your question was that yes, if we are just talking about the CPD location, we will change one of the servers to a rackmounted unit. Having been able to look at the alternatives today, I can further state that we will substitute in an: • HP Proliant DL320 G4 SATA Server, Pentium D 930 (S.OOGHz), 2GB RAM, 2x500GB HD For one of the Proliant ML110 Tower Servers. The adjusted bid total will be $99,697.00. Please let me know if that takes care of the remaining issues. Best Regards, Erik Erlendsson V.P. & General Manager Products Sector & Security Technology Business Unit Epsilon Systems Solutions, Inc. 1565 Hotel Circle South, Suite 200 San Diego, CA92108 (619)702-1700x108 Cell (619) 573-5090 From: Erik Erlendsson Sent: Thursday, January 18, 2007 4:43 PM To:Joe Stephenson Cc: David Douglas; Dale Stockton; Eric Hayes; John DeRego; Maria Callander; Dwayne Junker; Robin Nordberg Subject: RE: Questions/Clarifications on RFP Response 1. The planned database engine is SQL Server Express (the former MSDE), the cost (free) and installation of which is certainly covered in the contract. For this relatively small installation (i.e. number of cameras), this database engine will be more than adequate. Alternatively, the camera sites (Mall, Legoland) have an existing Microsoft SQL Server or Oracle Server, the database could be positioned on that box. It would have to be a local server though. That is, if there is a SQL Server at Legoland, we would not point the IPVision Server at Westfield Mall to it, due of course to the significant danger of lost connectivity if there is an issue with the T-l. Performance would also be an issue. 2. My assumption on this question is that when you ask about a "table of service costs for maintenance agreement, both software and hardware", you are looking for a full service agreement that means all the labor is also included to respond to and deal with any issues that come up with either hardware or software. Our standard formula (after years of complex equations that ultimately delivered the same number as this) is Price of Project divided by five (20%), with a yearly inflation adjustment. On this project, having deeply cut several areas, such as labor, the Service Agreement would be slightly more than 20%. The following numbers for the 3 years following the initial year's warranty apply: 1/23/2007 Page 3 of4 Year 2 Year 3 Year 4 $23,500.00 $24,205.00 $24,931.15 3. The best way to answer this question is to provide our typical Warranty language. The warranty period can commence at the latest upon Final Acceptance. I believe it is in keeping with your expectations. Please provide feedback if I am mistaken. - Period. Warranty period for Materials and Labor is one (1) year from date of receipt of material. The warranty on ship in place items commences on the date of invoice for said items. - Warranty. If the product or labor provided as part of this project proves defective by reason of improper workmanship or defective material, Seller will repair or replace, at its option, the product, or correct the labor imperfection, without charge for parts or labor. Warranty does not apply to any product damaged by accident, misuse, improper line voltage, repair, neglect, improper installation, or acts of nature. Under no circumstances shall Seller be held liable for any loss or damage, direct, consequential, or incidental arising out of the use or inability to use the product. 4. The Software upgrades covered in the first year are all published patches, and updates on the IPVision NVR/VMS Software, as is typical. 5. I completely understand your preference for Rack-mounted servers. We also prefer to deal with such servers, as opposed to the "Tower" models included in this quote. The issue in this case is as follows: Our goal in the development of this fixed-price quote was quite significant, that was to bring a proposal to your city that could break the six-figure barrier that such a system should easily exceed. One way I was able to achieve this was to utilize our significant experience with the critical technologies for this project (Firetide Wireless Mesh, NVR/VMS Software, etc.) to absolutely maximize price/performance efficiencies. Another was to trim "variable" costs (i.e. labor) as close to the bone as I dare. The only way I was able to bridge the final gap to my goal was to derive a last bit of savings in areas where a "less-preferable" form-factor that still provided all necessary capabilities could be obtained at a cheaper price. The servers are one example. The other is the other exception I noted where we would be providing 1 Cisco Switch instead of three. In that case, the fact that only one "LAN-side" Ethernet port would be needed at the CPD and Mall locations, so the two built-in ports on the Cisco router to be placed at those locations would more than suffice. That being said, I am more than happy to modify the servers to be utilized, but can only do so with a slight modification (increase) to the bid amount. I have already cut that amount to the bone and cannot afford to absorb the increased cost in what is left. As a point of reference, an HP DL320 similarly equipped will be $2K- $3K per unit more. Please feel free to contact me to discuss if needed. Regards, Erik Erlendsson V.P. & General Manager Products Sector & Security Technology Business Unit Epsilon Systems Solutions, Inc. 1565 Hotel Circle South, Suite 200 San Diego, CA92108 (619)702-1700x108 Cell (619) 573-5090 From: Joe Stephenson [mailto:Jstep@ci.carlsbad.ca.us] Sent: Wednesday, January 17, 2007 2:51 PM To: Erik Erlendsson Cc: David Douglas; Dale Stockton; Eric Hayes; John DeRego; Maria Callander; Dwayne Junker; Robin Nordberg 1/23/2007 Page 4 of4 Subject: Questions/Clarifications on RFP Response Hello Erik: Can you please direct your attention to the following items per your RFP response SOME ITEMS REQUIRE IMMEDIATE ATTENTION: 1) Outline database system being used and confirm costs are covered within submitted RFP. 2) After year one, please provide table of service costs for maintenance agreement, both software and hardware. 3) First year warranty clarification. Our expectation is full on-site manufacture and installation warranty for all equipment including all hardware and software included in RFP. 4) What software upgrades are included in the maintenance agreement? 5) We have the expectation of HP servers included to be rack mountable servers at all three sites. Due to the time constrains of this project toward making a decision on the award of the bid, I will need a response on these items within 24 hours of this email, no later then end of business tomorrow. If the contract is awarded the following items would also need to be met. 6) The City of Carlsbad needs to be named as additional insured per page 12 paragraph 10.2.1 of the sample contract included in RFP. 7) Endorsements needed (see page 12 paragraph 10.2.3 of the sample contract). 8) The City requires notarized signature of corporation officer and secretary who would be signing the contract (see page 18 of sample contract). Thanks, Joe Stephenson Systems Administrator Carlsbad Police Department Email: Jstep@ci.carlsbad.ca.us Phone: 760-931-2182 1/23/2007