CONTRACT 6436 Service AgreementAgreement No. 6436
SOFTWARE SERVICES AGREEMENT
BETWEEN THE CITY OF EL SEGUNDO
AND
FIRESTATS, LLC.,
THIS AGREEMENT, is entered into this 14 day of JULY 2022 by and between CITY
OF EL SEGUNDO, a municipal corporation ("CITY") and FIRESTATS, LLC., a
CALIFORNIA Corporation ("CONSULTANT").
1. CONSIDERATION.
A. As partial consideration, CONSULTANT agrees to perform the scope of
services attached as Exhibit "A," and incorporated by reference
("SERVICES"). The SERVICES include installing and maintaining a
software program for various tasks associated with FIRESTATS, LLC_,
("SOFTWARE").
B. As additional consideration, CONSULTANT and CITY agree to abide by
the terms and conditions contained in this Agreement;
C. As additional consideration, CITY will pay CONSULTANT the
compensation set forth in Exhibit A, but in no event more than $30,000.00.
D. CITY will not be liable for any costs or expenses exceeding the sum paid
to CONSULTANT pursuant to Section 1(C) unless otherwise agreed to by
the Parties and by written amendment to this Agreement.
2. TERM. The term of this Agreement will be for one (1) year beginning July 01, 2022
through June 30, 2023. This Agreement will automatically renew, on an annual basis,
on its anniversary date unless otherwise terminated. Unless otherwise determined by
written amendment between the parties, this Agreement will terminate in the following
instances:
A. Completion of the work specified in Exhibit "A";
B. Termination as stated in Section 9.
3. "SELF-HELP" AND "MALICIOUS" CODES PROHIBITED.
A. CONSULTANT understands and agrees that CONSULTANT's use of any
"self-help" or "malicious" codes, as defined by this Section, is prohibited
and constitutes an "unfair business practice" as defined by California law.
Notwithstanding any other provision of this Agreement that limits
CONSULTANT's liability, CONSULTANT will be fully liable for all penalties
and damages arising from use of a self-help or malicious code.
Agreement No. 6436
B. "Self-help code" means any back -door, time -bomb, drop -dead, time-out,
lock -up, slow -down, data freezing, logic bombs, or other software routine,
code, devices, techniques intended to disable, slow, prevent operation of,
or otherwise interfere with or change any operation of any computer
system, software or other property automatically with the passage of time
or under the prior instruction, triggering event or control of someone other
than Client.
C. "Malicious Code" means any virus, "spyware," "Trojan horse,"'Worm,"
"Easter egg," "cancelbot," "trapdoor," or other unapproved or malicious
software routine, code, command, device, technique, or instruction or
other contaminant intended to
i. Permit unauthorized access to, detection of, modification of, or
monitoring of any code, system, or data;
ii. Alter, supplement, disable, erase, limit, threaten, infect, assault,
vandalize, defraud, disrupt, damage, disable, shut down or delete,
threaten, slow or otherwise inhibit the functioning of, or otherwise
harm any of the code, documentation or data or any computer
system, software or other property;
11L Render any data irretrievable, modified, or disrupted so as to be
unreliable in any regard;
iv. Perform any other unauthorized action, or prevent, limit, condition
or inhibit performance of authorized actions or any function
including, without limitation, to its security or end user data.
4. LAWS AND REGULATIONS. CONSULTANT will be responsible for complying
with any and all applicable Federal, State, County, and Municipal laws and regulations
and the conditions of any required licenses and permits before entering into this
Agreement. Such compliance will be at CONSULTANT's sole cost and without any
increase in price or time on account of such compliance, regardless of whether
compliance would require additional labor, equipment, and/or materials not expressly
provided for in the Agreement or CONSULTANT's proposal.
5. INDEMNIFICATION.
A. CONSULTANT agrees to the following:
i. Indemnification for Professional Services. CONSULTANT will
save harmless and indemnify and at CITY's request reimburse
defense costs for CITY and all its officers, volunteers,
employees and representatives from and against any and all
suits, actions, or claims, of any character whatever, brought
Agreement No. 6436
for, or on account of, any injuries or damages sustained by
any person or property resulting or arising from any negligent
or wrongful act, error or omission by CONSULTANT or any of
CONSULTANT's officers, agents, employees, or
representatives, in the performance of this Agreement, except
for such loss or damage arising from CITY's sole negligence
or willful misconduct.
ii. Indemnification for other Damages. CONSULTANT indemnifies
and holds CITY harmless from and against any claim, action,
damages, costs (including, without limitation, attorney's fees),
injuries, or liability, arising out of this Agreement, or its
performance, except for such loss or damage arising from
CITY's sole negligence or willful misconduct. Should CITY be
named in any suit, or should any claim be brought against it
by suit or otherwise, whether the same be groundless or not,
arising out of this Agreement, or its performance,
CONSULTANT will defend CITY (at CITY's request and with
counsel satisfactory to CITY) and will indemnify CITY for any
judgment rendered against it or any sums paid out in
settlement or otherwise.
iii. Intellectual Property Infringement. Notwithstanding any
provision to the contrary, CONSULTANT will, at its own
expense, indemnify and defend CITY against any claim that
CONSULTANT's services or work product furnished under this
Agreement infringes a patent or copyright in the United States
or Puerto Rico. In such event, CONSULTANT will pay all costs
damages and attorney's fees that a court finally awards as a
result of such claim. To qualify for such defense and payment,
CITY must (a) give CONSULTANT prompt written notice of any
such claim; and (b) allow CONSULTANT to control, and fully
cooperate with CONSULTANT in the defense and all related
settlement negotiations. CITY agrees that if the use of
CONSULTANT's services or work product becomes, or
CONSULTANT believes is likely to become, the subject of such
an intellectual property claim, CITY will permit CONSULTANT,
at its option and expense, either to secure the right for CITY to
continue using CONSULTANT's services and work product or
to replace it with comparable services and work product.
B. For purposes of this section "CITY" includes CITY's elected and appointed
officials, officers, employees, and volunteers.
C. It is expressly understood and agreed that the foregoing provisions will
survive termination of this Agreement.
Agreement No. 6436
D„ The requirements as to the types and limits of insurance coverage to be
maintained by CONSULTANT as required by Section 6, and any approval
of said insurance by CITY, are not intended to and will not in any manner
limit or qualify the liabilities and obligations otherwise assumed by
CONSULTANT pursuant to this Agreement, including, without limitation, to
the provisions concerning indemnification.
6. INSURANCE.
A. Before commencing performance under this Agreement, and at all other
times this Agreement is effective, Consultant will procure and maintain the
following types of insurance with coverage limits complying, at a minimum,
with the limits set forth below:
Type, of Insurance
Commercial general liability:
Professional Liability
Workers compensation
$1,000,000
$1, 000,000
Statutory requirement.
B. Commercial general liability insurance will meet or exceed the
requirements of the most current ISO-CGL Form. The amount of
insurance set forth above will be a combined single limit per occurrence
for bodily injury, personal injury, and property damage for the policy
coverage. Liability policies will be endorsed to name City, its officials, and
employees as "additional insureds" under said insurance coverage and to
state that such insurance will be deemed "primary" such that any other
insurance that may be carried by City will be excess thereto. Such
insurance will be on an "occurrence," not a "claims made," basis and will
not be cancelable or subject to reduction except upon thirty (30) days prior
written notice to City.
C. Professional liability coverage will be on an 'occurrence basis" if such
coverage is available, or on a "claims made" basis if not available. When
coverage is provided on a "claims made basis," Consultant will continue to
maintain the insurance in effect for a period of three (3) years after this
Agreement expires or is terminated ("extended insurance"). Such
extended insurance will have the same coverage and limits as the policy
that was in effect during the term of this Agreement, and will cover
Consultant for all claims made by City arising out of any errors or
omissions of Consultant, or its officers, employees or agents during the
time this Agreement was in effect.
D. Consultant will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement,
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endorsements as required herein, and such other evidence of insurance
or copies of policies as may be reasonably required by City from time to
time. Insurance must be placed with insurers with a current A.M. Best
Company Rating equivalent to at least a Rating of "A:VII."
E. Should Consultant, for any reason, fail to obtain and maintain the
insurance required by this Agreement, City may obtain such coverage at
Consultant's expense and deduct the cost of such insurance from
payments due to Consultant under this Agreement or terminate.
7. TERMINATION OF AGREEMENT
A. During the term of this Agreement, CITY may, in its sole discretion,
terminate this Agreement with or without cause by giving written notice to
CONSULTANT. Termination will become effective immediately upon the
giving of notice as provided in this section of the Agreement. The City
Manager may exercise such right of termination on behalf of CITY.
B. Except as otherwise provided, upon termination of this Agreement, CITY
will be liable to CONSULTANT only for all work done by CONSULTANT
up to and including the date of termination of this Agreement unless the
termination is for cause, in which event CONSULTANT need be
compensated only to the extent required by law.
8. NOTICES
A. CONSULTANT will notify CITY of changes in address. All notices given or
required to be given pursuant to this Agreement will be in writing and may
be given by personal delivery or by mail. Notice sent by mail will be
addressed as follows:
To CITY:
SCOTT KIM, ACTING DIRECTOR - ITSD
CITY OF EL SEGUNDO
350 MAIN STREET
EL SEGUNDO, CA 90245
To CONSULTANT:
FireStats, LLC.
578 Sutton Way, #353
Grass Valley, California 95945
and, when addressed in accordance with this paragraph, will be deemed
Agreement No. 6436
given upon deposit in the United States mail, postage prepaid. In all other
instances, notices will be deemed given at the time of actual delivery.
Changes may be made in the names or addresses of persons to whom
notices are to be given by giving notice in the manner prescribed in this
paragraph.
9. AUDIT AND ACCESS TO RECORDS. CONSULTANT, including
CONSULTANT's subcontractors, will maintain records and other evidence of all
expenses incurred in the performance of this Agreement for a period of three (3) years
after completion. CITY or any of its duly authorized representatives will, for the purpose
of audit and examination, have access to and be permitted to inspect such records and
other evidence of expenses and costs charged to CITY and/or incurred for work related
to SERVICES. For purposes of audit, the date of completion of the Agreement will be
the date of CITY'S payment for CONSULTANT's final billing (so noted on invoice) under
this Agreement.
10.NON-APPROPRIATION OF FUNDS. Payments due and payable to CONSULTANT
for current services are within the current budget and within an available, unexhausted
and unencumbered appropriation of the CITY. In the event the CITY has not
appropriated sufficient funds for payment of CONSULTANT services beyond the current
fiscal year, this Agreement will cover only those costs incurred up to the conclusion of
the current fiscal year.
11. INDEPENDENT CONTRACTOR. CONSULTANT, CONSULTANT's
subconsultants, employees, agents, and representatives, will act as independent
contractors while performing the SERVICES and will have control of CONSULTANT's
work and the manner in which it is performed, except as is otherwise provided herein.
CONSULTANT will be free to contract for other services performed during the term of
this Agreement. CONSULTANT is not an agent or employee of CITY and is not entitled
to participate in any pension plan, insurance, bonus or similar benefits CITY provides for
its employees.
11.2. Notwithstanding the above, nothing in this Section 11 shall be construed to require
CONSULTANT to indemnify an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party.
11.3 City acknowledges that CONSULTANT makes its best professional efforts at
understanding and interpreting the data available, that not all data may necessarily be
available, that not all possible analyses are likely to be performed in the pursuit of
understanding CITY'S resource deployment and performance, and that alternative
interpretations of the data and analyses may exist. CITY further acknowledges that any
deployment decisions made by CITY with information provided through FireStats' tools
or consulting are made with multiple considerations and not solely with FireStats' tools
or consulting.
Agreement No. 6436
11.4 The Parties agree that all work product provided under this Agreement is for the
sole and exclusive purpose of the CITY attempting to view its own data as provided to
CONSULTANT and that the views and underlying data in no way represent a complete
view of the Department's performance, resource deployment, capabilities and risk nor
does it in any way express any past, present or future estimation of risk to the
community or to any individual. The information provided by CONSULTANT under this
contract is provided for informational purposes only. It is not intended to nor shall it be
used or relied upon solely to make decisions affecting structure protection, life safety,
emergency services or any other fire, safety, medical or other asset allocation or
deployment that may affect the health, safety and welfare of any person, business,
entity or asset.
11.5 The Parties understand and agree that CONSULTANT disclaims any responsibility
or liability associated with the CITY'S decisions affecting structure protection, life safety,
emergency services or any other fire, safety, medical or other asset allocation or
deployment that may affect the health, safety and welfare of any person, business,
entity or asset. The totality of the work product shall be deemed to have been derived
from data created by the Department and other entities outside the control of
CONSULTANT and provided to CONSULTANT by the Department and not verified by
CONSULTANT.
12. ASSIGNMENT. An essential element of this Agreement is the skill and creativity
of CONSULTANT. CONSULTANT may not, therefore, assign the creative portions of
the work to a third party for the production of the work without CITY's prior written
consent. Failure to conform to this provision may result in termination of the
Agreement.
13.CONSISTENCY. In interpreting this Agreement and resolving any ambiguities, the
main body of this Agreement takes precedence over the attached Exhibits; this
Agreement supersedes any conflicting provisions. Any inconsistency between the
Exhibits will be resolved in the order in which the Exhibits appear below:
A. Exhibit A; Scope of Work.
14. ENTIRE AGREEMENT. This Agreement, and its Attachments, sets forth the
Parties' entire understanding. There are no other understandings, terms or other
agreements expressed or implied, oral or written. There are three (3) attachments to
this Agreement. Except as otherwise provided, this Agreement will bind and inure to the
benefit of the Parties to this Agreement and any subsequent successors and assigns.
15. MODIFICATION. No alteration, change or modification of the terms of the
Agreement will be valid unless made in writing and signed by both Parties hereto and
approved by appropriate action of CITY. The city manager may exercise this authority
on behalf of CITY.
Agreement No. 6436
16. ELECTRONIC SIGNATURES FOR SUBSEQUENT AGREEMENTS. . This
Agreement may be executed by the Parties on any number of separate counterparts,
and all such counterparts so executed constitute one Agreement binding on all the
Parties notwithstanding that all the Parties are not signatories to the same counterpart.
In accordance with Government Code § 16.5, the Parties agree that this Agreement,
Agreements ancillary to this Agreement, and related documents to be entered into in
connection with this Agreement will be considered signed when the signature of a party
is delivered by electronic transmission. Such electronic signature will be treated in all
respects as having the same effect as an original signature.
17. TAXPAYER IDENTIFICATION NUMBER. CONSULTANT will provide CITY with
CONSULTANT's Taxpayer Identification Number.
18. STATEMENT OF EXPERIENCE. By executing this Agreement, CONSULTANT
represents that CONSULTANT has demonstrated trustworthiness and possesses the
quality, fitness, and capacity to perform the Agreement in a manner satisfactory to
CITY. CONSULTANT represents that CONSULTANT's financial resources, surety and
insurance experience, service experience, completion ability, personnel, current
workload, experience in dealing with private parties, and experience in dealing with
public agencies all suggest that CONSULTANT is capable of performing the proposed
contract and has a demonstrated capacity to deal fairly and effectively with and to
satisfy a public agency.
19. WAIVER. A waiver by CITY of any breach of any term, covenant, or condition
contained in this Agreement will not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant, or condition contained in this
Agreement whether of the same or different character. The payment or acceptance of
fees for any period after a default will not be deemed a waiver of any right or
acceptance of defective performance.
20. SEVERABILITY. If any portion of this Agreement is declared by a court of
competent jurisdiction to be invalid or unenforceable, then such portion will be deemed
modified to the extent necessary in the opinion of the court to render such portion
enforceable and, as so modified, such portion and the balance of this Agreement will
continue in full force and effect.
21. TIME IS OF ESSENCE. Time is of the essence for each and every provision of
this Agreement.
22. FORCE MAJEURE. Should performance of this Agreement be prevented due to
fire, flood, explosion, acts of terrorism, war, embargo, government action, civil or military
authority, the natural elements, or other similar causes beyond the Parties' reasonable
control, then the Agreement will immediately terminate without obligation of either party
to the other.
23. INTERPRETATION; VENUE. This Agreement and its performance will be
Agreement No. 6436
governed, interpreted, construed and regulated by the laws of the State of California.
Exclusive venue for any action involving this Agreement will be in Los Angeles County.
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Agreement No. 6436
IN WITNESS WHEREOF the parties hereto have executed this contract the day
and year first hereinabove written.
CITY OF EL SEGUNDO,
a general law city
ADireUk
TSD
AT"I°IS
Tracy eaver,
City Clerk
APPROVED AS TO FORM:
MARK D. HENSLEY, CITY ATTORNEY
oauinjaz°b'quez,
Deput Ci tyl Attorney
Hank L., fisk Management
FIRESTATS, LLC.,
a California Corporation
6vae5saen�w�u�aua.w arax Owner
(Authorized Signer Name), Title
Firestats, LLC.
Taxpayer ID No. 65-1271195
�t4�
Darrell George,
City Manager
EXHIBIT A Agreement No. 6436
FireStats
Scope of Worm for
M . The Ell Segundo Fire District
By
DATA ANALYSISFOR FireStats, LLC.,
THE FIRE SERVICE
June 10, 2022
FireStats, LLC. (FireStats,) is in the business of providing performance measurement -
related software as a service and consulting services to local government fire departments
that are substantially similar to the El Segundo Fire District (Department.)
FireStats is led by Paul Rottenberg, an experienced fire service consultant who is assisted
by several people. including Chief (ret.) Mike Despain, Ms. Elise Fisher, Mr. Pablo
Gomez, Mr. Mark Hensley, and Ms. Maura Power, all graduate degreed, highly
experienced analysts, programmers, statisticians and managers with many years of fire
service experience.
FireStats will provide the Department with two key services. First, FireStats will provide
the Department with our proprietary, web —based analysis tools that were developed
exclusively for municipal fire departments and are in service across the United States
with agencies similar to the El Segundo Fire Department. Second, should the Department
desire, FireStats is available to provide consulting services around deployment analysis,
statistical modeling, geospatial analysis, process improvement, and other endeavors
within our area of expertise.
Analysis Tools
FireStats will make available to the Department a suite of online data analysis tools. The
tools will allow the department to perforni queries and analysis of the department's
operations -related data in both spatial and categorical contexts and to express these in
maps and various statistical forms.
Below is a list of the categorical variables that may be included in the analysis tools
There may be others
tttegbrfel "l�arlaibl�s
Time 0.,.
f Day
Council District
Day Of Week
Population Density
Categorical Variables
Census Block Group
Month
Census Tract
Year
Company Officer
Week
Unit Type
Fiscal Year
Order Of Arrival At Scene
Quarter
Incident Type By Dispatched Incident Type
Day Of Month
Incident Type By An NFIIRS Incident Type
Shift
Jurisdiction Of Incident
Unit
Jurisdiction Of Unit
Station Area
I Order Of Dispatch
EXHIBIT A Agreement No. 6436
Eli Segundo Scope of Work
10 June 2022
page two of four
Below is a list of the variables of time that may be included in the analysis tools. There
may be others:
Vairlbl fprnla sib e
First Ring To Phone Pickup
Turnout Time
Phone Pickup To First Keystroke
Travel Time
Variables of Time
Response Time
First Keystroke To Call Entered Queue
At Scene Time
Call Entered Queue To Dispatch
At Staging Time
First Ring To Dispatch
Response Time To Staging
First Ring To Queue
Travel From Staging To Scene
First Keystroke To Dispatch
Committed Time
Call Processing Time
Travel To Hospital Time
At Hospital Time
And below is a list of the different types of objects and graphics employed to express all
of the above.
Tables
Bar Charts
Line Graphs
Box and Whisker Plots
Process Control Charts
Histgra ms
Bubble Graphs
Area Graphs
578 Sutton Way, #353, Grass Valley, CA 95945, v. 530.478.0657, e. info@FireStats.com, www.FireStats.com
EXHIBIT A Agreement No. 6436
El Segundo Scope of Work
10 June 2022
page three of four
The data will be pulled fi•om the computer aided dispatch (CAD) system from RCC
and/or from any records management systerns (RMS) within the Department's control or
influence that contain data usefi€1 and accessible for purposes of providing the services
contemplated herein. This includes any software and any electronic patient care report
(ePCR) databases that contain relevant data. FireStats will make its best efforts to obtain
for analysis the Department's data going back as many years as passible for inclusion in
the analysis tools. The Department's personnel may be required to provide assistance to
FireStats by facilitating the acquisition of the CAD and/or RMS data and/or
GIS layers from the Department, and/or other public agencies within the city or the
county.
The tools are modified and enhanced from time -to -time in response to client requests for
new queries and FireStats' and the industry's changing understanding and expectations of
performance measurement for the fire service. Tools shall not be omitted without prior
consultation with the department although they may be .modified and/or enhanced.
Implementation Timeline
Implementation is not expected to exceed 30 days but will be dependent on the rate at
which data can be provided by the Department.
Data Updates
Each calendar month FireStats shall obtain the appropriate CAD and/or RMS and/or
ePCR and/or other information from the department or sources the department designates
and with which it coordinates, and/or other sources as necessary. Manual updates are
typically performed within 24 hours of obtaining the data. The Department may choose to
provide electronic access to the data sources or to deliver by file sharing, FTP, or e€nail.
Updates will be performed once each month. The query used to provide the initial data is
usually exactly the same for the monthly updates so no modifications are necessary
except a simple change of the date parameters each month when Department personnel
run the query to extract data for transmittal to FireStats. It may be possible to do updates
more frequently and this can be discussed with the Department. There is no additional
charge for more frequent updates.
Access
FireStats shall prepare the data for analysis, load the data into FireStats' online database
and make it available to department for use by password -authorized department
personnel designated by the Fire Chief. Unique and terminable user names and passwords
shall be provided to the department and can be added to, deleted, or changed by FireStats
at any time by direction of the fire chief or his/her designee. User passwords are unknown
to FireStats and users must have a Departnient/City email address that is validated by
FireStats quarterly.
Agreement No. 6436
El Segundo Scope of Work
10 June 2022
page four of four
COSTS
One-time Implementation Fee: $9,500.00
Credit from ERF Work: S .500
Net One-time Implementation Fee: $6,000.00
Monthly Support, Updates & Maintenance: $1,250.00
Training: Training costs are included in installation and monthly fees.
Routine Modifications: Modifications to the Application are included in the installation
and monthly fees except where extraordinary.
Terms of Service: Standard software as a service (SAAS) terms apply and will be
available on the web portal. A copy may be obtained in PDF prior to start of service.
Additional Services:
CFAI Accreditation
If the department pursues CFAI accreditation then at no additional cost to the Department
FireStats will provide the necessary Effective Response Force (ERF) calculations to
satisfy the CFAI requirements. This includes the five years of calculations for
accreditation plus the annual recalculation for the annual compliance reports (ACRs) as
long as the Department is a client.
FireStats' Principal, Paul Rottenberg and data scientist, Pablo Gomez, will be available
during the department's peer team visit to answer any questions about how the
calculations are performed. Paul also makes every effort to attend the department's
hearing, whether at FRI or the CPSE Excellence Conference.
Should the Department wish to engage FireStats to do any or all of the statistics, GIS
and/or risk assessment work to support the Department's Standards of Cover, we will
provide favorable pricing based on a) having the data and an understanding of it and b)
having a relationship with the Department. We encourage you to write your own
Standard of Cover and to use, if you wish, our statistics, GIS and risk assessment
services. We also have a graphic artist and professional editor on staff to assist.
Periodic Reporting:
At no additional cost to the Department FireStats will develop monthly and/or quarterly
reports for the Department with the data in the FireStats' system and in a format suitable
for publication and acceptable both in form and content to the Department. Sample
reports can be provided upon request and we will work with your command staff to
identify the best metrics to report based on the intended audience.
END