HomeMy WebLinkAboutStaff Report 448-06TO:HONORABLE CITY COUNCIL
FROM:CITY MANAGER DEPARTMENT: POLICE
DATE:
SUBJECT:
DECEMBER 18, 2006 CMR:448:06 ....
INTERAGENCY AGREEMENT BETWEEN THE CITIES OF PALO ALTO,
MOUNTAIN VIEW AND LOS ALTOS FOR A VIRTUAL COMPUTER
AIDED DISPATCH CONSOLIDATION PROJECT
This is an informational report, No Council action is required at this time,
BACKGROUND
Over the course of the past year, staff in the Police Department and City Manager’s office has been
meeting with representatives from Mountain View and Los Altos to discuss what efficiencies might
be gained through coordinating or potentially merging various emergency communications
operations.
In April 2006, in furtherance of the ongoing discussions, Mountain View approached the Cities of
Palo Alto and Los Altos regarding collaboration on various technology replacement projects and
exploring the possibility of "virtually consolidating" its public safety emergency communications
operations through a joint purchase process to replace each city’s public safety Computer Aided
Dispatch and Records Management Systems (CAD/RMS).
DISCUSSION
In early 2006, the City of Mountain View hired Intelligents and Company, Inc. to assist in the
preparation of bid specifications to replace Mountain View’s public safety CAD system. Separate
from those discussions, Los Altos Police Department was about to embark on replacement or
upgrade of its .public safety computer system and Palo Alto staff had begun work on a Capital
Improvement Project (CIP) for Fiscal Year 2007-08 to hire a consultant to prepare bid
specifications and replace its public safety computer systems.
Seeing value in partnering together on the potential replacement of these various systems, staff from
the three cities began to define the system requirements to release a Request for Qualifications
(RFQ) to ascertain the qualifications of public safety technology vendors to meet the needs outlined
in the statement of requirements. Staff from Palo Alto and Los Altos worked with Mountain
View’s purchasing and legal staff to amend the contract with Intelligents and Company, Inc. to
complete the Virtual Computer Aided Dispatch Consolidation project and develop and release bid
CMR:448:06 Page I of 4
proposals for the Multi-Agency Public Safety System. In January 2007, Police Department staff
will be bringing a proposed contract award from this bid process.
Through the proposed bid selection process for a Multi-Agency Public Safety System, the cities of
Palo Alto, Mountain View, and Los Altos will explore the possibility of jointly purchasing a
CAD/RMS. Each of the cries will closely evaluate the potential benefits that might not have
otherwise been achieved by purchasing this equipment individually.
These are a number of potential efficiencies or savings. For example, Palo Alto had expected to
hire a consultant to conduct a needs analysis and bid specification process at an approximate cost of
$150,000. By working together, Palo Alto’s costs are reduced to only $26,000. Other examples of
efficiencies include a shared capital expense if the cities elect to move further in the process and
jointly purchase the CAD and Records Management Systems (RMS) together. It seems intuitively
clear that three cities purchasing a multi-agency system from a single vendor could negotiate a
better contract for a reduced price. Savings will also be realized with a reduction in purchasing and
legal staff time for Palo Alto by only requiring input on the purchasing process or contract process
as opposed to handling the full bid and contract process itself. Other potential savings that will be
carefully explored through this collaborative process include:
VIRTUAL CONSOLIDATION OF EMERGENCY COMMUNICATIONS OPERATIONS -- The purchase and/or
sharing of a joint CAD/RMS system allows for some level of consolidation of services, but does not
require the significant capital investment that a physical consolidation that moving to a single
dispatch center would require. The investment in capital from a physical consolidation is
significant when one consider a new building, equipment, radio tower/infrastructure,, and personnel
costs. In virtual consolidation, there is the opportunity to achieve the same benefits at a much lower
cost.
As many governmental agencies across the country have experienced, consolidation of emergency
communications tends to be cyclical. Santa Clara County, and the three cities involved in this
proposed solution have experienced physical consolidation through a North County Emergency
Communications Center, and in the 1980’s reestablished their own emergency communications
centers. True consolidation is a very difficult task to master. Most cities report that once they
physically consolidate, they lose local control and experience an inferior level of service provided to
their public safety personnel and communities. Many cities make the move for consolidation
because of fiscal concerns, but cost savings are rarely realized from physical consolidation. It is
¯ anticipated that virtual consolidation will provide some of the cost benefits of consolidation without
the negative impacts of physical consolidation.
BACK UP EMERGENCY COMMUNICATIONS CENTER CAPABILITIES - Although each of the three cities
have back-up operational plans and the ability to transfer 9-1-1 calls to another dispatch center in an
emergency, none of the three cities (at the present time), have complete back-up 9-1-1 operation
capabilities. If communications go down in any of these cities, public safety services will
temporarily stop until a secondary dispatch center can take over. With each city having the same
CMR:448:06 Page 2 of 4
phone system, when a failure or overflow occurs, there will be the ability to work with telephone
vendors to re-route calls to one of the other two agencies. The alternate agency could more easily
track police and fire resources and enter a call into the CAD system.
SHARED STAFFING -- Since the three cities would have the same systems, they could explore the use
of sharing personnel resources. Because all dispatchers would be trained on the same phone and
computer systems, should there be a localized emergency in any one of the cities; Palo Alto could
request mutual aid for dispatchers from the other two cities, a resource that is not readily available
now. Because of the increased staffing demands and the high turnover rate that all cities face, all
three cities have the potential to benefit through shared personnel resources.
Shared staffing could also include information technology efficiencies crime analysis or statistical
gathering of data. Shared IT resources could be another benefit to this proposal. With the purchase
of a joint system, staff has the opportunity to look at alternative IT solutions for the maintenance of
CAD/RMS hardware and software. Currently, the resources .and expertise in specialized systems
such as CAD/RMS are limited.
POTENTIAL INTEROPERABILITY SOLUTIONS/EMERGENCY PREPAREDNESS -- Another benefit to virtual
consolidation is the ability for improved interoperability amongst the three cities. Through a shared
CADiRMS system, and possibly mobile systems, officers in ’Palo Alto would be able to more
seamlessly communicate via their mobile computers to officers in Mountain View and Los Altos
and vice versa. This option does not exist today, although a pilot is underway through the Silicon
Valley Regional Interoperability Project to interconnect CAD systems from Milpitas, San Jose and
Santa Clara County Communications. Through this effort, and potentially through the joint
purchase of a CAD system, dispatchers in the various cities would be able to share information
through the CAD systems without taking the additional time to pick up a phone.
Intelligents & Comp.any will assist in the development of the Request for Qualifications and
Request for Proposal processes. It will work with the three cities to analyze the vendor responses,
assigning scores and assisting in the selection of qualified vendors. Through this process, the three
cities will be able to determine the feasibility, both technically and fiscally, of moving forward with
a multi-agency CAD/RMS design.
The participation in this proposed contract does not guarantee that the purchase of a joint
CAD/RMS system will occur. However, because of timing and the replacement schedules of
CADiRMS systems for these three cities, it gives staff a unique opportunity to explore alternatives
that otherwise would not be an option.
RESOURCE IMPACT
An interagency contract between the three cities will set forth the financial obligations from the
development and release of the Request for Qualifications (RFQ) through the release of the Request
CMR:448:06 Page 3 of 4
for Proposal (RFP) and evaluation of responses. A draft of this interagency contract has been
prepared (Attachment B), subject to City Manager and City Attorney approval.
The consulting agreement with Intelligents and Company, Inc. is on a time and materials basis with
a not to exceed amount of $77,120. The proportionate share of the professional services agreement
executed by the City of Mountain View on behalf of the three cities is approximately $25,681. The
City of Palo Alto will transfer this amount to the City of Mountain View who will serve as fiscal
agent for the joint project. The proportionate amount of any monies not expended through this
contract will be returned to Palo Alto. The $25,681 will be paid for with monies in the Police
Department’s operating budget. No additional funding approval by Council is required.
ATTACHMENTS:
Attachment A - Intelligents and Company Contract
Attachment B - Interagency Agreement
PREPARED BY:
DEPARTMENT HEAD:
SHERYI!,!!A. CONTOIS
. Co.~, inator, Police Technical Services
L’~X~NE JO"l:fN~ 6N
Police Chief
CITY MANAGER APPROVAL:
r HARRISON
Assistant City Manager
CMR:448:06 Page 4 of 4
Attachment A
A~’REE~ENT BETWEEN THECITY Oi~ MOUNTAIN VIEW
¯.AN]~ THEiNTELLI.GENTS & COMPANY, INC. ~OR
CONSITLTING SERVICES "
T~i’slcofitraet.is dat4’d f’o’r idefttffieation this 14~h day.o;Decernl0er, i006, and
¯ rrtade b~ ~’rtd betwee~..t~ddiTY OF MOKJ. NTAIN VIEW, a Califo~i~ia Ch~rt~r Ciiy acid
’ :muhidfp’al eorporati0tt; whose adKtess is P.O. Box- 7540, Monntaiti View, California,
94089 (IieteittaftOf "CITY"), and THE INTELLIGENTS & COMPANY, iNC., whose
a~l~ires~ is...P.O. Box 142.-73, Springfield, Mi~souri, 65814 (hereinafte~ "CONSLTLTANT").
., RECITALS
" A..- CiTer ddsi~::es to ~eta~ tlie serffices 6f CONSU’~TANT, on b~half of the Ciii:@s
¯ of lViou.fita".m .View, LoS Altos attd Palo Al~to, tb p¢ovide coi~s~tttir~g services r.dafing {o.
th~ ~pgrade of [h.e. ci{i~s’ public safety inf0rmation.systems.
¯ .B: dOiqSULTANT is a qu.alified prof@ssional capabl~ bf providing the terrain
prdf~ssibrml service~ which CITY seeks.
¯ ~" dW,’T~IK~’O;~, in coziside~:ation.o.f the 2e&i~a~s and tnm~Yual.p¢o~fdses’ "
c6".n~di~ie4 h.er~, CIJ~Y does hereby engag~ CONSULTANT, and’CONSULTANT
agrees}. [~.pe.rform t.h~ shrvic’es set forth herein in accordance with the following .t~Jms
~nd 4onditi.ons:. .
,. 1. DescJ:ipfiOrt of.Services, coNSULTANT shall provide the services as
de~bxibed in thd St~{ement of Work‘ attached hereto as Exhibit A.
2. .. Schedul.e atfd TeJ:on. The schedulefor’ performing said services as described
in the at{ached proposal from CONSULTANT and incorporated herein as Exhibit A:
CONSULTANT shall commence work under this contract on December.14,
2006 .and sh.ali co~’)plete.all work under this contract no later .{ha~ June 30, 2007.
¯ 3. " Co~pensatiOh, The hourly rare for services undgr this Contract shall be
Seventy Dbllars ($70) for off-site work and One Hundred Twenty Dollars ($120) ’for
onTsite.work, and total compensa~on to CONSULTANT for providing the services set
forth herein shall n.ot exceed (including reimburse.d expenses) Seventy-Seve~ ~housand
One .I-I~ridred Twenty Dollars ($77,120). A mobilizalion fee in the amount of Six
Thousand Five I-lu~idred Dollars ($6,500) is included in the total compensation.
payment Schedule. By J.anua~. y 15, ¯2007, CITer shall pay CONSISLTANT Six
Thot~sand Five I-lundr~d ($6,500) for mobilization expenses. Following .this initial
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. payment~ CITY shal! r~ia.l<e periodic payments wiiln_in tlirty (30) days of.receiving 9_n.d
"...ai~provin.g k ]J.{ili~g sfat~ement in p"roportion lo the’sat.isfac,iory completiSn of
’CONSULT.ANT’s servic~.
’ 51 ’.lleli~rtc~ ?dp~’n Prof~si’oCfal ~kilt. it is mutually agf’eed by thep’a~itie~thai
d~TYis’.r’el~g~iSo~a ~ p~ofessional skill ~{ CONSULTANT; and CONSULTANT
~epresents to’CiTY ih~t {{s v~o}k Shall tour.Of.re’to generally r~eogniZed professional
star~died~, in fh’e. ffid~sVry... Acceptance... . of CONSULTANT’s. work b. y C~TY does r[ot
operate as .ar.elea.sa of CO.NSULTAN. T’s said fepresenta.tion. ’
¯ 6. I~de~enden~ ContraCtor. It is agreed fh~t .CONSULTANT is an indepe.ndezit
co~t~fo.r, .and all l~e~sons working for or under the direction of CONSULTANT are
CONSULTANT’.s agents, .servants and employees, and ~aid persons sliall not be
do~emed.ag~nts,*s~vant.s or smployees of CITY:
a.C@m_Vne~dal.General Liability/Automobile Liability Insurance:
IQOI~SULTANT shall obtain and maintain Commerdal Gen~ral Liability
ittsu~mice ~nd A~tomobile Liability insurance in the amount of One Million Dollars
($i,000,000) per..o’ccur,enc~. I~ a general aggregate ~imit is us:ed;.either the general
aggregate, limit shall appl~ ~eparately to this contract or the general a. g~egate limit
Shall be. fwice the r~q~i¢~d Occurrence limit. CONSULTANT’s insuran’ce coverage shall
Be Wiitten on a~ octu~reiice basis.
b. ’ W~kers’ Compensatio~ Insurance:
CONSULTANT is an indiyidual or a company that has entered, or wil!
be ~tering, into an.agreement with CITY to provide goods or services.
CONSULTANT is far~. "lia~ With the Workers’ Compensation. laws of
California (generally contained in Section 3700 of the Labor Cod~), including those
provisions which provide for specific exemptions from the requirer~ent that all
en~ployers m~st cayry Workers’ Compe.nsation insurance, and CONSiTLTANT
niair;tains they are exefipted under the law from the requirement to maintain Workers’
Compensation insntanqe cove.rage.
In addition, during the term of any work.for CITY under said
~greement: (i) CONSULTANT will not employ any person in any manner so as to
become subject to the Workers’ Compensation laws of California, or (2) should
CONSULTANT’become subject to the Workers’ Csmpensation provisions of
-2-
S:~tio.n 37(J0. of the LaBor Code for shy reason, CONSULTANT shall f~ffhwiih.comply
"with lho~e provisio.fis..and send evidence of {inancial c6mplimce to CITY.
c.~ ~PrO{es~ior~al LiabiliIv Insurance:
". CONSUi~.TANT shall ob~ain and m~intain Professional Liabili~ ..
inmrmc~ inihe i.m6t~tnt of Orte Million D011~s ($%000,000) per..d.aih~. Pro’fessioh~l’
liability i~. su£~r~ee.mu~t be m~iilainedl and evidence of insurande shall be provident to.
C~[TY for ai 1easl tbee.($) years .after cDmpletiort of the co~Ttract of work.
" d. AccepiaNliiy.. of Insurers: J_ns~tranca is to be placed with.insurer~ .with a
cultrent B~f f~ff~ of A:VII unless otherwise acceptab!e to CITY. ’
e,. ~.e~ifi~aliofl.of Coverage: Insurance, dgd~ctibles o~ self-insurance
’ rei~hljo-ns .shall be subjecf’to CITY’s approval. Original Certificafe.s of Insurance wilh
¯e’ndo~seme~ts ~h~ill be received and approved byC.ITY be.fore woyk commences, and
¯ in~urartci rnusl ]~e in effect for ~e duralion of the.cohlract. The absence of insurance o~
~ ye~hction of si~ted limits.shall cause all ?cork 6n the p~oject’ to’ cease. Any delaj~s shall’
"not.inc~ease c’osts b CITY or-increase the duralion of the projecl.
f.Other In~umnce Provisions:
(1) The City of 1Vfouintain View, its officers) offidals, em>loy~es aind
v0httte~rs ~re to b~.co’vered"as ~dditional inshred by Endorsement CG 20 i0 ii 85 for"
Commercial General and Automobile Liability coverage.
(2) Po~ any claims related t6 this project, CONSULTANT"s insimance.
coverage shall b’e primary and any insurance or self’insurance maintained by CITY, its
officers, oi~ials, ~mployeeS and volunteers shall not contribute to it
(3) Each insurince policy required shall be endorsed that’a thirt~
(30) da.y notice be given to CITY in the event of cancellation or modification to the
slipulaled ihsurance coverage.
(4) In the ~veni CONSULTANT employs subcontractors aspart of the
Work covered by this Agreement~ it shall be the responsib.i!ity of CONSULTANT to
ensure that all subconlraciors comp.ly with the same insurance req~iiremenis th~i a~e
stated in this Agreement,
. (5) Approval of the insurance by cITY or acceptance of the Certificate
of Insurance. by CITY shallnot relieve or decrease the extent to which CONSULTANT
may be held responsible for payment of damages resultin.~ from CONSULTANT’s
serViCes b~ tJp"e~lion pt~r~aar;t to this Agreement, nor shall it be deemed -a walve.r of :.
C~Y’s ~ighlg to insu9Kr~ce coverage lier~under.
(6) If, fbr.any ~.eason, CONSULTANTfails to miittt~irt insurance ¯
co~fags iha~ i~ [e[~i~ed p~r~uar~t to ins contract, the same sh~ll be deemed a material
’ 5yea~ df ~o~t~Qt. .t~, af it~ sol~ option, may’ter~nat~ this contract and obtain
d~m~~6~ ~ONSU~TANT ~esMffng ~om s~id Brea~. Alt~rnat~ly~ CITY may
. puf~as~s~ ~qub~:d ~r~flce coverage, andwithout ~rthe~ no~ce to
CONSU<TANT, CITY may deduct fro~ sumsdue to CONSULTANT any pre~
cosi~ advanced by CITY for su~ insurance. . ..
. 8. Hold. Hafniless. CONSULTANT hereby agr.ees fo and shall in.de mnify,
¯ def0md.ar~d’ h01d CITY, ils officers, agents and employees harmless ~om any liability for
darnag~ o~ d-ainis toy damage.for p&~sonal .inj~i.ry, i .rtcluding death and/o~ property
.damage, c~{nsed by negligettt acts,, errors or.omissions, in pe~forrnaftcs.of p~ofess.ionai
~rvices uhder’this Agr~ment by CONSUlTaNT.or CONSULTA),IT’s contractors,
stibcorttradt~)rs, a~en.ts .or emPloyee.s’ operations under this Agreement. CITY sh~ll
c.ooperate reasonably in the defense of any action, &nd CONSULTANT shall emplo, y
competent counsel, teasbhably acceptable .to the City Attorney. "
9.. A~ppli~able .Laws .and Attorneys’ Fees.. This Agreement .shall be construed
ahd cult)tied pulrsuanl to the laws o.f the State of California. Should any l~gal action be
btot{ghl bj a.pffrty foJ breach ofthis Agreem.enl or to enforce any provision her~i~, the
pr.~.vailing party Of sitch action shall be entitled to reasonable ailorneys’ fees, comrt o~ts,
and such other c6sis.as may be fixed by the ’¢.ourt .Reasonable attorneys’ fees of the City
Attorney% Office, if privale counsel is not used, shall be b~sed on comparable fees of
private al)torn. ~y~ pf.ac{icing in Santa-Clat~ County.
10. Noitd~ctriminat~on; CONS~JLTANT shall afford’ equal .employment
opportu~fties for all persons without.dis~imina~ion.because of race, color, religion, sex,
sexual orientalion, polilical .affiliation, national origin: ancestry, age, marital stalris~ or
phy~ical.or menta.l disability.
11. Amendment. This Agreement.maybe amended in writing and signed by
both patties. ¯
12. Termi~a~ion. CITY may termina.te this Agreement at any.time by prov~d!ng
ten (I0) days advance written notice to C.ONSULTANT. Should CITY terminate
pursua.nt to said.nOtice, CITY .shall pay CONSULTANT for CONSULTANT’s services
rendered to the date of cancellation based o.n percentage of completion of scope of.basic
services, including aclual reimbuisable, expenses. In no event shall said fees exceed
maximum coinpensalion eslablish~d in this Agreement. ..
13. At~ac1~mehts Or’ Exhi~ifs. Ex.cept as e×pr.essly r~re’nced herein, no porlion
of &~y tegYns or cOnd{iions included it~ any attachri~en!& or exhibits shall be a past of this"
¯Ag.fe~m¢hl, and +,l’iey ’.shall ha.re n.o force or effedt. If the al.la¢h~nls or exhibits t6 this
¯A~e.em.ehl, if any, are ff~consislent wilh ~hfs Agreement, this Agreemenl shall"con{rol.
14. ’ Eiitire Az.r~meht, .This Agr’.eemen.t cohiains’the ~ntire ur~ders[anding
1~@lw’~en ihe par~ies With 9e.sp~ed[ [o ~he subjeci malter herein. The~e are z~o representa-
lions, ~.gr~emenis d~ nlnderstan, dings (whelher oral or. wrille~) belween or among
par~i~.s raffling’to the ~vibiet[ maller of this Agreement which srenot fully ~×pressed.
her~in. .
I$.. i5~t151i~ R~cofds. The p~lies *ecognize and ackhowledge thai CITY"is.subject
to th~ Calffor~a Public R~cords Act, California Government Co&e Seciion 6i50 ~d
16.: Notices. ~y ~oNce ~equged io be given io CONSULTANT s~all be dee~ed
to’be duly and p~gp~rly give~ if mailed t0.CONSULTANT, po~t~ge prepaid,-ad~essed
1o:
¯ Donald Emma&
. The InieiliGents & Company: Ine.
P.O. Box 14273
Springfield~ MO 65814
or pers’oi~ally delivered to CONSULTANT at such address or at such other a.ddresses as
CONSULTANT ~ay d~sig~. "a~e in writing lo CITY. ..
Anynotice.required to be given CITy shall be deemed to be duljr and properly
given if mailed to CITY.~ postage prepaid, addressed to:
Doug I<iner, Senior Sysiems Specialisi
¯Ciiy of Mountain. View
500 Caslro Siieei
P.O. Box 7540
M~vmtain View, CA 94039-7540
or personally delivered to CITY at such address o~ at such other addresses as CITY may
designate ir~ writing to CONSULTANT.
IN WITNESS WHBR[EOF, this Agr~einenl is execuled by CITY and by ..
C~N.~ULTANT.
APi~ROVED AS TO CONTENT;
Fi~"A~-~IAL APPROVAL:.
Assislaiiil Finance and Administrative
Services
CITY OF MOUNTAi~q VIB.W~
a California Cliarte~ Cily and m-~fi_icipal
corpor, ation
By:
CityManager
Byi .
C.ity Cl.e.rk
APPROVED ~S TOFORM:
CONSULTANT":
THE INTELLIG]~NTS & COMPANY, INC,
City Aitofney
By:
Don~dd Emma&
Taxpayer I,D. Number
JLQ/8/_ATY
010-08-.ll-06MVF00-03A- (Rev. 10/24/05)
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,RD:BD Attachment B3/6/06
AGREEMENT BETWEEN THE CITIES OF LOS ALTOS, PALO ALTO AND
MOUNTAIN VIEW TRANSFERRING FUNDS TO THE CITY OF MOUNTAIN VIEW
FOR THE VIRTUAL COMPUTER AIDED DISPATCH CONSOLIDATION PROJECT
BACKGROUND
The Cities of Mountain View, Palo Alto, and Los Altos are seeking to upgrade and/or replace
their existing public safety computer aided dispatch (CAD) systems. The Cities have agreed
to work together and share resources in order to achieve cost savings by combining separate
vendor selection processes. The Cities of Mountain View, Palo Alto, and Los Altos have
developed a multi-agency approach to releasing both and Request for Qualifications and
Request for Proposal and evaluating vendor proposals for a detailed design of a multi-
agency public safety system. The City of Mountain View has agreed to serve as the lead
fiscal and purchasing agent for this Project, known as the Virtual Computer Aided Dispatch
Consolidation Project.
THE AGREEMENT
Article 1. Scope of Agreement
1.1 Scope
As the parties have agreed to work together in the initial phase of the Virtual Computer
Aided Dispatch Consolidation Project, the purpose of this agreement is to set forth the
financial obligations of all the parties from the development and release of the Request for
Qualifications through the release of Request for Proposal and evaluation of responses. This
Agreement is intended to govern the various phases of the Project. The first phase includes
the preparation and release of the Request for Qualifications (RFQ) to demonstrate
qualifications to furnish a Multi-Agency Public Safety Systems; the next phase includes the
evaluation of any responses received; following identification of the vendors that have met
the evaluation criteria will include the development and release of a Request for Proposals
for the Multi-Agency Public Safety Systems.
Article 2. Transfer of Funds.
2.1 Amount of Payment.
The City of Mountain View has hired Intelligents and Company, Inc. to assist in the
preparation of bid specifications for a computer aided dispatch system, the release of
a Request for Qualifications for Vendors who offer computer aided dispatch systems,
evaluations of vendor proposals and qualifications and the release of Requests for
Proposals for the detailed design of a computer aided dispatch system to qualified
vendors. The Agreement between the City of Mountain View and Intelligents &
Company, Inc. for Consulting Services related to Virtual Computer Aided Dispatch
Consolidation Project and dated November 1, 2006 for identification is attached as
Exhibit A, and incorporated into this Agreement. Each City shall pay for an equal one-
third portion of the services rendered by Intelligents and Company, Inc. The amount
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3/6/06
of the consulting agreement is on a time and materials basis with a not to exceed
amount of Seventy-Seven Thousand One Hundred and Twenty Dollars ($77,120).
Each City shall contribute Twenty-Five Thousand Six Hundred and Eighty-One Dollars
($25,681). Palo Alto and Los Altos shall each pay Mountain View at least Fifteen
Thousand Dollars ($15,000) by December 15, 2006. Full payment is due no later than
February 1, 2007.
Article 3. Mountain View’s Obligations.
3.1 Use of Funds.
(a)Mountain View, on behalf of Palo Alto and Los Altos, will use the funds provided
under this Agreement only for professional services rendered by Intelligents and
Company, Inc and related to the Virtual Computer Aided Dispatch Consolidation
Project, as described in the Agreement attached as Exhibit "A".
Article 4. Term and Termination.
4.1 Term of Agreement.
This Agreement is effective from November 1, 2006 through the date that Mountain
View makes final payment t.o Intelligents and Company, Inc. for services related to the
Virtual Computer Aided Dispatch Consolidation Project, as described in the
Agreement attached as Exhibit "A".
4.2 Termination.
(a)
(b)
Any party may terminate this Agreement for cause upon written notice to the other,
as specified in this Section. For the purpose of this Agreement, cause includes,
but is not limited to a material breach of this Agreement, or a violation of any
applicable laws.
Opportunity to cure. The nonbreaching party shall given written notice of the
breach to the breaching party, specifying the breach. The breaching party shall not
be deemed in default hereunder and the nonbreaching party shall not institute
proceedings or exercise any remedies against the breaching party unless the
breach has not been cured, corrected or remedied within thirty (30) days after the
giving of such notice of breach or within such longer period as may be reasonably
required to cure, correct or remedy the breach, provided the breaching party has
commenced such cure, correction or remedy within such thirty (30) day period and
diligently and continuously pursues such cure, correction or remedy.
T
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(c)If the Agreement Between the City of Mountain View and the Intelligents and
Company, Inc. for Consulting Services terminates forany reason, then this
agreement shall also terminate. The Parties agree that Intelligents and Company,
Inc. shall be paid for any services rendered as set forth in its Agreement with
Mountain View. Mountain View agrees to reimburse Palo Alto and Los Altos for
any remaining portion of its contribution within (60) sixty days of the date it makes
the final payment to the Intelligents and Company, Inc.
Article 5. Liabilities.
5.1 Mutual Indemnification.
In lieu of and not withstanding the pro rata risk allocation which might otherwise be
imposed between the parties pursuant to Government Code Section 895.6, the parties
agree that all losses or liabilities incurred by a party shall not be shared pro rata but
instead Palo Alto, Los Altos, and Mountain View agree that pursuant to Government
Code Section 895.4, each of the parties hereto shall fully indemnify and hold each of
the other parties, their officers, board members, employees and agents, harmless
from any claim, expense or cost, damage or liability imposed for injury (as defined by
Government Code Section 810.8) occurring by reason of the negligent acts or
omissions or willful misconduct of the indemnifying party, its officers, board members,
employees or agents, under or in connection with or arising out of any work, authority
or jurisdiction delegated to such party under this Agreement. No party, nor any officer,
board member, employee or agent thereof shall be responsible for any damage or
liability occurring by reason of the negligent acts or omissions or willful misconduct of
other parties hereto, their officers, board members, employees or agents, under or in
connection with or arising out of any work, authority or jurisdiction delegated to such
other parties under this Agreement.
Article 6. Miscellaneous.
6.1 Notice.
All notices required by this Agreement will be deemed given when in writing and
delivered personally or deposited in the United States mail, postage prepaid, return
receipt requested, addressed to the other party at the address set forth below or at
such other address as the party may designate in writing:
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To Mountain View:
Chip Yarborough
Support Services Manager
City of Mountain View
P.O.Box 7540
Mountain View, CA 94039-7540
To Los Altos:
Elizabeth Vargas
Support Services Manager
City of Los Altos
1 San Antonio Road
Los Altos, CA 84922-3088
To Palo Alto:
Sheryl Contois
Technical Services Director
City of Palo Alto
275 Forest Avenue
Palo Alto, CA 94301
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5.7
5.8
Governing Law.
This Agreement has been executed and delivered in, and will be construed and
enforced in accordance with, the laws of the State of California. ,
Assignment.
The parties may not assign this Agreement or the rights and obligations hereunder
without the specific written consent of the other.
Entire Agreement.
This document represents the entire Agreement between the parties with respect to
the subject matter hereof. All prior negotiations and written and/or oral agreements
between the parties with respect to the subject matter of this Agreement are merged
into this Agreement.
Amendments.
This Agreement may only be amended by an instrument signed by the parties.
Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same
instrument.
Severability.
If any provision of this Agreement is found by a court of competent jurisdiction to be
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void, invalid or unenforceable, the same will either be reformed to comply with
applicable law or stricken if not so conformable, so as not to affect the validity or
enforceability of this Agreement.
Waiver.
No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. Any waiver
granted by a party must be in writing, and shall apply to the specific instance expressly
stated.
Signed:
City of Mountain View
a municipal corporation
City of Palo Alto
a municipal corporation
By.
Name: Nadine Levin
Title: Assistant City Manager
By.
Name: Emily Harrison
Title: Assistant City Manager
City of Palo Alto
a municipal corporation
By
Name:
Title:
APPROVED AS TO FORM:APPROVED ASTO FORM:
Jannie L. Quinn
Senior Assistant City Attorney
City of Mountain View
Name: Don Larkin
Title Assistant City Attorney
City of Palo Alto
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City of Los Altos
a municipal corporation
Phil Rose
City Manager
APPROVED AS TO FORM:
Jolie Houston
City Attorney
City of Los Altos
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