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2004-09-20 City Council (5)
TO: FROM: City of Palo Alto City Manager’s Report HONORABLE CITY COUNCIL DEPARTMENT: POLICECITY MANAGER DATE:SEPTEMBER 20, 2004 CMR:419:04 SUBJECT:APPROVAL OF AMENDMENT NUMBER TWO TO JOINT FUNDING AGREEMENT FOR THE SILICON VALLEY REGIONAL INTEROPERABILITY PROJECT RECOMMENDATION Staff reconamends that the Council authorize the City Manager to execute Amendment Number Two to the Joint Funding Agreement (JFA) with other Santa Clara County cities to update the current scope and authority of the Project. BACKGROUND Public safety agencies in Santa Clara County have been confronted with a number of performance issues associated with inefficient and untimely exchange of information, a lack of inter-agency field communication, and unnecessarily long call processing times. These limitations severely impact the delivery of timely and quality law enforcement, fire and emergency medical services in Palo Alto and throughout the County. Public safety operations require effective command, control, coordination, communication, and sharing of information from criminal justice and public safety agencies, as well as public utilities, transportation companies and, in some instances,, even private industry. In 1998, at the direction of the Sa~nta Clara County City Managers’ Association, the Santa Clara County Police and Fire Chiefs established two worldng groups to study interoperability issues. Interoperability provides public safety with the ability to talk across disciplines and jurisdictions via radio communications CMR:419:04 Page 1 of 5 systems, exchanging voice and/or data with one another on demand, in real time, when needed. In 2001, this collaboration was solidified under a formal governance structure. A Joint Funding Agreement (Attachment A) was executed by governing bodies from the Cities of Palo Alto (CMR:245:01), Cupertino, Mountain View, Sunnyvale, Santa Clara, Campbell, Morgan Hill, Milpitas, Gilroy, Monte Sereno, Los Altos, San Jose, Saratoga, the Towns of Los Altos Hills and Los Gatos, San Jose State University, the California Department of Forestry (South County Fire District) and the Santa Clara Valley Water District. The Silicon Valley Regional Interoperability Project (SVRIP) was established at that time. A Steering Committee was established to provide oversight for the project. A copy of the organizational structure for the project is provided in Attachment B. The City of Palo Alto continues to take a leadership role, by se~wing as Project Director on the Steering Committee. Each participating jurisdiction (Network Participant) made an equal contribution of approximately $19,500 as "seed" funding to hire a consultant, tasked with determining the interoperability needs of the stakeholddr agencies and malting recommendations to achieve seamless interoperability. In 2002, the Steering Committee terminated the original contract for consulting services with Doolittle and Associates for failure to achieve the deliverables (Attachment C). As a result, a substantial portion of the original funds for the project were retained, and the Committee opted to rely upon in-house technical and operational expertise to move the initiative forward. With no change in the funding amount or scope of authority, the participating agencies in the JFA executed Amendment Number One to the JFA inMay 2002 to reflect the change from outside consultant to in-house assistance. Subsequently, the Committee determined that from a worldoad perspective~ it had become virtually impossible to manage the project as a collateral assignment. Although the Network Participants had made significant progress in identifying the requirements to achieve interoperability, they lacked the expertise to bring these solutions together. The Steering Committee conducted an exhaustive search for professional services to assist with the project, issued a competitive Request for Proposal (RFP) and hired Northrop Grumman in November 2003 to serve as Project Manager and Systems Integrator on the SVRIP (Attachment D). In addition, using an entrepreneurial approach, the Committee established a partnership with Northrop Grumman to identify and secure the funding that would be needed to implement the various strategies and new technologies. A long- standing government contractor, Northrop Grumman clearly had the political CMR:419:04 Page 2 of 5 influence to assist project staff in navigating the complexities of a newly forming Department of Homeland Security. The services provided under this portion of the Agreement, although defined within the Scope of Services for the Agreement, are provided at no cost and project staff are guided at all times by the Project’s attorney in this process. This report recommends that the Council provide the City Manager with the .authority to execute .Amendment Number Two to the JFA and includes information about the specifics the Amendment will provide. DISCUSSION Since its inception, the SVRIP has sought to address both voice comnmnication interoperability and the need for real-time, on-demand exchange of information. Those involved with the project have long understood that, along with the technological changes needed to effectuate true interoperability, business process and operational change would be needed as well. The expanded scope of the second amendment to the JFA provides the structure necessary to keep the SVRIP efforts moving forward, continue outreach to other local, state and federal agencies, establish partnerships with other private and governmental entities and take full advantage of funding opportunities as they become available. Such outreach and regional approaches to solving interoperability issues is now a requirement imposed to gain access to federal funding. The amendment: 1) provides an update on the status of the project, documenting the funding received to date .on the SVRIP; 2) redefines and updates the purpose of the project; 3) allows for partnerships with other government agencies and private enterprise; 4) establishes a website; 5) allows for demonstration "pilot" projects; 6) expands the composition of the Steering Committee to reflect a need to have a County Executive on the Committee and a representative .from the San Jose UASI; and .7) provides for .the addition of new adhoc members. The amendment contemplates the future of interoperability and provides enough scope and authority to ensure the project can continue moving forward. It further defines the fiscal agent responsibility, which, along with legal services, has been provided by the City of Mountain View. Under this amended agreement, the SVRIP can continue in its efforts to achieve interoperability and build on the successes to date on the project. CMR:419:04 Page 3 of 5 Although other localities face similar probtems in establishing interoperable communications systems, SVRIP has surpassed the level of other projects by mustering a cooperative coalition of over 30 public and private entities. Continued participation on the Silicon Valley Regional Interoperability Project has a great benefit to the City of Palo Alto. By partnering with other local municipalities, Palo Alto’s first responders will reap the benefit of infornaation gained through this project and minimize the financial impact on the City budget. RESOURCE IMPACT The City of Palo Alto has invested $19,500 in the project. To date the project has secured an additional $10 million in federal grant funds to can’y the project. No appropriation of monies by the City Council is required at this time. POLICY IMPLICATIONS This agreement is consistent, with existing City policy. ENVIRONMENTAL REQUIRED Any environmental impact under the California Environmental (CEQA) will be determined in subsequent phases of the proj ect. Quality Act ATTACHMENTS Attachment A: Joint Funding Agreement (Original & Amendment 1) Attachment B: Steering Committee Organization Chart Attachment C: CMR:245:01 Attachment D: Professional Services Agreement, Northrop Grumman Corporation PREPARED BY: SHERYL CONTOIS Technical Services Coordinator CMR:419:04 Page 4 of 5 DEPARTMENT HEAD: LYNNE {SON Police Chief EMILY HARRISON \ Assistant City. Manager CMR:419:04 Page 5 of 5 ATTACHMENT A SECOND AMENDED SANTA CLARA COUNTY DATA COMMUNICATIONS NETWORK JOINT FUNDING AGREEMENT This Second Amended Joint Funding Agreement ("Agreement") is made by and between the Cities of Campbell, Cupertino, Gilroy, Los Altos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, Saratoga, Sunnyvale, the Towns of Los Gatos, Los Altos Hills, the South Santa Clara County Fire District, County of Santa Clara, San Jose State University and the Santa Clara Valley Water District (individually referred to as "Network Participant" and collectively "Network Participants") and is dated for identification purposes this 1St day of September, 2004. Recitals WHEREAS, the Network Participants established the Silicon Valley Regional Interoperability Project (°’SVRIP") for the purpose of creating county wide radio interoperability and a public safety radio and data communications network; and WHEREAS, achieving this objective will enable the real time exchange of event and resource information between and amongst automated and non-automated Public Safety Dispatch Centers and key stakeholder agencies within Santa Clara County to improve public safety and emergency services by enhancing field communications during emergencies, reducing response time of emergency resources and enabling intelligence information sharing amongst and between key stakeholder agencies; and WHEREAS,. Network Participants desire to continue to participate in the SVRIP to design, architect and implement a county-wide regional radio’ interoperability and integrated data communications network system that can be implemented in each of the respective agencies at a significant cost savings to each Network Participant; and WHEREAS, the Network Participants also desire to integrate the SVRIP network solution(s) with other regions throughout the Bay Area for the purposes of enhancing public safety operations during regional disasters or other public safety operations; and WHEREAS, the Network Participants have committed to collaboratively solving interoperability and communication issues throughout Santa Clara County WHEREAS, Network Participants have previously established a Steering Committee to oversee and manage the SVRIP and coordinate interoperability, technological and any other initiatives that impact interoperability on a local or regional basis; and WHEREAS, the Network Participants have committed staff resources to research and assess the needs for the Network Participant agencies; and WHEREAS, each of the Network Participants have contributed an equal share of funds to establish the SVRIP; and WHEREAS, on November 3, 2003, the Network Participants retained the professional services of Northrop Grumman Corporation ("NGC") to provide professional management services and to work with the Network Participants to define the scope of the SVRIP, research industry solutions and develop recommendations, create a system specification document, identify potential vendors, and prepare a Request.For Proposa! for a radio interoperability and data integration network solution; and SVRIP JFA 2nd Amend 090804.doc Page 1 of 8 ATTACHMENT A WHEREAS, the SVRIP has secured Federal Homeland Security funding, as allocated by the Operational Area Approval Authority, to assist in financing NGC’ s work for the SVREP; and WHEREAS, the SVRIP is partnering with NGC to identify alternative funding sources; and WHEREAS, the SVRIP has secured, approximately $713,000 in federal funding and together with Network Participant funds in the SVRIP account has purchased the required equipment to implement a single command and control interoperabflity radio channel (BayMACS) and contracted with Santa Clara County Communications (a Network Participant) to install and maintain the BayMACS radio system; and WHEREAS, the SVRIP is partnering with the City of San Jose (a Network Participant) and has received approximately $3.7 million in federal monies through the COPS FY 2003 Interoperable Communications Technology Program to serve as .a "model interoperability solution" by implementing a regional microwave network that will serve as a "information pathway" for future interoperability solutions; and WHEREAS, the SVRIP is working with congressional representatives, and state and federal agencies to secure additional funding for interoperability solutions; and WHEREAS, the SVRIP is working with other regional interoperability initiatives in the Bay Area through the Urban Area Security Initiative (UASI) Advisory Council and the Bay Area UASI Working Group; and WHEREAS, the SVRIP is currently in the design phase of the project and opportunities are arising to obtain federal funding and to participate in regional interoperability efforts through "Proof of Concept" and "Pilot" demonstration projects using state, federal or other alternative funds at no increased cost to the Network Participants; and WHEREAS, the composition of the Steering Committee should be expanded to reflect that interoperability has become a federal initiative and to allow the Network Participants to take advantage of current and future opportunities such as the availability of funding for interoperability, coordination and participation in interoperability initiatives on a local and regional level, and demonstration or pilot projects; WHEREAS, the Network Participants previously approved a Santa Clara County Data Communications Network Joint Funding Agreement for the SVRIP in May 2001; WHEREAS, the Network Participants amended the Santa Clara County Data Communications Network Joint Funding Agreement for the SVRIP in March of 2002; and WHEREAS, Network Participants now desire to amend the Santa Clara County Data Communications Network Joint Funding Agreement to correspond to the current status and funding successes of the SVRIP. THEREFORE, the Network Participants hereby amend the Joint Funding Agreement to read as follows: SVR1P JFA 2nd Amend 090804.doc Page 2 of 8 Ao ATTACHMENT A Purpose In accordance with California Government Code Section 6502, the purpose of this Agreement is not to create an independent authority but to jointly exercise the purchasing and contracting power of all the Network Participants to: 1.Retain the profdssional services of consultants and/or related services for the conceptual design and implementation of a countywide and regional/multi-regional interoperability solution(s), and 2. Purchase hardware and/or software related to the SVRIP interoperability solution(s); and 3.To execute lease, installation and/or maintenance agreements for project equipment, and lease and/or license agreements for housing project equipment and leases for office space or lease expenses, on behalf of the SVRIP directly related to implementing SVRIP interoperability solutions; and 4.To Work with federal and state agencies, congressional representative and private entities to fund participation in the costs related to demonstration projects, pilot projects and implementation of interoperability solutions/network(s); and 5.To establish and maintain a website to facilitate information sharing on behalf of the SVRIP and related Network Participant communication; and 6.To jointly apply for state, federal and/or private funding grants for SVRIP through the implementation phase of the project; and 7. To enter into agreements with other governmental agencies to achieve interoperability: and 8. To pay for SVRIP travel and other related expenses approved by the Steering Committee. Authorization Each Network Participant is authorized by its respective governing body or Board of Directors to jointly exercise the Network Participant’s individual power as set forth herein. Steering Committee 1.a. Composition: (1)The Steering Committee shall consist of an odd number of members to allow for a clear majority vote. The following voting representatives shall be appointed from their respective associations on the Steering Committee: (a)A City Manager from the Santa Clarh County/Cities Managers’ Association; (b)A Fire Chief from the Santa Clara County Fire Chief’s Association; (c)A Police Chief from the Santa Clara County Police Chief’ s Association; (d)The Santa Clara County Executive or his or her designee; SVRIP JFA 2nd Amend 090804.doc Page 3 of 8 ATTACHMENT A (e) A Metropolitan Statistical Area Representative from the San Jose UASI; (g) A Data Project Director designated by a majority vote of the Steering Committee; (f) A Radio Project Director designated by a majority vote of the Steering Committee; (g) A representative from the Public Safety Communications Manager’s Association; (h) A Project Coordinator designated by a majority vote of the Steering Committee; (2) Ad hoc Members. The Steering Committee shall include the following non-voting Ad Hoc representatives: 1. Project Attorney(s) designated by the Steering Committee; 2.Finance Director or designee from the Network Participant serving as Fiscal Agent for the SVRIP; Public Information Officer (PIO) from a Network Participant agency, and designated by the Steering Committee, for coordinating media relations related to the SVRIP; and Other Network Participant agency staff as required and as determined by the Steering Committee 2. Voting. It has been the practice of the Steering Committee to act by consensus. In the event that the Steering Committee is not able to reach a consensus on an issue, a majority vote of the voting representatives shall be determinative. 3. Changes in Committee Membership. Any modifications to the composition of the Steering Committee will be determined by a majority vote of the Steering Committee. However, No voting representative position on the Steering Committee may be eliminated without the approval of the represented entity or association. The Steering Committee shall ensure that the Network Participants are notified Of changes in the Steering Committee membership. 4.Authority a. Delegation of Authority. Each Network Participant hereby grants the Steering Committee authority to act on behalf of the SVRIP to: (1) purchase professional services, and radio, computer or telecommunications hardware/software, other services or goods directly related to the SVRI2 as provided herein; (2) lease real property for housing project equipment or for office space; (3) purchase installation and/or maintenance services from individual Network Participant agencies or 3rd party vendors related to systems implemented as part of the SVRIP; (4) apply for state, federal and!or private alternative funding grants on behalf of the Network Participants for the SVR~; (5) participate in demonstration projects related to the SVRIP; (6) receive and spend any grant funding or other funding obtained on behalf of the SVRIP; (7) execute and administer any agreements that may be necessary to exercise the authority granted in this paragraph; (8) meet with state and federal governmental agencies and political representatives regarding the SVRIP; and (9) pay for SVRIP travel and project related expenses approved by the Steering Committee. b. Limitation. The Steering Committee is authorized to spend only those monies: (1) previously paid by each of the Network Participants under the March 5, 2002, Amended Santa Clara County SVRIP JFA 2nd Amend 090804.doc Page 4 of 8 ATTACHMENT A Data Communications Network Join~ Funding Agreement; and (2) any grant funding received by the SVRIP provided the funding is spent in accordance with any and all requirements of any applicable grant, purchasing or bidding regulations. D. Duties and Responsibilities of Fiscal Agent 1. Agency/Trust Account: A Network Participant shall serve as the Fiscal Agent for the SVRIP. The City of Mountain View currently serves as the Fiscal Agent for the SVRIP. The Fiscal Agent shall deposit all the payments it receives on behalf of the Network Participants, including any grant or alternative funding into an Agency/Trust Account. In lieu of an administrative fee for administering the account, no interest shall accrue to the account. The Steering Committee shall designate in writing three (3) Steering Committee members who have legal authority to approve invoice payment requests related to the SVRI1~. Upon receipt of written authorization from two (2) of the three (3) designated Steering Committee designees, the Fiscal Agent shall make payments on behalf of the Network Participants pursuant to an executed agreement with the. Network Participants. o Use of Funding: The Fiscal Agent shall only spend the monies received under this Agreement in accordance with section C.4 of this Agreement, upon receipt of an approved invoice from the Steering Committee, and in accordance with any applicable grant requirements or other regulations. Grant Reporting and Audit Requirements: The Network Participants shall be responsible for any reporting or audit requirements and related costs required for any grant funding received by the SVRIP. The Steering Committee shall coordinate any required reports or audit responses. The Fisca! Agent, and any other Network Participant, shall respond to any reasonable requests from the Steering Committee for information that may be required to comply with grant reporting or audit requirements. Accounting: Except as may be required by any applicable grant agreement, no more than twice per fiscal year and only upon receipt of written request from the Steering Committee, the Fiscal Agent will provide an accounting to the Steering Committee of the monies paid from the Agency/Trust Account pursuant to this Joint Funding Agreement. Term. This Agreement shall terminate upon written notice from the Steering Committee that the objectives of the SVRIP have been achieved. Such notice will include a plan for the disposition of all assets held on behalf of the Network Participants. Upon receipt of that notice, the Network Participants shall have thirty (30) days to register any objections in writing with the Steering Cormrfittee relating to this Agreement. Any Network Participant may withdraw from this Agreement effective at least one hundred twenty (120) days prior written notice to each of the other Network Participants. The Network Participants acknowledge that they have already received the maximum benefit of their financial contribution to the SVRIP and a Network Participant is not entitled to any reimbursement of its contribution upon withdrawal from the SVRIP. SVRIP JFA 2nd Amend 090804.doc Page 5 of 8 ATTACHMENT A F. Indemnification. Go In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the Network Participants pursuant to Government Code Section 895.6, the Network Participants agree that all losses or liabilities incurred by any Network Participant shall not be shared pro rata but instead each of the Network Participants agree that pursuant to Government Code Section 895.4, each of the Network Participants hereto shall fully indemnify and hold each of the other Network Participants, their officers, board members, employees and agents, harmless from any claim, expense or cost, damage or any liability arising out of the performance of this Agreement, payments or purchases made by the Fiscal Agent pursuant to the terms of this Agreement or the acts of the Steering Committee on behalf of the Network Participants. Notices. 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 Network Participants at the addresses set forth on the signature pages of this Agreement or at such other address as the Network Participants may designate in writing in a(cordance with this section. H. 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. Proper venue for legal action regarding this Agreement will be in the County of Santa Clara. I.Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid or unenforceable, the same will either be reformed to comply with the applicable law or stricken, if not so conformable, so as not to affect the validity or enforceability of this Agreement. SVRIP JFA 2nd Amend 090804.doc Page 6 of 8 ATTACHMENT A The Network Participants have caused this Amended Agreement to be executed by their duly authorized representatives. CITY OF CAMPBELL TOWN OF LOS GATOS Bernard Strojny, City Manager City of Campbell 70 North First Street Campbell, CA 95008 CITY OF CUPERTINO Debra Figone, Town Manager Town of Los Gatos 110 E Main Street Post Office Box 949 Los Gatos, CA 95031 CITY OF MILPITAS David Knapp, City Manager City of Cupertino 10300 Tol~e Avenue Cupel~ino, CA 95014 CITY OF GILROY Thomas Wilson, City Manager City of Milpitas 455 E. Calaveras Boulevard Milpitas, CA 95035 CITY OF MONTE SERENO Jay Baksa, City Administrator City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CITY OF LOS ALTOS Brian Loventhal, City Manager City of Monte Sereno 18041 Saratoga-Los Gatos Road Monte Sergno, CA 95030 CITY OF MORGAN HILL Phil Rose, City Manager City of Los Altos 1 North San Antonio Road Los Altos, CA 94022 TOWN OF LOS ALTOS HI~LLS Ed Tewes, City Manager City of Morgan Hill 17555 Peak Avenue Morgan Hill, CA 95037 CTY OF MOUNTAIN VIEW Maureen Cassingham, Town Manager Town of Los Altos Hills 25379 Fremont Road Los Altos Hills, CA 94022 Kevin Duggan, City Manager City of Mountain View 500 Castro Street Post Office Box 7540 Mountain View, CA 94039 SVRIP JFA 2nd Amend 090804.doc Page 7 of 8 CITY OF PALO ALTO ATTACHMENT A Frank Benest, City Manager City of Palo Alto 250 Hamilton Avenue Post Office Box 10250 Palo Alto, CA 94303 CITY OF SAN JOSE ¯CITY OF SARATOGA Dave Anderson, City Manager City of Saratoga 13777 Fmitvale Avenue Saratoga, CA 95070 SAN JOSE STATE UNIVERSITY Del B orgsdorf, City Manager City of San Jose 801 North First Street, Room 436 San Jose, CA 95110 CITY OF SANTA CLARA Andre Barnes, Chief of Police San Jose State University Police One Washington Squme San Jose, CA 95192 Jennifer Sparacino, City Manager City of Santa Clara 1500 Warburton Avenue Santa Clara, CA 95050 COUNTY OF SANTA CLARA Pete Kutras, Jr., County Executive Santa Clara County ¯70 West Hedding Street Eleventh Floor, East Wing San Jose, CA 95110 SOUTH SANTA CLARA COUNTY FIRE DISTRICT Steven Woodill, Fire Chief South Santa Clara County Fire District Protection 15670 Monterey street Morgan Hill, CA 95037 SANTA CLARA VALLEY WATER DISTRICT Stanley M. Williams, Chief Executive Officer Santa Clara Valley Water District 5750 Almaden Expressway San Jose, CA 95118-3614 SVRIP JFA 2nd Amend 090804.doc Page 8 of 8 ATTACHMENT B Silicon Valley Regional Interoperability Project Organization Chart Santa Clara County / Cities Managers’ Association ~ INetwork Participants t " ¯ , " Fire Chiefs AssociationPolice Chiefs ~0ciati0n I Executive Steering Committee Bernie Strojny, Steve Lodge, Bill Weisgenber, Jane Decker , Sheryl Contois, Cynthia Keehen, David Rc~schhuber, Gary Kirby, George Washburn Project Attorney ]annie Quinn~ Nountain View Executive Assistant Dana Lamb~rson, PAPD J E-Comm Microwave Project I Policy Committee LL Gary Kirby, Project Manager ]Asst Chief Ken Waldvogob Chair. San 3ose Police J Santa Clara County Fire PIO Jim Buchanan, SCPD Raymond Duncan Pr~ectManager NorthropGrumman 1 Data Technical Subcommittee bug Kiner, Mountain View PD, Chair Radio Technical Committee George Washburn, Milpitas Fire, Chair TO: ATTACHHENT C City of Palo Alto C ty Manager’s Report HONORABLE CITY COUNCIL 7 FROM:CITY MANAGER DEPARTMENT: POLICE DATE:JUNE 4, 2001 CMR:245:01 SUBJECT:APPROVAL OF JOINT FUNDING AGREEMENT IN THE AMOUNT OF $19,500 FOR PROFESSIONAL SERVICES RELATED TO COUNTYWIDE RADIO INTEROPERABILITY AND PUBLIC SAFETY DATA COMMUNICATIONS NETWORK PROJECT REPORT IN BRIEF Public safety agencies in Santa Clara County have been confronted with a number of performance issues that impact the delivery of timely and quality law enforcement, fire and emergency medical services throughout the County. In 1998, at the direction of the City Managers Association, leaders throughout the County began efforts to solve these problems. This report provides the Council with information on the countywide effort and details the scope of work being rendered under a professional services contract. Staff is recommending that Council approve the Joint Funding Agreement developed to establish the funding criterion for this project. CMR:245:01 Page 1 of 5 RECOMMENDATION Staff recommends that the Council authorize the City Manager to execute a Joint Funding Agreement with other Santa Clara County cities to fund a professional services contract with William L. Doolittle & Associates for the purpose of establishing a Radio Interoperability and Public Safety Data Communications network at a cost to the City of $19,500. BACKGROUND Public safets) agencies in Santa Clara County have been confronted with a number of performance issues over the past few years associated with the inefficient and untimely exchange of information, a lack of inter-agency field communication, and unnecessarily long call processing times. These limitations severely impact the delivery of timely and quality law enforcement, fire and emergency medical services throughout the County. In 1998, at the direction of the Santa Clara County/Cities Managers’ Association, the Santa Clara County Police Chiefs, Fire Chiefs and Communications Managers formed two working groups to study interoperability issues for two.projects: voice radio and data communications. The working groups include representatives from law enforcement and fire agencies from Palo Alto, Mountain View, Sunnyvale, Santa Clara, County of Santa Clara, Campbell, Morgan Hill, Milpitas, Gilroy, Los Gatos, Monte Sereno, Los Altos, Los Altos Hills, San Jose, Saratoga, San Jose State University, South S~nta Clara County Fire District and the Santa Clara Valley Water District. The City of Palo Alto is taking a leadership role, by serving as Director for the project. The working groups identified a number of potential solutions that could assist a single agency, or agencies that bordere~l each other, but none of the solutions provided for a comprehensive approach that could meet the collective need to share information and communicate with each other, regardless of jurisdictional boundary. In June 2000, the City of Mountain View issued a Request for Proposal (RFP) on behalf of the participating agencies soliciting professional services for the Public Safety Data Communications Network portion of the project. This network would "virtually" link all the public safety agencies in the County and .provide the capability for information exchange ~nd dispatch monitoring capability. Nine (9) proposals were received and ranged in cost from $250,000 to $1.3 million. After careful screening and very detailed presentations by the three finalists, William L. Doolittle & Associates, Inc., was selected for the project. CMR:245:01 Page 2 of 5 In October 2000, the Radio Interoperability Work Group completed its conceptual design for a system that would patch radio equipment between agency ’ dispatch centers and enhance radio communication. The final design connected audio from any radio channel or frequency to other agencies via high-speed phone lines and data connectors and allowed field users to communicate without requiring them to change radio channels in the field during an emergency incident. It was at this time the discovery was made that the conceptual design for the proposed voice network could also serve as a data network. Discussions were held with William Doolittle & Associates and the Managers Association regarding the efficiencies and economies of integrating both projects. The decision to merge these two projects and form a single Radio Interoperability/ Public Safety Data Communications project was approved by the Managers Association. A Communications Steering Committee was established to serve as an oversight committee for the project. A copy of the organizational structure for the project is provided in Attachment A. DISCUSSION Participation on the Radio Interoperability/Public Safety Data Communications Network Project serves a great benefit to the City of Palo Alto. By partnering with other local municipalities, Palo Alto’s Police and Fire Departments will reap the benefit of information gained through this project and minimize the financial impact on the City budget. Ensuring that Palo Alto Police and Fire personnel can seamlessly communicate in the field during an emergency, without interruption and regardless of jurisdiction, has a profound public safety benefit. Any delay or interruption of critical field communication can have serious consequences. Communications problems associatedwith such high profile disasters as the Oklahoma bombing and the Columbine School incident has brought this issue to the forefront of public safety on the national level. These examples illustrated the problems associated with numerous agencies being unable to easily communicate with each other during response and aftermath. To facilitate the funding of this project, a Joint Funding Agreement (JFA) was drafted to outline the terms and conditions for the partnership of the Nineteen (19) Participating Agencies (Attachment B). Each participant, regardless of jurisdiction size, is funding an equal portion of the cost for this project. In addition, a negotiation with William L. Doolittle & Associates was conducted and CMR:245:01 Page 3 of 5 a Professional Services Agreement (PSA) was completed. A copy of the PSA and Scope of Work for the Project is provided in Attachment C. These agreements (professional services and JFA) cover the first two phases of thiS. project. During Phase I of the project, Doolittle & Associates will collect information on existing public safety systems (hardware and software), mutual or automatic aid agreements between jurisdictions, current and future technology projects and other relevant data from each of the participating agencies. Using information gathered in Phase I, Phase II will provide recommended solutions for solving the Radio Inter0perability and Data Communications Network issues. At the end of Phase II, Doolittle & Associates will provide each of the participating .agencies with a final report detailing the recommended alternatives. A "cafeteria style" approach has been requested which will provide options that best meet the needs of individual jurisdictions and the collective group of public safety organizations as a whole. After review of the Phase II final report, decisions can be made regarding the funding and implementation of Phase III of this project. Phase III will cover the purchase and installation of the network by individua! agencies and!or collectively as part of participating agencies. If a decision were made to move forward collectively, additional professional services agreements and a more formalized Joint Powers Authority (JPA) would be required. RESOURCE IMPACT The total cost of Phase I and Phase II of the Radio Interoperability and Public Safety Data Communications Network project is $370,490. As an equal partner in the JFA, Palo Alto’s share of the $370,490 project cost is $19.,500. Funding for this project is provided in the Police Department’s Fiscal Year 2000-01 operating budget. No additional appropriation of moniesby the City Council is required at this time. POLICY IMPLICATIONS This agreement is consistent with existing City policy. TIMELINE The timeline to complete Phase I and Phase II of this project is approximately 57 weeks. CMlt:245:01 Page 4 of 5 ENVIRONMENTAL REQUIRED Any environmental impact under the California Environmental (CEQA) will be determined in subsequent phases of the project. Quality Act ATTACHMENTS Attachment A: Attachment B: Attachment C: Project Team Organization Structure Santa Clara County Data Radio and Communications Network Joint Funding Agreement Professional Services .Agreement, William L. Doolittle & Associates PREPARED BY: DEPARTMENT HEAD: Technical Services Coordinator PAtrICK DWYER ~’ Chief of Police CITY MANAGER APPROVAL: EMII~Y-HARRISON Assistant City Manager C1VIR:245:01 Page 5 of 5 Attachment B SANTA CLARA COUNTY DATA AND RADIO COlVIMUNICATIONS NETWORK JOINT FUNDING AGREEMENT This Joint Funding Agreement ("Agreement") is made by and between the Cities ofCampbell, Cupertino, Gilroy, Los Altos, Los Altos Hills, Los Gatos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Pale .Alto, San Jose, Santa Clara, Saratoga, Sunnyvale, South Santa Clara County Fire District, County of St,; ~ : Clara, San Jose State University and the Santa Clara Valley Water District. Recitals WHEREAS, the Santa Clara County/Cities Managers’ Association has established a Santa Clara County Data and Radio Communications Task Force for the purpose of creating county wide radio interoperability and a public safety radio and data communications network to enable the real time exchange of event and resource data between automated and nonautomated Public Safety Commurtications Centers within Santa Clara County to improve public safety and emergency services by enhanc~mg field communications during emergencies and reducing response time c)f emergency resources ; and WHEREAS, the cities, of Campbel!, Cupertino, Gilroy, Los Altos, Los Altos Hills, Los Gatos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara,. Saratoga, Surmyvale, South Santa Clara County Fire District, County of Santa Clara, San Jose State University and the Santa Clara Valley Water District (individually referred to as ’%letwork Participant" and collectively "Network Participants") all desire to contract with a single consultant to design county wide radio interoperability and a public safety radio and data communications network system that can be implemented in each of their respective agencies at a significant cost savings to each Network Participant; and WHEREAS, thro.ugh a competitive bid process, the Santa Clara County/Cities Managers Association has selected consultant William J. Doolittle and Associates, Inc. to conceptually design and develop an implementation strategy for county wide radio interoperability and the public safety radio and data communications network; NOW THEREFORE, each Network Participant agrees as follows: Purpose ¯ In accordance with California Government Code Section 6502, the purpose of this Agreement is to jointly exercise the contracting power of all the public agencies that are Network Participants to this Agreement to retain the professiona! services of William L. Doolittle and Associates, Inc. (hereinafter referred to as DOOLITTLE) to conceptually design and develop an implementation strategy for countywide radio interoperability and a public safety radio and data communications network and realize a significant cost savings. Authorization Each Network Participant is authorized by its respective governing body orBoard of Directors to . enter into this Agreement to jointly exercise each Network Participant’s individual power to retain the services of DOOLITTLE for the sole purpose of conceptually designing and developing an implementation strategy for countywide radio interoperability and a public safety radio and data communications network. Ct Agreement for Professional Services Through a formal bid process, the Santa Clara County/Cities Managers’ Association selected DOOL1TTLE’s bid for the conceptual design and development of an implementation strategy for " county wide radio interoperability and a public safety radio and data commumcations network for Three Hundred and Seventy Thousand and Four hundred and Ninety Dollars ($370,490). A copy of the professional services agreement, including DOOLITTLE’S scope of work is attached hereto as Attachment "A". D. Communications Steering Committee Eo Delegation of Power: Each Network Participant hereby delegates to the Co~tions Network Steering Committee its individual power to (1) execute the professional services agreement with DOOLITrLE attached as Exhibit"A" in the name of the Network Participants and (2) the ability to administer the agreement, including, but not limited to the power to authorize payment for services rendered under the agreement and the power to terminate the agreement on behalf of all Network Participants. 2.Composition: The Communications Network Steering Committee shall consist of the following five (5) representatives appointed from their respective associations: . a.A City Manager from the Santa Clara County/Cities Managers’ Association; b.A Fire Chief from the Santa Clara County Fire Chiefs Association; c.A Police Chief from the Santa Clara County Police Chiefs Association; and d.Two representatives from the Public Safety C0mrnunicafions Managers Association o Pr0iect Director: For purposes of this Agreement, the Tectmical Services Coordinator for the Palo Alto Police Department and the Manager of Technical Services Bureau for the Sunnyvale Department of Public Safety shall be designated the Project Directors’. The Communications Network Steering Committee is authorized to appoint a different member as Project Director provided that written notice is given to the Network Participants and DOOLITTLE. Funding 1. Proportionate Share of Funding. Each Network Participant shall share the expense for DOOLITTLE’S professional services equally. The amount of each Network Participant’ s share shall be Nineteen Thousand Four Hundred and Ninety-Nine Dollars and Forty-seven cents ($19,499.47). This amount was derived by dividing the total amount due for DOOLITTLE’S services under the attached professional services agreement by nineteen (19), which is the total number of the Network Participants. 2.Pa,/rnent Due Date: Each Network Participant shall make no more than two payments to the City of Mountain View. Fifteen Thousand Dollars ($15,000.00) is due no later than June 30., 2001 and the balance of Four Thousand Four Hundred and Ninety-nine Dollars and forty-seven cents ($4,499.47) must be received by the City of Mountain View no later than December 3 !, 2001. Payments shall be made payable to the City 0f Mountain View and sent to the attention of the Finance Department, 500 Castro Street, P.O. Box 7540, Mountain View, CA 94039. 3.Agency/Internal Trustee Account: The City of Mountain View shall deposit all the payments it receives from the Network Participants into an Agency/Internal Trustee Account. In lieu of an administrative fee for administering the account, no interest shall accrue to the account. Upon receipt of written authorization from the Communications Network Steering Committee or its designee, the City of Mountain View shall make progress payments to DOOLITTLE on behalf of the Network Participants for services rendered to conceptually design and develop an implementation strategy for a county wide punic safety radio and data communications network. Use of Funding: The City of Mountain View shall use any monies received under this agreement for the sole purpose of paying DOOL1TTLE for professional servicesrendered pursuant to the agreement attached as Attachment "A" and only upon written authorization of the Communications Network Steering Committee. or its designee Accounting: No more than twice per fiscal year and only upon receipt of written request fromthe Communications Network Steering Committee, Be City of Mountain View will provide an accounting of the monies paid from the Agency/intefiaal Trustee Account to DOOLITTLE for professional services rendered, the account balance and supporting documentation to the Communications Network Steering Committee. Disposition of Ansr Remaining Funds: If funds totaling One Hundred Dollars ($100.00) or more remain in the agency account when the professional s.ervices agreement is terminated, then the City of Mountain View shall pay each Network Participant its proportionate share of the amount .remaining. Indemnification In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the Network Participants pursuant to Government Code Section 895.6, the Network Participants agree that all losses or liabilities incurred by any Network Participant shall not be shared pro rata but instead each of the Network Pm-ticipants agree that pursuant to Government Code Section 895.4, each of the Network Participants hereto shall fully indemnify and hold each of the other Network Participants, their officers, board members, employees and agents, harmless from any claim, expense or cost, damage or any liabilityarising out of the performance of this Agreement, payments made by the City of Mountain View to DOOLITTLE or the acts of the Communications Network Steering Committee. Notices All notices required by this Agreement wi!l 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 Network Participants atthe addresses set forth on the signature pages of this Agreement or at such other address as the Network Participants may designatein writing in accordance with this section. 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. Proper venue for legal action regarding this Agreement will be in the County of Santa Clara. Severability If any prowsion of this Agreement is found by a court of competent jurisdiction to be yoid, invalid or unenforceable, the same will either be reformed to comply with the applicable law c~r stricken, if not so conformable, so as not to affect the validity or enforceability of this Agreement. The Network Participants have caused this Agreement to be executed by their duly authorized representatives. CITY OF CAMPBELL TOWN OF LOS GATOS Bernard Strojny, City Manager City of Campbell 70 North First Street Campbell, CA 95008 CITY OF CUPERTINO David Knapp, City Manager City of Cupertino 10.300 Torte Avenue Cupertino, CA 95014 CITY OF GII.ROY Jay Baksa, City Administrator City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CITY OF LOS ALTOS Debra Figone, Town Manager Town of Los Gatos 110 East Main Street Post Office Box 949 Los Gatos CA 95031 CITY OF MILPITAS Tom Wilson, City Manager City of Milpitas 455 East Calaveras Boulevard Milpitas, CA 95035 CITY OF MONTE SERENO Brian Loventhal, City Manager City of.Monte Sereno 18041 Saratoga-Los Gatos Road Monte Sereno, CA 95030 CITY OF MORGAN HILL phil Rose, City Manager City of Los Altos 1 North San Antonio Road Los Altos, CA 94022 TOWN OF LOS ALTOS HILLS Ed Tewes, City Manager City of Morgan Hill 17555 Peak Avenue Morgan Hill, CA 95037 CITY OF MOI..rNTAIN VIEW Maureen Cassingham, Town Manager Town of Los Altos Hills 25379 Fremont Road Los Altos Hills, CA 94022 Kevin Duggan, City Manager City of Mountain View 500 Castro Street Post Office Box 7540 Mountain View, CA 94039 4 CITY OF PALO ALTO COUNTY OF SANTA CLARA Frank Benest, City Manager City of Palo Alto 250 Hamilton Avenue Post Office Box 10250 Palo Alto, CA 94303 CITY OF SAN JOSE Richard Wittenberg, County Executive Santa Clara County 70 West Hedding Street Eleventh Floor, East Wing San Jose, CA 95110 SAN JOSE STATE UNIVERSITY Del Borgsdorf, City Manager City of San Jose 801 North First Street, Room 436 San Jose, CA 95110 CITY OF SANTA CLARA Jennifer Sparacmo, City Manager City of Santa Clara 1500 Warburton Avenue Santa Clara, CA 95050 CITY OF SARATOGA Dave Anderson, City Manager City of Saratoga 13777 Fruitvale Avenue Saratoga, CA 95070 CITY OF SUNNYVALE RicAbeyta, Chief of Police San Jose State University Police One Washington Square San Jose, CA 95192 SOUTH SANTA CLARA COUNTY FIRE DISTRICT Steven Woodill, Fire Chief South Santa Clara County Fire District 15670 Monterey Street Morgan Hill, CA 95037 SANTA CLARA VALLEY WATER DISTRICT Signature Bob LaSala, City Manager City of Sunnyvale 456 West Olive Avenue Post Office Box 3707-94088 Sunnyvale, CA 94086 Name & Title Santa Clara Valley Water District 5750 Almaden Expressway San Jose~ CA 95118-3614 Attachment C AGREEMENT BETWEEN NETWORK PARTICIPANTS AND WILLIAM L. DOOLITTLE & ASSOCIATES, INC. FOR PROFESSIONAL SERVICES RELATED TO RADIO INTEROPERABILITY AND PUBLIC SAFETY DATA COMMUNICATIONS NETWORK PROJECT This.Kgre~ment is dated for identification this 26 day of April 2001 .and is made by and between the cities of Campbell, Cupertino, Gilroy, Los Altos, Los Altos Hills, Los Gatos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, Saratoga, Sunnyvale~ South Santa Clara County Fire District, County of Santa Clara, and San Jose State University (hereinafter ’2qETWORK PARTICIPANTS") and WILLIAM L. DOOLH’TLE & ASSOCIATES, Inc. whose address is 233 Wilshire Boulevard, Suite 400, Santa Monica, California 90401-1214 (hereinafter "CONSULTANT"). RECITALS WHEREAS, the Santa Clara County/Cities Managers’ Association has established a Sanfa Clara County Data and Radio Communications Task Force for the purpose of creating a county wide radio interoperability and public safety radio and data communications network to enable the real time exchange of event and resource data between automated and nonautomated Public Safety Communications Centers within Santa Clara County to improve public safety and emergency services by enhancing field communications during emergencies and reducing response time of emergency resources; and WHEREAS, the cities of Campbell, Cupertino, Gilroy, Los Altos, Los Altos Hills, Los Gato.s, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara,Saratoga, Sunnyvale, South Santa Clara County Fire District, County of Santa Clara, and San Jose State University (individually referred to as ’%rETWORK PARTICIPANT" and collectively "NETWORK PARTICIPANTS") all desire to contract with a single consultant to design a eountywide radio interoperability and public safety radial and data communications network system that can be implemented in each of their respective agencies, at a significant cost savings to each Network Participant; and WHEREAS, through a competitive bid process, the Santa Clara County/Cities Managers’ Association has selected CONSULTANT to conceptually design and develop an implementation strategy for the county wide radio interoperability and public safety radio and datacommunications, network; and WHEREAS, NETWORK PARTICIPANTS desireto retain the services of CONSULTANT to provide professional services; and WHEREAS, CONSULTANT is a qualified professional capable of providing the certain professional services, which NETWORK PARTICIPANTS seek; and WHEREAS, NETWORK PARTICIPANTS have executed a joint funding agreement authorizing a Communications Network Steering Committee consisting of a City Manager from the Santa Clara County/Cities Managers’ Association; a Fire Chief from the Santa Clara County Fire Chiefs Association; aPolice Chief from the Santa Clara County Police Chiefs Association; and two representatives from the Public Safety Communications Manager’s Association to act on its behalf to execute and administer a professional services agreement with CONSULTANT. NOW, THEKEFORE, .in consideration of the recitals and mutual promises contained herein, NETWORK PARTICIPANTS do hereby engage CONSULTANT, and CONSULTANT agrees, to perform the services set forth herein in accordance with the following terms and conditions. 1.Description of Services. CONSULTANT shall provide the services outlined in attached Scope of Work, Radio Interoperability and Data Communications Network, Attachment A. 2.Schedule and Term. The schedule for performing said services shall be completed no later than June 30, 2002. 3..Compensation. Total compensation for providing services under this Agreement, including expenses shall not exceed Three Hundred Seventy Thousand Four Hundred Ninety Dollars ($370,490). Funding. Pursuant to a Joint Funding Agreement, each of the NETWORK PARTICIPANTS. has appropriated its proportionate share of the total compensation due under this Agreement for CONSULTANT’s services.. These funds wi!l be paid to the City of Mountain View (hereinafter "CITY") who will deposit these funds into an agency account. 5.D~liverables. Agreement Deliverables are identified in Attachment A and enumerated in Attachment B. All Deliverables shall.be deemed submitted by CONSULTANT as of the date of receipt by the NETWORK PARTICIPANTS. 6.Communications SteerinR Committee, Powers: Under a Joint Funding Agreement (Attachment C), each of the NETWORK PARTICIPANTS has delegated its power to execute this professional services agreement to the Communications Network Steering Committee, (hereinafter "STEERING COMMITTEE"). The authority of the STEERING COMmiTTEE includes, but is not limited to, the power to authorize payment for services rendered under this Agreement and the power to terminate -this Agreement on behalf of all NETWORK PARTICIPANTS. No Members: The Communications Network Steering Committee consists of a City Managerfrom the Santa Clara County/Cities Managers’ Association; a Fire Chief from the Santa Clara County Fire Chiefs Association; a Police Chief from the Santa Clara County Police Chiefs Association; and two representatives from the Public Safety Communications Manager’s Association who shall serve as Project Directors’ (under this Agreement). 7. Authorization of Patcnent. STEERING COMMITTEE shall review the invoice and verify the submittal of each of the Deliverables due for the progress payment within five (5) business days of receipt of CONSULTANT’S invoice. Upon receipt of written authorization from STEERING COMMITTEE, CITY will make progress bayments flom the agency account to CONSULTANT in accordance with Attachment B within 21 days of receipt of authorization. Final Phase Reports. Upon receipt of Deliverables 44 (final Phase I report) and 53 (final Phase I1 report), the STEERING COMMITTEE shall review each of the proposed reports and within five (5) calendar days, notify CONSULTANT in writing that of either its acceptance of the repoI~ as ¯submitted or request ask for additional amendments and/or items of clarification from 8. CONSULTANT. NETWORK PARTICIPANTS may withhold the progress payments for each of these two Deliverables until it accepts the final phase report. 10. Ownership 0fWork Product. All Deliverables of CONSULTANT that result from this Agreement are the exclusive property of NETWORK PARTICIPANTS. NETWORK PARTICIPANTS and CONSULTANT intend that such-Work Product be deemed "work made for hire" of which NETWORK PARTICIPANTS will be deemed the. author. CONSULTANT. hereby irrevocably ’ assigns to NETWORK PARTICIPANTS all of its right, rifle, and interest in and to any and all of the ’ Work Product, whether arising from copyright, patent, trademark, trade secret, or any .other state or ¯ federal intellectual property law or docm.’ne. CONSULTANT will execute such further documents and instruments as NETWORK PARTICIPANTS may reasonably request in order to fully vest such rights in NETWORK PARTICIPANTS.. CONSULTANT forever waives any and all rights relating to the Work PrOduct, including without limitation, any and all rights under 17 USC 106A or any other rights of identification of authorship or rights of approval, restriction or limitation on use o( subsequent modification. Work Papers. "Work Papers" are defined as those hand-written or electronic notes, tables, draft documents, electronic files, images, sketches, drawings, presentations or other original tnaterial developed or created by CONSULTANT or its subcontractors during the course of performing Work under this Agreement. Work Papers include those materials provided by NETWORK PARTICIPANTS. to support the analysis and conclusions of CONSULTANT. All Work Papers developed under this agreement are the property of CONSULTANT and their respective subcontractors who will have the right to maintain copies of all doguments provided by NETWORK PARTICIPANTS and its participating agencies. CONSULTANT will maintain Work Papers for a period of three years after final acceptance of the work described in this agreement. CONSULTANT will provide access to NETWORK PARTICIPANTS upon request during normal business hours at CONSULTANT primary place of business. CONSULTANT retains the right to determine the format and storage media for Work Papers and all other materials developed during this Agreement. Independent Contractor. It is agreed that CONSULTANT is an independent Contractor, and all persons working for or under the direction of CONSULTANT or CONSULTANT’s agems, servants and employees, and said persons shall not be deemed agents, servants or employee’s of NETWORK PARTICIPANTS. 11.NETWORK PARTICIPANTS hereby acknowledge and approve the following subcontractors to CONSULTANT. 12. GARY E. BOYD & ASSOCIATES, INC. 15540 Woodcrest Drive Sherman Oaks, CA 91403 ENTERPRISE MANAGEMENT SOLUTIONS, INC. 18663 Ventura Blvd., Suite 232 Tarzana, CA 91356 Successors and Assi~as. Neither this Agreement nor any duties or obligations under this Agreement may be assigned without prior written consent by NETWORK PARTICIPANTS. 13.¯.Applicable Laws and Attorney’s Fees. This Agreement shall be construed and enforced pursuant to ¯ the laws of the State of California. Should any legal actionbe brought by a party for breach of this. Agreement.e ~’o enforce any provisos",::: herein, the prevailing pa, r~ of such action shall be entitled to reasonable a~ ;.meys’ fees, court cos~ and such other costs as :: -:7! be fixed by the court. 14.Cooperation of NETWORK PARTICIPANTS. NETWORK PARTICIPANTS agree to comply with all reasonable requests of CONSI~TANT and to provide access to all documents reasonably ¯necessary to the performance of CONSULTANT’s duties under this Agreement. 15. Insurance. Commercial General Liability/Automobile Liability Insurance. CONSULTANT shall obtain Commercia! General Liability insurance and Automobile Liability insurance m the amount of One Million Dollars ($1,000,000) per occurrence. If a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit shall be twice the required occurrence limit. CONSULTANT’.s insurance coverage shall be written on an occurrence basis. b.Professiona! Liability Insurance. CONSULTANT shall obtain Professional Liability insurance in the amount of One Million Dollars ($1,000,000) per claim. c.Workers’ Compensation Insurance. CONSLrLTANT shall obtain statutory Workers.’ Compensation insurance and Employer’s Liability insurance in the amount of One Million Dollars ($1,000,000) per accident. eo Acceptability of Insurers. Insurance is to be placed With insurers with a current Best Rating of A VII unless otherwise acceptable to NETWORK PARTICIPANTS. Verification of Coverage. Insurance, deductibles or self insurance shall be subject to the approval of the NETWORK PARTICIPANTS. Original Certificates of Insurance with endorsements shall be received and approved by NETWORK PARTICIPANTS before work commences, and insurance must be in effect for the duration of the Agreement. The absence of insurance or a reduction of stated limits shall cause all work on the project to cease. Any delays shall not increase costs to NETWORK PARTICIPANTS or increase the duration of the project. 16. Other Insurance Provisions. a.NETWORK PARTICIPANTS, their respective officers, officials, employees and volunteers are covered as additional insured by Endorsement CG 20 10 11 85 for Commercial General and Automobile Liability coverage. b.For any claims related to this project, CONSULTANTInsurance coverage shall be primary and any insurance or self-insurance maintained by NETWORK PARTICIPANTS, their respective officers, officials, employees and volunteers shall not contribute to it. c.Each insurance policy required shall be endorsed that a thirty (30) day notice be given to NETWORK PARTICIPANTS in the event of cancellation or modification to the stipulated insurance coverage. - 4 17. 18. 21. 23., do In the event CONSULTANT employs subcontractors as part of the work covered by this Agreement, it shall be the responsibility of CONSULTANT to ensure that all subcontractors comply with the same insurance requirements that are stated in this Agreement., Hold Harmless. CONSULANT shall defend~ indemnify and hold NETWORK PARTICIPANTS, its officers, employees and agents harmless from any liability for damage or claims of same, including but not limited to personal injury, property damage and death, which may arise from CONSULTANT or CONSULTANT’s contractors, subcontractors, agents or employees’ operations under this Agreement.. NETWORK PARTICIPANTS shall cooperate reasonably in the defense of any action, and CONSULTANT shall employ competent counsel, reasonably acceptable to NETWORK PARTICIPANTS. Reliance Upon Professional Skill. It is mutually agreed by the parties that NETWORK PARTICIPANTS are relying upon the professional skill of CONSULTANT, and CONSULTANT represents to NETWORK PARTICIPANTS that its work shall conform to generally recognized professional standards in the industry. Acceptance of CONSULTANT’s work by the NETWORK PARTICIPANTS does not operate as a release of CONSULTANT’s said representation. Amendment. This Agreement may be amended by written instrument signed by both parties. Inconsistent Terms. If the attachments or. extfibits to this Agreement, if any, are inconsistent with this Agreement, this Agreement shall control. Entire Agreement. This Agreement contains the entire understanding between the parties with respect to the subject matter herein. There are no representations, agreements or understandings (whether oral or written) between or among the parties relating to the subject matter of this Agreement which are not fully expressed herein. If the attachments or exhibits to this Agreement, if any, are inconsistent with this Agreement, this Agreement shall control. Termination. NETWORK PARTICIPANTS may terminate this Agreement at any time by providing thirty (30) days advance written notice toCONSULTANT. In the event that NETWORK PARTICZPANTS terminate this Agreement and a progress payment is pending, CONSULTANT shall complete all Deliverables shown in Attachment B due for that progress payment. For purposes of this section, a progress payment is pending if CONSULTANT has commenced work on the deliverables due for that progress payment. Upon satisfactory completion of all of the deliverables required for the pending progress payment, NETWORK PARTICIPANTS agree to pay .CONSULTANT the entire amount of.the progress payment. However, CONSULTANT shall not commence work on any of the deliverables shown on Attachment B for a future progress payment following receipt of notice of termination. 24.Forc~ Mal cure. Neither NETWORK PARTICIPANTS nor CONSULTANT will be held responsible for delay or default caused by fire, riot, earthquake, acts of God, or war where such cause was beyond the reasonable control of NETWORK PARTICIPANTS or CONSULTANT, respectively. CONSULTANT, will, however, make alt reasonable efforts to remove or eliminate such a cause of delay, or default and will, upon the cessation of such cause, diligently pursue performance of its obligations under this Agreement. 25.Nondiscrimination. CONSULTANT shall afford equal employment oppommities for all persons without discrimination because of race, color, religion, sex, sexual orientation, political affiliation, national origin, ancestry, age, marital stares, or physical or mental disability. 26.Notices. Any notice required to be given to CONSULTANT shall be deemed to be duly and properly given if mailed to CONSULTANT; postage prepaid, addressed to: Mr. William L. Doolittle, President William L. Doolittle & Associates, Inc. 233 Wilshire Boulevard, Suite 400 Santa Monica, CA 90401-1214 or personally delivered to contact at such address or at such other addresses as CONSULTANT may designate in Writing to NETWORK PARTICIPANTS. Any notice required to be given to NETWORK PARTICIPANTS Shall be deemed to be duly and properly given to NETWORK PARTICIPANTS, postage prepaid, addressed to: Ms. Sheryl A. contois Technical Services Coordinator Palo Alto Police Department 275 Forest Avenue Palo Alto, CA 94301 or Ms. Laura A. Phillips Manager, Technical Services Bureau Sunnyvale Department of Public Safety 700 All American Way Sunnyvale, CA 94086 or personally delivered to NETWORK PARTICIPANTS at such address or at such other addresses as NETWORK PARTICIPANTS. may designate in writing to CONSULTANT. Alternative Dispute Resolution. Prior to initia~ng any formal legal action arising out of this Agreement, the Parties agree to consider alternative forms o£ dispute resolution, such as mediation. IN WITNESSS WHI~REOF, this Agreement is executed by NETWORK PARTICIPANTS and by CONSULTA_N]?, APPROVED AS TO FORM:’2q-ETWORK PARTICIPANTS" e Quinn, Cit~ of lv~tm~in View sst, City Attorney Robe~(’~o-~-~e, City of Mountain View Finance and Administrative Services Director SANTA CLARA COUNTY/CITIES MANAGER’S ASSOCIATION BY: Bernard Strojny SANTA CLARA COUNTY FIRE CHIEF’S ASSOCIATION BY: Ernest Kraule Fire ~:~’f,~ ~-arato~a Fire )r’oteetion District PUBLIC SAFETY COlVllVIUNICATIONS MANAGER’S ASSOCIATION BY: Laura A, Phillips "CONSULTANT" WILLIAM L. DOOLITTLE AND ASSOCIATES, INC. BY: WilliamL. Doolittle Sunns~vale Department of Public Safety SANTA CLARA COUNTY POLICE CHIEF’S ASSOCIATION BY: Michael Maehler President BIN 95-4770253 Chief of Police, Moufitain View PUBLIC SAFETY COlVfMUN-ICATIONS ¯ MANAGER’S ASSOCIATION BY: Sheryl A. Contois ’ Palo Alto Police Department -7- ATTACHNIENT A - SCOPE OF WORK Radio Interoperability Task 1. Conduct Kick Off Meeting - During this task, wc would conduct an initial project meeting with tile Radio Lnteroperabilit) Task Force. We would look to this Task Force to provide direction to our activities, review Deliverables, and provide feedback on our conclusions and recommendations. During this meeting, we would discuss and confirm the project organization, goals, scope of the consulting work, our approach and Deliverables, and Status Reporting methodology. Deliverables: 1.Draft Project Status Reporting. Package 2.Task Force Meeting Calendar 3.Interview (Agency Contact) List Task 2. Complete Review of Background Material - In this task, we would review minutes of prior Task Force meetings, additional reports and any available studies reflecting prior work on interoperability within Santa Clara County. We would solicit this material from the following entities: City of Campbell City of Cupertino City of Gilroy City of Los Altos. City of Los Altos Hills City.of Los Gatos City.of Milpitas City 0fMonte Sereno City of Morgan Hill City of Mountain View City of Palo Alto City of San Jose City of Santa Clara City of Saratoga Fire San Jose State University Santa Clara Count?" California Emergency Medical Services Authority A-1 Attachment A - Professional Services Agreement 26 April 2001 California Office of Emergency Services Sunnyvale Department of PublicSafety South Santa Clara County Fire District We would also request information from ’these agencies on existing radio communication systems within Santa Clara County, including any plans for near-term enhancements to these systems. Our review would also include any existing operational or-mutual aid communications plans and agreements within the County. Deliverables: 4.Interview and Meeting Agendas 5.Documents Requested and Reviewed 6.Interviews Conducted 7.Meeting Minutes 8.Current System Profiles Task 3. Def’me Needs and Requirements - For Task 3, we would define the needs for inter-agency voice radio interoperability. Working primarily with the Task Force, we would identify the broad areas of interoperability requirements. We would supplement the Task Force information with interviews or focus group meetings with staff and management of the participating agencies, as appropriate. These requirements would include the identification of operational needs (at a minimum) for: System Coverage Talk Channels Channel Capacity S ecurity/Encryption Fixed (Dispatch) and Mobile Access We would also consider the needs for integration with extemal agency systems (i.e., adjacent counties). Our Deliverables would provide a profile of the types of inter-agency commumcations, including the identification of entities involved in the communications. These profiles would include an estimate of the anticipated utilization for each type of communication. We would ntilize the following (tentative) classifications: Emergency Dispatch Logistical Informational Deliverables: A-2 Attachmer~t A - Professional Services Agreement 26 April 2001 9. Interoperability Requirements 10, Communications Profile Task 4. Develop Alternatives Analysis - In this task, we would review and consider any prior studies and presentations of approaches to voice radio interoperability, including federal initiatives. Independently, we would also develop a list of potential alternatives to meeting the County’s needs for radio interoperability, with sufficient technical background to consider the degree of fit with local requiyements. Each profile would identify any additional parameters or assumptions, such as frequency licensing, inter-agency agreements, infrastructure, etc. With each of the pr.e~.f~.ed.-..atternatives, we would also identify an expected range of cost to implement each approach. To the extent possible, we would utilize the work in progress from the Public Safety Data Communications Network to evaluate the feasibility of common technological solutions. We would lead focused meetings of the Radio Interoperability Task Force to consider the advantages and disadvantages of each approach, and to assess the effectiveness of each approach to meeting agency needs. Deliverables: 11.Meeting Agendas 12,Meeting Minutes 13.Analysis of Alternatives 14.Alternatives Matrix Task 5. Compile Recommendations - In Task 5, we would provide our independent recommendations as to the best alternative to meeting the County’s needs for voice radio interoperability. We would also provide our assessment as to the overall risk and critical success factors necessary to achieve the recommended approach. We would work with the Task Force to develop a consensus as to a final approach and specific Radio Interoperability recommendations before drafting a final report. Deliverables: 15. Draft Recommendations Task 6. Prepare Strategic Plan-For Voice Radio Interoperability - During Task 6, we would document the background of the radio interoperability initiativ.es, agency goals and objectives, consulting scope and methodology, assessment of alternatives, and interoperability recommendations in a strategic plan for radio interoperability. The plan would profile the existing systems, identify interoperability needs and requirements, describe the recommended approach, and provide a budget and schedule for implementation. This draft would be provided to the Radio Interoperability Task Force A-3 Attachment A - Professional Services Agreement 26 April 2001 for review and comment. Based on the Task Force input, we would develop a final of the Strategic Plan in electronic and hard copy formats. Deliverables: 16. Draft Radio Lnteroperability Strategic Plan 17. Final Radio Interoperability Strategic Plan A-4 Attachment A - Professional Services Agreement 26 April 2001 Public Safety Data Communications Network PHASE I - ANALYSIS OF REQUIREMENTS AND ALTERNATIVES This Phase includes the needs analysis of participating agency requirements, the development of technical alternatives, the evaluation of those alternatives, and recommendations as to the architecture of the dat.a communications network. Deliverables from this phase include timelines for implementation, identification of agency priorities for integration, and a cost analysis of alternatives. A comprehensive Phase I report is also provided encapsulating the work accomplished in this Phase. Task 7. Conduct Kick-Off Meeting - During this task, we would convene all introductory meeting with the Countywide Pubhc Safety Data Communications Network Task Force. The Task Force would provi~le direction to the Consultant’ s activities, review Dehverables, and assist with project logistics. We would work with the Task Force to identify those key agency individuals to be involved with the project from both an operational and a technical perspective. The Kick-Off meeting would ensure that the Task Force and individuals involved with additional tasks have a common foundation of the project objectives and the proposed planning approach. We would also present our project status reporting methodology for Task Force approval. In addition, we would set the schedule for the project’s continuing status meetings, project Deliverables and the Phase I and Phase II Final Report Delivery Dates. Deliverables: 18.Draft Project Status Reporting Package 19.Task Force Meeting Calendar 20.Project Timeline with Deliverable Milestones Task 8. Review Background Material - In Task 8, we would begin our review of the existing systems and operations. Our activities would include a review of documentation as well as interviews with technical staff from each Of the participating agencies. At this time, we understand the participating agencies will include the communications centers for the following jurisdictions: City of Campbell City of Cupertino City of Gilroy City of Los Altos A¸_5 Attachment A - Professional Services Agreement. 26 April 2001 City of Los Gatos City of Milpitas City of Monte Sereno City of Morgan Hill City of Mountain View City of Palo Alto City of San Jose City of Santa Clara City of Saratoga City of Sunnyvale San Jose State Univergity Santa Clara County South Santa Clara County Fire District Every interview would be preceded by an agenda and a list of questions to be addressed during the meeting, as well as a request for documentation. The documents to be reviewed would include descriptions of existing systems, system administration guides, mutual aid agreements, operational plans and dispatching procedures. As necessary, we would request further clarifying information from system vendors. We would then develop a comprehensive agency profile identifying exis.ting processing platforms, data communications infrastructure, public safety application sets, existing protocols, and available vendor interfaces. We would also become familiar with concurrent countywide projects, inclMing the radio interoperability project and the County’s emergency medical services Agreement. Deliverables: 21.Interview Agenda 22.Documents Requested 23.Interviews Conducted 24.Documents Reviewed 25.AgencyTechnical Profile 26:Concurrent Initiative Profile 27.Existing Systems Overview Task 9. Def’me Operational Needs .and Requirements - During this task, we would define the data communications network needs from an operational perspective. This would provide the foundation for definition of system requirements for system-to-system interfaces, including incident dispatching, station, alerting, mobile computing, automatic vehicle location, system status management,, inter-agency messaging, global status keeping, and others. Our project team would leverage our initial agency interviews to A-6 Attachment A - Professional Services Agreement 26 April 2001 capture the required information, but would convene additional interviews as necessary. This task would be accomplished primarily using one-on-one interviews, but focus groups and round table discussions would also be used. We would also consider the applicability and integration of other public safety agency application requirements, such as local criminal justice information systems, records management systems, office automation, and others.. Deliverables: 28. Operational Interface Requirements 29. Conceptual ApplicationModel Task 10. Develop Operational Model - In Task 10, we would develop a high level overview of how. the agencies would interact .through. the data communications network. This description would include the interaction between telephone and radio communications at dispatch centers,, mobile and vehicular .data, Records Management Sys.tems data transfers, AVL position reporting, geographic information systems, mapping displays, system status management, patient information to hospitals, and other application requirements. We would consider the impacts to non-automated entities, and contemplate alternatives to meeting those agency requirements. We would also consider and discuss the alternatives for the accumulation and reporting of management information, such as call for service statistics, response time performance, technical system performance, and others. This model would clarify the necessary timing and synchronization of inter-agency CAD data. This task would also explore the expansion of the Data Communications Network to incorporate other counties and private entities, such as emergency medical providers and hospitals. Deliverables: 30. Public Safety Data Communications Operational Model 31. Data Flow. and Entity Relationship Models Task 11. Identify Transaction Sets - During this task, we would define the transaction sets and data objects necessary to support implementation of an integrated CAD-to-CAD interface meeting the operational model defined in Task 10. We would define the specific transactions, provide descriptions of the data objects, define necessary standardization ::.nd synchronization for the obj ects, and the minimum data fields. In particular, we would identify that databases that will reqmre reconciliation and synchronization between the various agencies. These databases could include geographic data, incident descriptions, and data definition files. Deliverables: 32. System Interface Requirements A-7 _Attachment A - Professional Services Agreemen~ 26 April 2001 33. Integration Transaction Data Sets 34. Required Database Reconciliation Task 12. Identify Applicable Industry Standards - In task 12, we would identify and summarize any applicable industry technical standards. We would review the work of standards-setting bodies such as: American National Standards Institute (ANSI) intemet Engineering Task Force (IETF) Institute of Electrical and Electronic Engineers (IEEE) Association of Public-Safety Communications Officials (APCO) National Fire Protection Association (NFPA) National Institute of Standards and Technology (NIST) National Emergency Number Association (NENA) Software Engineering Institute (SEI) Telecommunications Industry Association (TIA) We would also identify any federal government agency recommendations for technology, integration and systems management, such as those published by the Department of Transportation, Federal Communications Commission, and the National Telecommunications and Information Administration. We would assess the existing standards and identify their-applicability to the current initiatives. We would also provide an overview and assessment of industry initiatives to develop public safety system interfaces, such as APCO Project 36, the Critical Incident Management Forum, and the CAD Consortium. Deliverables: 35. Profile of Existing Industry Standards and Initiatives 36. Industry Standards Assessment Task 13. Develop Conceptual Alternatives Analysis - In this task, we would profile the various alternative to meeting the needs defined in previous tasks. These would be provided in functional groupings to facilitate their discussion and considerationl These groupings could include Technical Approachesl System Administration, Implementation Priorities, Procurement, and others. We would initially identify the advantages and disadvantages of each approach for discussion. The likely timing, availability, and duration of each alternative would also be considered. Facilitating the Task Force discussions, we would work to achieve consensus on the preliminary evaluation, of the various approaches. We would also provide an independent risk analysis for each of the alternatives, identifying key implementation factors that are required for each approach to succeed. This analysis will include an initial order of magnitude estimate of the costs to implement each approach. The analysis of alternatives will likewise identify any discrete A-8 Attachment A - Professional Services Agreement 26 April 2001 agency differences to each approach considered. Initially, we would evaluate alternatives in the following general groupings: System Architecture Wide Area Network Technologies - Application Interface Protocols System Administration Deliverables: 37. Preliminary Analysis of Alternatives Task 14. Develop Administrative Model - In Task 14, we would analyze and present a discussion of the alternatives to an integrated systems administration and management " approach. We would utilize our fact finding in Task 8 and 9 to evaluate the options for centralized and distributed systems administration. We would consider (at a minimum) the following system administrative responsibilities: Security administration Database administration Network administration and performance monitoring Hardware management User account maintenance Documentation development and maintenance Training deve!opment and presentation System testing and update migration We would also discuss andconsider the opportunities for vendor-provided services, such as network administration and help desk functions. DeHverables: 38. Analysis of System Administration Alternatives 39. Proposed System Administration Model Task 15. Identify Desired Alternatives - During this task, we would utilize the - alternatives defmed in Tasks 13 and 14 to provide a refined decision-making model. We would provide estimates for each of the alternatives in the areas of one-time and recurring costs for hardware, software, .integration services, database clean up, contingency, and other cost factors. These budgetary costs would be presented in .ranges, leveraging our . experience in similar projects, our fact-finding with each agency’s current vendors, input from the participating agencies, and the results of our cost estimating models. We would provide our ova. assessment of the defined alternatives, but would facilitate the Task A-9 Attachment A - Professional Services Agreement 26 April 2001 Force’s discussion and identification of the desired approaches for system integration and implementation. Deliverables: 40. Identification of Desired Alternatives Task 16. Develop Implementation Timeline - During Task 16, we would present a timeline of the anticipated tasks necessary to implement the desired countywide integration. We would utilize the selected alternatives from Task 15, and incorporate our assessment of the likely duration of each task. Where possible, we would group tasks by the functional capabilitythey would provide. The timeline would include separate tasks for each participating agency, as well as an identification of any tasks required of a lead agency or an independent vendor. We would work with the Task Force and representatives of the participating agencies to incorporate the ’then-current’ priorities for implementation. Deliverables: 41. Implementation Timeline Task 17. Develop Recommendations - We would independently develop our recommendations, identifying the best approaches to meeting the overall needs of the County’s public safety agencies. Where appropriate, we would also provide agency- specific recommendations that would facilitate the strategy for colmectivity and integration. These recommendati6ns would initially be presented to the Task Force for discussion and consideration. We would look to the Task.Force to provide consensus on the desired direction and recommendations. Deliverables: 42. Data Communications Network Recommendations Task 18. Prepare and Present Phase I Report - In this task, we would prepare a comprehensive report of our findings and .Task Force recommendations. This report would utilize the sections developed in previous tasks to provide a single document that incorporates the definition of needs, analysis of alternatives, architectural recommendations, cost impacts, implementation planning, and benefits of propoged systems and integration. We would include an Executive Summary, written in layman’s terms, encapsulating the planning process, recommendations and cost estimates. This document would serve as a guide for the subsequent phases of the data communications network initiatives. We would initially provide this report to the Task Force for review and comment, then as a final report incorporating the Task Force’s input. A final Deliverable meeting the Task Force’. s requirements for electronic and hard copy originals A-IO Attachment A - Professional Services Agreement 26 April 2001 will be p~’ovided. We would also be prepared to make an oral presentation of the Phase I Report and to provide a PowerPoint file of the presentation materials. Deliverables: 43. Draft Phase I Report 4zk Final Phase I Report 45. Phase I Presentation Slides A-l! Attachment A - Professional Services Agreement 26 April 2001 PHASE II - DESIGN SPECIFICATIONS AND IMPLEMENTATION STRATEGY During this Phase, we would complete the specifications necessary to initiate a vendor selection process for the selected integration approach. In addition to developing a Request For Proposal with detailed network specifications, this Phase would also provide an implementation strategy for the participating public safety agencies. We would also assist in the identification and assessment of alternative funding sources for the project. Deliverables from this phase include proposals for continued consulting assistance to the project. Task 19. Develop Detailed Network Specifications - During this task, we would prepare detailed network specifications for incorporation in the Public Safety Data Communications Network Request For Proposal. These specifications would be in sufficient detail to allow vendors to propose the necessary tasks and scope of work to complete the desired level of integration. Where possible, we would leverage existing technical standards as selected by the Task Force. The specifications would be provided in functional groupings, identifying common infrastructure and application platforms, as well as individual agency ’point of interface’ details. We would also leverage the fact- finding and system descriptions obtained in Phase I. Deliverables: 46. Detailed Network Design Specifications Task 20. Develop Implementation Strategy - During this task, we would-identify the highqevel action items required to support the desired system integration and countywide data communications network capabilities. We would include the timing for implementation of technical support infrastructure, .staffing requirements, anticipated expenditures, and level of effort required to execute the implementation timeline identified in PhaseI. We would provide a draft Project Management Plan to support the effective management and accountability of the project as it proceeds. This Plan would outline .the roles and responsibilities of the project teanz members and identify a recommended project reporting methodology for the project. It would incorporate generally accepted practices for project management reviews supporting the effective monitoring aAd follow-up of project tasks and vendor Agreement management. ~We would also develop guidelines for the Agreement negotiations with potential vendors and service providers. These negotiation guidelines would include a description of the forum for negotiations, identification of key Agreement terms and conditions, and the probable context of information sharing between vendors, such as non-disclosure requirements for proprietary information. Deliverables: 47. Implementation Strategy 48. Project Management Plan A- 12 Attachment A - Professional Services Agreement 26 April 2001 49. Agreement Guidelines Task 21. Develop Consulting Cost Estimates - In Task 21, we would develop estimates of the level of effort and scope of our continuing assistance to the project. We would deliver our proposal with detailed work plans and tasks to provide support to the Task Force as the project continues through vendor selection and implementation. This Deliverable would include our quotation of professional fees and expenses. We would also identify our proposed staffing, pro’ride project team resumes, and describe the roles and responsibilities of our project team members. Deliverables: 50. Proposal for Continued Assistance Task 22. Identify Alternative Funding Sources.- During this task, we would work w~th the Task Force to identify likely sources of external funding for the Public Safety Data Communications Network and CAD integration project. These alternatives could include grants, state and federal capital funding, or public-private investments. At a minimum, we would consider the National Institute of Justice and federal Department of Justice grant programs. We would provide an .overview of the various program requirements and an assessment of potential ’degree of fit’ with each program’s goals and objectives. We would become familiar with the proposal.requirements for the funding sources, and identify the information required to submit a grant proposal. We would also .provide our recommendations regarding the scope of any potential grant proposal, such as a pilot project or prototype. Deliverables: 51. Profile of Alternative Funding Sources Task 23. Prepare and Present Phase II Report - During this task, we would develop a comprehensive report of our findings and recommendations for Phase 1I. We would include an Executive Summary, written in layman’s terms encapstflating the work accomplished in Phase II. We would iNtially provide this report to the Task Force for review and comment, then as a final report incorporating the Task Force’s input. A final Deliverable meeting the Task Force’s requirements for electronic and hard copy originals will be provided. We would also be prepared to make an oral presentation of the Phase LI Report and to provide an electronic copy of the presentation materials. Deliverables: 52. Draft Phase II R. eport 53. Final Phase II Report 54. Phase H Presentation Slides A-13 Attachment A - Professional Services Agreement 26 April 2001 Attachment B -.April 23, 2001 Deliverables ’Provided 1 Deliverables: 1, 2, 3, 4, 5, 6, 7, 18, 19, 20, 2!, 22, 23, and 24. ’ 2 Deliverables: 8, 24, 25, 26 and 27. 3.Deliverables: 9, 10, 28 and 291 4 Deliverables: 11: 12, i3 and 14. 5 Deliverable~: 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40 and 41. " 6 Deliverables: 15. 7 Deliverables: 16, 17 and 42 (draft). 8 Deliverables: 42 (final). 9 Deliverables: 43. - 10 Deliverables: 44 and45. 11 Deliverables: 46. 12 Deliverables: 47, 48, 49 and 50. 13 Deliverables: 51 and 52. 14 Deliverables: 53 and 54. Payment Milestone The last day of the first calendar month of project execution. All deliverables received by Network Participants. The last day of the second calendar month of project execution or all deliverables received by Network Participants. The last day of the third calendar month of project execution or all deliverables received by Network Participants. The last day of the fourth calendar month of project execution or all deliverables received by Network Participants, The last day of the fffda calendar month or all deliverables received by Network Participants. The last day of the sixth calendar month of project execution or all deliverables received by Network Participants. The last day of the seventh calendar month of project execution or a!l deliverables: received by Network Participants. The. last day of the eighth calendar month of project execution or all deliverables. received b?z Network Participants. The last day of the ninth calendar, month. ofpr0ject execution or all deliverables receivedby Network Participants. The last day of the tenth calendar, month of project execution or all deliverables . received by Network Participants.. The last day of the eleventh calendar month of proj ect execution, or all deliverables received by Network Participants. The last day of the twelfth calendar mouth of project execution or. all deliverables received by Network Participants. The last day oft.he thirteenth calendar month of project ’execution or all deliverables received by Network Participants. Total of Payments Progress Payment $30,300 $39,400 $40,700 $52,500 $42,200 $14,200 $36,300 $14,600 $19, 00 $8,300 $27,000 $16,000 $22,800 $6,590 $370,490 ATTACHHENT D Northrop Grumman Soace & ~&issio}q Svstenqs Cord Civ~I Systems Division ]2011 Sunset Hilis Road Reston Virginia 20190 Telephone 703~968-1000 28 October 2003 Palo Alto Police Department 275 Forest Avenue Palo Alto, CA 94301 Attention:Ms. Sheryl A. Contois Technical Services Coordinator Subject:Silicon Valley Regional Operability Project Agreement and Statement of Work Dear Ms. Contois: Northrop Grumman is extremely pleased to enclose two copies of the Agreement and Statement of Work for the Silicon Valley Interoperability Project .,%ned by a duly authorized representative of" Northrop Grumman. Please attach a Copy of the Joint Fund ing Agreement to this package, We request that the authorized representatives of the Network Participants sign the documents and return one copy to the undersigned a.t our meeting sclieduled for 10 November 2003 in the City of Campbell Offices. In the interim, please fax a copy of the signature page to my Los Angeles office at 213.830.9975 so that we may make administrative preparations for the project kick-off on 10 November 2003. If you have any questions or require additional information, please contact Raymond Duncan (Program Manager) at 703.405.6189 or the undersigned at 831.247.4860. Sincerely, ~r’-~Christine Kelsey Contracts Manager Enclosures:Agreement Terms and Conditions Attaclnnent A: Statement of Work Attachment B: Project Schedule Attachment C: Joint Funding Agreement Attachment D: Payment Schedule AGREEMENT BETWEEN NETWORK PARTICIPANTS AND NORTHROP GRUMMAN SPACE AND MISSION SYSTEMS CORPORATION FOR PROFESSIONAL SERVICES RELATED TO THE SILICON VALLEY REGIONAL INTEROPERABILITY PROJECT This Agreement is dated for identification November 3, 2003, and is made by and between the cities of Campbell, Cupertino, Gilroy, Los AItos,.Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, Saratoga, Sunnyvale, South Santa Clara County.Firk District, County of Santa Clara, Towns of Los Altos Hills and Los Gatos, San Jose State University and the Santa Clara Valley Water District (hereinafter "NETWORK PARTICIPANTS") and Northrop Grumman Space & Mission Systems Corp., by and through its Northrop Grumman Mission Systems Sector ("Northrop Grumman") having its principal place of business at 12011 Sunset Hills Road, Reston, VA 20190 (hereinafter referred to as’"CONTRACTOR"), with respect to the following facts: RECITALS WHEREAS, the Santa Clara County/Cities Managers’ Association has established a Santa Clara County Data and Radio Communications Task Force for the purpose of creating a county wide radio interoperability and public safety radio and data communications network now known as the Silicon Valley Regional Interoperability Project to enable the real time excharige of event and resource data between . automated and non-automated Public Safety Communications Centers within Santa Clara County to improve public Safety and emergency services by enhancing, field communications during emergencies and reducing response time of emergency resources; and WHEREAS, the cities of Campbell, Cupertino, Gilroy, Los Altos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, Saratoga, Sunnyvale, South Santa Clara County Fire District, County of Santa Clara, Towns of Los Altos Hills, Los Gatos, San Jose State University and the Santa Clara Valley Water District. (individually referred to as "NETWORK PARTICIPANT" and collectively "NETWORK PARTICIPANTS") all desire to contract with a single CONTRACTOR to manage the Silicon Valley Regional Interoperability project and assist the Network Participants in obtaining grants or other funding to implement the project; and WHEREAS, NETWORK PARTICIPANTS desire to retain the services of CONTRACTOR to provide professional project management services; and WHEREAS, CONTRACTOR is a qualified professional capable of providing the certain professional services, which NETWORK PARTICIPANTS seek; and WHEREAS, NETWORK PARTICIPANTS have executed a Joint Funding Agreement authorizing a Communications Network Steering Committee currently consisting of a City Manager from the Santa Clara County/Cities Managers’ Association; a Fire Chief from the Sa.qta Clara County Fire Chiefs Association; a Police Chief from the Santa Clara County Police Chiefs Association: and two representatives from the Public Safety Communications Manager’s Association to ac[ on its behalf to execute and administer a professional services agreement with CONTRACTOR; and WHEREAS. the parties here[o wish to enter into an AGREEMENT pursuant to which CONTRACTOR sha perform work and furnish deliverables as described herein for the consideration and upon the terms and conditions as hereinafter provided, NOW THEREFORE, in consideration of the recitals and mutual promises contained herein. NETWORK PARTICIPANTS do hereby engage CONTRACTOR and CONTRACTOR agrees, to oerform the services set forth herein n accordance with the following terms and conditions. Description of Services. CONTRACTOR shall provide the services outlined in the Statement of Work attached as Attachment A. Schedule and Term: The schedule for performing said services shall be completed no later than 28 June 2004 as set forth in the Schedule attached to this Agreement as Attachment B. Compensation. Total compensation for provid!ng services under this Agreement, including expenses ¯ shall not exceed the firm-fixed price of $994,431 for CLIN 001, CDRLs.001 through 008. SI shall provide Project Management services atthe firm fixed price included under CLINOO1. In the event that.SI does not complete the Project within the timelines set forth in the Project Plan and Schedule, Sl shall not charge Customer any additional Project Management costs to complete the Project provided that Customer has satisfied its obligations set forth in this SOW. Fundinq. In addiii’on to grant funding, each of the NETWORK PARTICIPANTS has appropriated it’s a proportionate share of the funding for this Project under.this Agreement and these funds may be used for CONTRACTOR’s services pursuant to a Joint Funding Agreement, attached to this Agreement as Attachment C These fu.nds are on deposit in an agency account managed by City of Mountain View (hereinafter "CITY"). 5.Scope of Prelect. The Silicon Valley Regional P’roject consists of two distinct phases of work: Phase 1’- Definition, Recommendations, System Specification, Alternative Funding and Preparation of a Request for Proposal for a radio interoperability and data integration system; Phase 2:- System Engineering, Integration, Deployment, Implementation and Systems Verification of a radio interoperability and data integration system. The descriptors of Phase 1 and Phase 2 of the entire Silicon Valley Regional Interoperability Project are separate and distinct from the phased approached used to describe only the Radio Project portion of the Siliconivalley Regional I nteroperability Project. Northrop Grumman will continue as System Integrator in Phase 2 and serve as the Prime Contractor. The Prime Contractor will be responsible for Program development through completion of Phase 2. to include Subcontractor procurement and management. To the extent permitted by law and any requirements or conditions attached to any alternative funding, including but not limited to grants, CONTRACTOR shall not be precluded from the competitive procurement of other engineering services and/or software solutions in support of Phase 2 of the Silicon Valley Regional Interoperability Project. Deliverables Agreen~ent Deliverables are identified in the Statement of Work, Attachment A to this Agreement. All Deliverables shall be deemed submitted by CONTRACTOR as of the date of receipt by the PROJECT COORDINATOR. Expansion of Scope of Proiect/omit if proiect is fully funded at commencement) a. Process In the event funds become available to the NETWORK PARTICIPANTS to compensate CONTRACTOR for additional deliverables described in the Statement of Work, Attachment A. during the term of this Agreement, NETWORK PARTICPANTS shall notify CONTRACTOR in writing by a Change Order to add any deliverables. Prior to commencing any work on the addiiional deliverable the Parties must execute a written amendment to this Agreement in accordance with Article 30. Changes. b. Price and Terms The Payment Schedule attached as Attachment D to this Agreement contains the price for all deliverables contemplated for Phase 1 of the Silicon Valley Regional Interoperability Project. ~The prices for these deliverables shall remain fii-m during the term of this Agreement. Communications Steerinq Committee. a. Powers: Under a Joint Funding Agreement (Attachment C), each of the NETWORK PARTICIPANTS has delegated its power to execute this professional services agreement to the Communications Network Steering Committee, (hereinafter "STEERING COMMITTEE"). The authority of the STEERING COMMITTEE includes, but is not Iimited to, the power to authorize payment for services rendered under this Agreement and the power to terminate .this Agreement on behalf of all NE’I-WORK PARTICIPANTS. Members: ......... The Communications Network Steering Committee currently consists of a City Manager from the Santa Clara County/Cities Managers’ Association; a Fire Chief from the Santa Clara County Fire Chiefs Association; a .Police Chief from the Santa Clara County Police Chiefs Association; and two representatives from the Public Safety Communications Manager’s Association. The composition of the Steering Committee may change from time to time and PROJECT COORDINATOR shall notify CONTRACTOR in writing of ahy changes; The STEERING COMMITTEE hereby appoints City of Campbell, Police Captain, Dave Rauschhuber, as Project Coordinator to represent the NETWORK PARTICIPANTS with. respect to all matters connected with this AGREEMENT. The NETVVORK PARTICIPANTS Project Coordinator is authorized to represent the NETWORK PARTICIPANTS, and shall be the single point of contact with respect to this Agreement, including all work deliverables and is t responsible for ensuring overall contract compliance, Project correspondence, planning, scheduling, day to day Project management duties and providing direction to Project personnel. 9.Key Personnel CONTRACTOR The CONTRACTOR’s employees identified below are key personnel, important to the successful performance of the work under this Agreement and it is the expectation of the NETVVORK PARTICIPANTS that CONTRACTOR’S key personnel specified will remained assigned for the duration of Phase 1 of the Project. The CONTRACTOR agrees to assign these employees to the performance of the work and agrees not to reassign key personnel without the approval of STEERING COMMITTEE. Whenever. for any reason, one of the key personnel becomes unavailable for assignment for work under this Agreement, the CONTRACTOR shall replace such employee with a person of comparable ability as acceptable to the NETWORK PARTICIPANTS NETWORK PARTICIPANTS’ approval shall not unreasonably be withheld. The CONTRACTOR shall inform the NETVVORK PARTICIPANTS in advance in writing, whenever such an employee change becomes necessary. 1. Coni~racts Manager During the term of this .AGREEMENT, as it relates to matters that have cost, financial. contractual or legal impact to CONTRACTOR, Christine Kelsey or her successor(s) are authorized to represent CONTRACTOR with respect to such matters. 2.Project Principa Mr. Greg Poldy, is designated to represent the Northrop Grumman management team with respect [o this Project, oversee and assure the performance of the CONTRACTOR Project Manager. and to serve as a temporary replacement for the Project Manager in case of his/her extended absence. 3. Project Manager, Mr. Ray Duncan, is authorized to represent CONTRACTOR, and shall be the single-point-of- contact in respect to this AGREEMENT and is responsible for ensuring contract compliance, Project correspondence, planning, scheduling, day to day Project management duties and providing direction to Project personnel. NETWORK PARTICIPANTS 1. Project Manager The STEERING COMMIFfEE is the Project Manager for the Silicon Valley Regiona. Interoperability Project and is authorized to enter into this Agreement on behalf of the NETWORK PARTICIPANTS and shall be responsible for final acceptance of the Phase 1 of the Project. 2. Project Coordinator The Project Coordinator and is authorized to represent the NETWORK PARTICIPANTS in all matters relating to this Agreement and shal De responsible for ensuring contract compliance, including deliverables Project correspondence, planning, scheduling, day to day Project management duties and providing direction to Project personnel. NETWORK PARTICIPANTS shal provide CONTRACTOR written notice of the name and address of the Proje.ct Coordinator within ten (10) days of the execut-ion of this Agreement and/or within ten (10) days of any changes in NETWORK PARTICIPANT project personnel. 10. I nvoices~ Process 1. Monthly fees CONTRACTOR. shall submit a monthly Management services. invoice to NETWORK PARTICIPANTS for Project 2. Deliverables CONTRACTOR shall not submit an invoice to the PROJECT COORDINATOR for payment until the Deliverable has been accepted by the PROJECT C©ORDINATOR. with the exception of final acceptance of the Project which requires the STEERING COMMITTEE’S written acceptance. 3. Submittal Address CONTRACTOR shall submit all invoices to the Project Coordinator at the address provided in Section 29, Notices. Payments STEERING COMMITTEE shall review the invoice and verify the submittal of each of the Deliverables due for the progress payment or Project Management fees within seven (7) business days of receipt of CONTRACTOR’S invoice. Upon receipt of written authorization from STEERING COMMITTEE, NETWORK PARTICIPANTS will make progress payments from the agency account to CONTRACTOR in accordance with Attachment C within 30 days of receipt of authorization. 11.Ownership of Work Product. With the exception of the "Request for proposal" for this Agreemen~ dated 14 ~January 2003, and the "Needs Summary" Deliverable, which title shall remain with Network Participants and for which the Contractor shall have a right to use. CONTRACTOR shall retain title (ownership) to all Deliverables identified under Section 4, Deliverables. of the Statement of Work developed and/or delivered to NETWORK PARTICIPANTS. CONTRACTOR will grant perpetual. worldwide, transferable, non-exclusive license to use the Deliverables to NETWORK PARTICIPANTS for al Deliverabtes first produced or composed by C©NTRACTOR in the performance of this Agreement. C©NTRACTOR will deliver to NETWORK PARTICIPANTS all executable code needed to operate any Deliverables, to include all source code associated with software first produced or composed in the performance of this Agreement. CONTRACTOR will not deliver other source code. Delivered COTS software shall be provided in accordance with the respective vendor’s separate license agreement. 12.Independent Contractor. It is agreed that CONTRACTOR is an independent Contractor, and all persons working for or under the direction of CONTRACTOR or CONTRACTOR’s agents, servants and employees, and said persons shall not be deemed agents, servants or employees of NETWORK PARTICIPANTS. 13.Successors and Assiqns. Neither this Agreement nor any duties or obligations under this Agreement may be assigned without prior written consent by NETWORK PARTICIPANTS; such assignment shall not be unreasonably withheld. A transfer of this Agreement within Northrop Grumman Corporation as a result of a business realignment will not constitute an assignment for purposes of this Agreement. 14.Applicable Laws and Attorney’s Fees. This Agreement Shall be construed and enforced pursuant to the laws of the State of California. Should any legal action be brought by a party for breach of this Agreement or to enforce any provision herein, the prevailing party of such action shall be entitled to reasonable attorneys’ fees, court costs, and such other costs as may be fixed by the court. 15.Cooperation of NETWORK PARTICIPANTS. NETWORK PARTICIPANTS agree to comply with all reasonable requests of CONTRACTOR and to provide access to all documents reasonably necessary to the performance of CONTRACTOR’s duties under this Agreement. 16. Insurance. Commercial General Liability/Automobile Liability Insurance. CONTRACTOR shall obtain Commercial General Liability insurance and Automobile Liability insurance in the. amount of One Million Dollars ($1,000,000) per occurrence. If a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement or the general aggregate limit. shall be twice the required occurrence limit. CONTRACTOR’s insurance coverage shall be written on an occurrence basis. b.Professional Liability Insurance. CONTRACTOR shall obtain Professional Liability insurance in the amount of One Million Dollars ($1 ~000,000) per claim. Workers’ Compensation Insurance. CONTRACTOR shall obtain statutory Workers’ Compensation insurance and Employer’s Liability insurance in the amount of One Million Dollars ($1,000,000) per accident. Acceptability of Insurers. Insurance is to be place°d with insurers with a current Best Rating of AVII unless otherwise acceptable to NETWORK PARTICIPANTS. Verification of Coveraqe. Insurance, deductibles or self-insurance sha~l be subject to the approval of the NETWORK PARTICIPANTS. Original Certificates of Insurance with endorsements shall I:}e received and approved by NETWORK PARTICIPANTS before work commences, and insurance must be in effect for the duration of the Agreement. The absence of insurance or a reduction of stated limits shall cause all work on the project to cease. Any delays shall not increase costs to NETWORK PARTICIPANTS or increase the duration of the project. 17. Other Insurance Provisions. NETWORK PARTICIPANTS their respective officers, officials, employees and volunteers are covered as additiona insured uy Endorsement CG 20 10 11 85 for Commercial General and Automobile Liability coverage. For any claims related to this project, CONTRACTOR insurance coverage shall be primary and any ~nsurance or self-insurance maintained by NETWORK PARTICIPANTS, their respective officers, officials, employees and volunteers shall not contribute to it. Each insurance policy required shall be endorsed that a thirty (30) day notice be given to NETWORK PARTICIPANTS in the event of cancellation or modification to the sti~ulated insurance coverage. d. In the event CONTRACTOR employs subcontractors as part of the work covered by this Agreement it shall be the responsibility of CONTRACTOR to ensure that all subcontractors comply with the same nsurance requirements that are stated in this Agreement. 18.Hold Harmless. CONTRACTOR shall defend, indemnify and hold NETVVORK PARTICIPANTS, its officers, employees and agents harmless for any damages or claims of same arising out of this Agreement, including but no[ limited to personal injury, property damage and death, to the extent caused by the negligent or willful acts or omissions of CONTRACTOR or its subcontractors, agents or employees. NETWORK PARTICIPANTS shall cooperate reasonably in the defense of any action, and CONTRACTOR shall employ competent counsel, reasonably acceptable to NETWORK PARTICIPANTS. 19.Reliance Upon Professibnal Skill. It is mutually agreed b~, the parties that NETWORK PARTICIPANTS are relying upon the professional skill of CONTRACTOR, and CONTRACTOR represents to NE’WVORK PARTICIPANTS that its work shall conform to generally recognized professional standards in the industry. Acceptance of CONTRACTOR’s work by the NETWORK PARTICIPANTS does not operate as a release of CONTRACTOR’s said representation. 20. Amendmem. This Agreement may-be amended by written instrument signed by both parties. 21.Inconsistent Terms. If the attachments or exhibits to this Agreement, if any, are inconsistent with this Agreement, this Agreement shal control. 22.Entire A.qreement. This Agreement contains the entire understanding between the parties with respect to the subject matter herein. There are no representations, agreements or understandings (whether oral or written) between or among the parties relating to the subject matter of this Agreement which are not fully expressed herein. If the attachments or exhibits to this Agreement,. if any, are inconsistent with this Agreementl this Agreement shall control. 23.Termination. NETWORK PARTICIPANTS may terminate this Agreement for convenience at any time by providing thirty (30) days advance written notice to CONTRACTOR. In the event of CONTRACTOR’s material breach of this Agreement, except for the .reasons stated in Article. 25, Force Majeure, Project Coordinator may give CONTRACTOR written notice of intent to terminate the Agreement for default and CONTRACTOR shall have thirty days to correct such breach or to deliver a plan for correction that is satisfactory to the STEERING COMMITTEE. 24.Confidentiality of Customer’s or System Inteqrator’s Data. To the extent allowed by law, the parties shall keep confidential all proprietary and security related information, drawings, specifications, or data and return upon requests, all documents furnished by the other party, and shall not divulge or use such information, drawings, specifications or data for the benefit of any other party. Except as required for the efficient performance of this Agreement, the receiving party shall not make copies or permit Copies to be made without the prior written consent of the submitting party. The. receiving party shall make no use, either directly or indirectly, of any such data or any information derived therefrom, except in performing this Agreement, without obtaining the disclosii~g party’s written consent~ provided, however, the foregoing limitation shall not apply to data or information which (i) was in.the rightfu! possession of the receiving party without restriction prior to the first receipt from the disclosing party, or (ii) now or hereafter, through no act or failure to act on the part of the receiving -party, becomes generally known and available to the public without restriction, or (iii) is herea~er disclosed and made available to the receiving party without restriction by other having the right to make such disclosure. If the disclosure is required by law, either party shall assert no claim by reason or use or disclosure of such information by other party or its assigns. Nothing herein shall diminish CONTRACTOR’s rights under ownership under Article 11. In the event NETWORK PARTICIPANTS receive a request to deliver CONTRACTOR’s proprietary information in accordance with the California Public Records Act, NE-I-WORK PARTICIPANTS shall notify CONTRACTOR by the following business day and CONTRACTOR may decide to defend its case against disclosure. 25. 26. 28. 29. Taxes. CONTRACTOR shall be responsible for and CONTRACTOR’s price includes all federal, state or County sales taxes levied upon, or measured by, the sale of commercial off the shelf software or hardware required in the performance of this Agreement. All costs herein are inclusive of any applicable State of California Sales tax and County of Santa Clara sales tax. Any such taxes will be identified separately in CONTRACTOR’s invoices. Proqress Payments. In the event that NETWORK PARTICIPANTS terminate this Agreement and a progress payment is pending, CONTRACTOR shall complete any outstanding Deliverable due for that progress payment. For purposes of this section, a progress payment is pending if CONTRACTOR has commenced work on the deliverables due for that progress payment. Upon satisfactory completion of all of the deliverables-required for the pending progress payment, NETWORK PARTICIPANTS agree to pay CONTRACTOR the entire amount of the :progress payment. However, CONTRACTOR shall not commence work on any of the deliverables for a future progress payment following receipt of notice of termination. Force Maieure: Neither NETWORK PARTICIPANTS nor CONTRACTOR will be held responsible for delay or default caused by fire, riot, terrorism, natural disasters , acts of God, or war where such cause was beyond the reasonable control of NETWORK PARTICIPANTS or CONTRACTOR, respectively. CONTRACTOR, will, however, make all reasonable efforts to remove or eliminate such a cause of delay or defa.ult and will, upon the cessation of such cause, diligently pursue performance of its obligations under this Agreement. Nondiscrimination. CONTRACTOR shall afford equal employment opportunities for all .persons without discrimination because of race, color, religion, sex, sexual orientation, political affiliation, national origin, ancestry, age, marital status, or physical or mental disability. Notices..Any notice required to be given to CONTRACTOR .shall be deemed to be duly andproperly given if mailed to CONTRACTOR, postage prepaid, addressed to: Christine Kelsey, Contracts Manager Northrop Grumman Mail Stop: SUN1/1994 637 San Ignacio Avenue San Jose, CA 95119 or personally delivered to contact at such address or at such other addresses as CONTRACTOR may designate in writing to NETWORK PARTIC PANTS. Any notice required to be given to NETWORK PARTICIPANTS shall be deemed to be duly and properly given to NETWORK PARTICIPANTS, postage prepaid, addressed to: Capt. David Rauschhuber Project Coordinator City of Campbell Police Department 70 North First Street Campbell, CA 95008 and Ms. Sheryl A. Contois Technical Services Coordinator Palo Alto Police Department 275 Forest Avenue Palo Alto, CA 94301 "7 30. or personally delivered to NETWORK PARTIC PANTS at such address or at such other addresses as NETWORK PARTICIPANTS may designate in writing to CONTRACTOR. Limit of Liability. The CONTRACTOR’s total lability under this agreement for any reason is limited to the greater of total contract value or the amount of the applicable insurance required under Section 16 of this Agreement. Notwithstanding any other prows~on of this agreement, in no event shall the CONTRACTOR be liable for indirect, special, consequential or incidental oamages. 31.Alternative Dispute Resolution. Prior to initiating any formal egal action arising out of this Agreement, the Parties agree [o consider alternative forms of dispute resolution, such as mediation. In the event both parties agree to alternative dispute resolution, the parties sha share the cost equally. 32. Chan.qe Orders A Project Coordinator may, at any time, by a written order, make changes to the work within the general scope of work of this Agreement. Any request by a Project Coordinator for a change shall be delivered to CONTRACTOR in writing and sha include enough specificity to give Slan adequate basis on which to :~repare a change order proposal referred to in (b) below. Such change order proposal shall be furnished to Project Coordinator by CONTRACTOR within a reasonable time following CONTRACTOR’s receipt of Project Coordinator’s request for a change. Change Order Proposals referred to in (a) above shall be in writing and be accompanied by such information and data as wil be reasonably required By PROJECT COORDINATOR to evaluate properly the proposed execution of the work in question the price, the effect upon the Statement of Work, CONTRACTOR’s standards.of performance, the Specifications in accordahce with Section 2.2.4.2 of the Statement of Work, and any warranties contained n this Agreement. The PROJECT COORDINATOR wil reject or approve the Change Order Proposal as expeditiously as proper consideration of the nature of the change may require. The PROJECT COORDINATOR and CONTRACTOR agree to make a good faith effort to reach agreement on the price of the change order if applicable. Before CONTRACTOR acts upon any Change Order Proposal, the parties shall have executeo a written change order incorporating the changes In question, including any cnange in any schedule of delivery or other dates for completion or delivery, any change q or within the SOW, CONTRACTOR’s standards of performance, the specifications, warranties, or other provisions of this Agreement resulting there from. In the event the CONTRACTOR prepares a Change Order Proposal in response to the PROJECT COORDINATOR’S request and the PROJECT COORDINATOR decides not to incorporate tlqe change into the Agreement, the CONTRACTOR shall deliver up to 16 hours of proposal preparation l~ours at no additional cost to this Agreement. When those 16 hours have been expended the CONTRACTOR may charge the NETWORK PARTICIPANTS for additiona proposal costs expended using the timeand material ra[es under CLIN 002 of the Agreement. 33: Agreement Content and Order of Precedence This Subcontract consists of the physically incorporated documents identified below, and additionally such documdnts as have been incorporated into this Subcontract by reference thereunder. Any inconsistency among such physically incorporated aocuments, including the documents that they individually incorporate by reference, shall be resolved by giving precedence to the Agreement over the Statement of Work and the Attachments. Agreement Terms and Conditions Attachment A: Statement,of Work, including the Attachments, each having equivalent precedence with the Statement of Work: AttachmentB: Project Plan (to be developed under contract) and Schedule Attachment C: Joint Funding Agreement Attachment D: Payment Schedule IN WITNESSS WHEREOF, this Agreement is executed by NETWORK PARTICIPANTS and by CONTRACTOR. APPROVED AS TC[ FORM: iuntain View Finance and Ac Services Director CONTRACTOR" V~c~ President & General Manager, Acting ~o~throp Grumman Mission Systems (~il Systems .Division " "NETWORK PARTICIPANTS" SANTA CLARA COUNTY/CITIES MANAGERS’ ASSOCIATION BY: Bernard Strojny SANTA CLARA COUNTY FIRE CHIEF’S ASSOCIATION BY: Bill Weisgerbe[ Fire Chief, Mil.pitas Fi~-e D~l~’aJ-tment PUBLIC SA, FETY COMMUNICATIONS MANAGER’S ASSOCIATION BY: ~nth!a Keehen Laura Phillips Manager, Technical Services, Sunnyvale DPS SANTA CLARA COUNTY POLICE CHIEF’S ASSOCIATION BY: Stephen Lodge of Police, Santa Cl;~partment PUBLIC SAFETY COMMUNICATIONS MANAGER’S ASSOCIATION BY: Sheryl A. Contois Technical Services Coordinator, Palo Alto Police Department 10 Mission Systems Version 1.0 Silicon Valley Regional InteroperabflRy Project STATEMENT OF WORK PHASE 1 3 Novem ber2 003 Prepared By Northrop Grumman Space & Mission Systems Corp. Missions Systems Sector Public Safety & Transportation 12011 Sunset Hills Road Reston, Virginia 20190 Prepared For ¯ Communications Steering Committee Silicon Valley Regional Interoperability Project C/o Shell A Contois 275 Forest Avenue Palo Alto, CA 94301 NORTHROP GRUMMAN PROPRIETARY INFORMATION This data, fur~ished in connecnon with the Santa Clara County Data Communications Network Voice Radio lnteroperability and Dam Integration "INTEROPERABILITY PROJECT" Request fbr Proposal R030817, shall not be disclosed outside the Santa Clara County Network Participants havipg a need to know this information for purposes of evaluating this proposal (herein after referred to as Network Participants) and shall not be duplicated, used, or disclosed, in whole or in part, for any purpose bther than to evaluate the proposal; provided that, if a contract is awarded to this Offer or as a result of or in connection with the submission of this data, the Network Participants shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting contract. This restriction does.not limit the Network Participants’ right to use information contained in the data if it is obtained from another source without restriction. The data subject to this restriction is contained in all sheets. This documentcontains commercial .or financial information, or trade secrets of Northrop Grumman Space and Missions Systems Corp., which are confidential and exempt from disclosure to the public under the Freedom of Information Act 5 U.S.C. 552(B)(4), and unlawful disclosure thereof is a violation of the Trade Secrets Act, 18 U.S.C, 1905. Public disclosure of flay such iot’ormation or trade secrets shall not be made without the prior written pemnission of Northrop Grumman Space mad Missions Systems C’orp, Version 1.0 APPROVAL Approved By: ." COMiVlLrNICATIONS STE~-RIN!~ COMMIT.TEE Sheryl A Contois Date:(! Stephen D. Lodge ,, Approved ~ ] NORTHROP PACE & MISSION Raymond C. Duncan ~._,, Date: Date: CORP., MISSION SYSTEMS SECTOR REVISION/CHANGE RECORD DATE REV. OR AUTHORIZATION CHANGE PAGES CHGE DESCRIPTION AFFECTED NO. 10124/2003 l~ission ~ysterns TABLE OF CONTENTS 1.1. 1.2. 1.4. 2. 2.1.1. 2.2. 2.2.2. 2.2.3. 2.2.4. 2:2.5. 2.3. 2.4. 2.5. 4. 5. 5.1. 5.1.1. 5.2. 5.3. 5.4: 5.5. 5.6. 6. 6.2. 6.3. 6.4. 6.5. 6.6. General ....................................................................................................................1 Back~ound ..........................................................................................................2 Overview of Phased Approach ..............- ..............................................................2 Phase 1 Overview ................................................................................................4 Roles and Responsibilities ...................................................................................4 Customer ...............................................................................................................4 Systems Inte~ator ................................................................................................5 Project Management, Systems Engineering and Alternative Funding Suppor~ ......¯ 6 Project Management ................................................................- ............................6 Project Plan and Schedule (CDRL-01) .................................................................6 Pro~ess Reports (CDRL-02) .........................................i ......................................6 Data Management ......2 ............................................................................... ............6 Risk/Opportunity Management .............................................................................7 Meeting and Reviews ............................................................................................7 Systems Engineering ............................................................................................7 Analyze and Validate Existing Project Documentation ........................................7 Needs Analysis ......................................................................................................8 Requirements Traceability Database ....................................................................8 . System Architecture ..............................................................................................9 Implementation Strategy (CDRL- 10) .............................................................i. 11 Alternative Funding ...........................................................................................11 Alternative Funding Application Preparation .....................................................11 Countywide Emergency Communications (E-Comm) Microwave Network ....11 Silicon Valley Regional Interoperability Project Long Term Assessment (CDRL-11) .........................................................................................................11 Additional Time and Material (T&M) Engineering Services Tasks ....................12 Deliverables .........................- ..............i ..................................................................13 Customer Furnished Items ...........: .......................................................................15 Project Office (CFI-01) ......................................................................................15 Project LAN/WAN .............................................................................................15 Project Personnel Access Approval (CFI-02) ....................................................15 Provide Existing Project Documents (CFI-03) ...........................................- .......15 Needs Identification (CFI-04) ............................................................................15 -Customer Desig-n Selectiori (CFI-05) ................, ................................................16 RFP Framework (CFI-06) ..................................................................................16 Definitions ............................................................................................................17 Appiicable Documents .......................................................................................17 Contract Data Requirements List (CDRL) ........................................................17 Contract Line Item Number (CLIN) ..................................................................17 Customer Furnished Items (CFI) .......................................................................17 Days ......................................................." ............................................................17 Firm Fixed Price (FFP) ......................................................................................17 1012412003 ii =~ ~,~~ Mission Systems Version 1.0 6.7, 6.8. 6,9. 6.10. 6.11. Interoperability ...................................................................................................17 Shall ........’18 Task Order .........................................................................................................18 Technical Exchange Meeting (TEM) .................................................................18 Time and Material (T&M) .................................................................................18 0/24/2003 iii Mission Version 1.0 1. General This Statement of Work (SOW) describes the tasks to be performed by Northrop Grumman Mission Systems Inc. (hereinafter referred to as the ’Sys(ems Integrator’ or "SI") for Phase 1 of the Silicon Valley Regional Interoperability Project hereinafter referred to as ’the Project’. The Customer for the Project are the Network Participants consisting of Eighteen Santa Clara County jurisdictions, representing some thirty law enforcement, fire and emergency medical services agencies within Santa Clara County, partnered together under the general direction of the Santa Clara County/Cities Managers’ Association. The Network Participants have entered into a joint agreement for this Project and auth.orized the Communications Steering Committee, as the Customer Project Manager, to act as its agent for purposes of this Agreement.The .Network Participants are hereinafter referred to as the "the Customer"i ¯ Customer and SI shall have joint responsibility for several tasks within the Project and each have designated a Project Manager or Coordinator. This SOW outlines the roles and responsibilities of the Customer and SI for the Project. SI Project Manager and Customer’s Project Coordinator are collectively referred to as the "Team". The cities of Campbell, Cupertino, Gilroy, Los Altos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Pal0 Alto, San Jose, Santa Clara, Saratoga, Sunnyvale, County of Santa Clara, Towns of Los Altos Hills and Los Gatos, represented by the following law enforcement, fire and emergency medical Services agencies are potential Stakeholders in the Project as identified below: 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 15. 16. 17. 18. 19. 20. American Medical Response California Highway Patrol Campbell Police Department Criminal Justice Information Center Gilroy Fire Department Gilroy Police Department Los Altos Police Department Los Gatos/Monte Sereno Police Department Milpitas Fire Department Milpitas Police Department Morgan Hill Police Department Mountain View Fire Department Mountain View Police Department Palo Alto Fire Department Palo Alto Police Department San Jose Fire Department San Jose PoIice Department, including the SJ Airport Police San Jose State University Police Santa Clara Communications Santa Clara County Communications 10/24/2003 Page 1 NORTHROP GRUMMAN PROPRIETAt~Y Refer to the cover page of this document for the terms of disclosure Mission Systems Version 1.0 21.Santa Clara County District Attorney 22.Santa Clara County Fire Department 23.Santa Clara County Sheriff 24.Santa Clara County SherifFs Law Enforcement Telecommunications System -25.Santa Clara Fire Department 26.Santa Clara Police Department 27.Santa Clara Valley Water District 28.Saratoga Fire District 29.South County Fire District - California Dept. of Forestry 30.Stanford Police Department (Represented by Sheriff/Palo Alto Police/Fire) 31.Smmyvale Departmem of Public Safety 1.1.Background The Customer seeks to build a state-of-the-art radio interoperability and data integration system for public safety. Additionally, Customer seeks assistance in identifying and obtaining alternative funding resources for the Project, to include grants, and other alternative funding options. 1.2. Overview of Phased Approach The Project consists of two distinct phases of work: Phase 1:Definition, Recommendations, System Specification, Alternative Funding Support and Preparation of a Request for Proposal for a state-of-the-art radio,interoperability and data inte~ation system; Phase 2: -System Engineering, Integration, Deployment, Implementation and Systems Verification of a state-of-the-art radio interoperabilit.y and data integration system. This SOW includes Phase 1 tasks only as identified below. Phase 2 activities will be addressed in a separate SOW. 1012412003 Page 2 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure ~ission ~ystorns Version 1.0 001 Project Management,Firm Systems Engineering,Fixed .and Alternative Funding Price Support 002 As Required Additional.Time and Engineering and/or Material Alternative Funding Support Phase I Project Management, Systems Engineering; and Alternative Funding Suppo~ as defined in Section 2. As described in individual work orders, upon,request from the Customer. Figure 1-1 shows the project phases and the sequencing of the major activities. Work Items Identified within the Current¯sow Project Management, AIt. Funding Support and Systems Eng. (CLIN001) ~-~Alternative Funding and Additional Engineering Support (CLIN002) ~. Figure 1-1. CLIN and Phase Structure of the Projeet 0/24/2003 Page 3 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for die terms of disclosure Version 1.0 documentation for review and!or reproduction upon request from SI following execution of the Agreement. 2.2.2. Needs Analysis This Analysis shall include interviews of the Customers’ Staff in order to develop an Operational Concept Definition and outline the needs of the Stakeholders, 2.2.2:l.Interview Roster Candidate Team shall prepare a roster of interview candidates (representing groups and/or individuals) who are Stakeholders in the Project. The Project Coordinator shall assign ea(h candidate on the apwoved interview roster to one or more "input-groups"..An interview candidate may belong to more than one inpiit group. 2.2.2.2.Interview Topics/Questionnaire (CDRL-04) Team Shall develop specific interview topics and questionnaire material. 2.2.2.3.In terview Schedule Team shall schedule dates/times to interview the Stakeholders. 2.2.2.4.Conduct Stakeholder Interviews SI shall conduct individual~ or group interviews of all Stakeholders on the interview roster. 2.2.2.5. Stakeholder Needs Summary (CDRL-05) SI shall prepare a Systems Stakeholder Needs Summary that reflects the priorities identified during the Stakeholder interviews. The Needs Summary shall be captured into the Requirements Traceability Database. The .Project Coordinator shall provide a prioritized list of the Needs identified in accordance with Section 5.4. 2.2.2.6. Operational Concept Definition Team shall develop the Operational Concept Definition, which describes, both from user and technical viewpoints, the functions and capabilities of the radio interoperability and data inte~ation system. 2.Z3. Requirements Traceability Database SI shall design a Requirements Traceability Database (RTDB) for use in tracking radio interoperability and data integration requirements. This database shall provide access for the Team members via a controlled access. Team shall be able to review the RTDB as it is developed and provide comments. SI shall control all changes to the RTDB. I 0/2412003 Page 8 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Pl/s~/o~ Version 1.0 2.2.4. System Architecture SI shall develop will evaluate no more than tt~ree (3) alternative solutions for radio interoperability and data integration based upon Customer input for presentation at the Requirements Desig-n Review. SI shall evaluate the alternative high-level systems architectures and present the results to the Team at the Recommendation Desig-n Reviews. The Customer Project Manager shall direct SI as to the whether to continue with the recommended solutions or select from one of the evaluated alternatives. SI shall finalize the systems architectures for the radio interoperability and data integration, The System Architecture shaI1 identify the major system components, interfaces to external spstems, and preliminary data flow diagrams, Radio I_nteroperability will involve the desi~ and recommendation for an interopetable solution for all .Network Participants based upon the existing voice radio network without replacement or augmentation of the existing radio hardware or tower locations. The design will take into consideration the Microwave Grant awarded to the City of San Jose. in September of 2003 ("Microwave Grant"). Data Integration will involve the design and recommendation for an interoperable solution for all Network Participants based upon the existing.Computer Aided Dispatch (CAD) network without replacement or augmentation of the existing Systems. The design will take into consideration the Microwave Grant. The design will also take into consideration the extension of existing CAD systems to neighboring jurisdictions. A monolithic CAD solution is not an option and will not be considered by the SI. Trade studies may be performed to assist in the design and selection process for the various alternatives and to document major design decisions. In the event that Engineering is required to modify existing facilities to accommodate the proposed final solution, separate pricing will be provided for any modifications required as a part of the solution. 2.2.4.1.Recommendation Design Review (CDRL-06) SI shall prepare a draft and final written Recommendation Design Review (RDR) for the radio interoperability and data integration system. There will be a single Recommendation Design Review containing the alternative solutions for both data integration and radio interoperability. SI shall present technical aspects of the evaluated approaches, review criteria (including functional, lifecycle cost, implementation schedule and risk, operational considerations), criteria weighting, and SI’s recommendations. Customer Project Manager shall direct SI as to the whether to continue with the recommended solutions or select from one of the evaluated alternatives within twenty (20) business days of receipt of the final R_DR in accordance with Section 5.5, Customer Design Selection, of this SOW. The SI will support the Customer Project Team in the presentation of the RDR briefing to other Stakeholders within the twenty-day evaluation period as required. 10/24/2003 Page 9 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Mission Systems ¯ Version 1.0 2.1,4. Risk/Opportunity Management SI shall provide input to the Customer’s process for evaluating and mitigating risk and identifying opportunities related to the Project. 2,1,5, Meeting and Reviews. SI shall participate in meetings as they pertain to the Project. SI shall perform in the capacity indicated at each of the following meeting types: ~ 2.1,5,1.Project Management Support Meetings (CDRL-03) ¯ SI shall lead and/or contribute to Proj ect Management Support Meetings as requested by the Project Coordinator to support the advancement of the Project. These meetings shall. include but not be limited to City douncil Meetings and other such requested forums. Preparation of Briefing materials and White Papers (2-3 pages average length) may be requested in preparation for such meetings, provided that such research and preparation does not exceed 50 staff hours for Phase 1. 2.1.5.2.Recommendation Design Review Meetings The Team shall coordinate, schedule and lead separate Recommendation Design Re-~iew Meetings with the Stakeholders regarding radio interoperability and data integration. 2.1.5,3.Technical Exchange Meetings (TEMs) SI shall participate in Technical Exchange Meetings (TEMs) to support the review and resolution of Project requirements and design issues as set forth in Section 6.10, herein. The SI’s participation in ad hoc, Customer initiated TEM will not exceed 8 staff hours per calendar month. The Customer will fund any SI travel required to attend meetings at locations outside the County. 2.1.5.4.Interoperability Policy Workgroap Meetings St shall participate in Interoperability P~)licy Work~oup Meetings as required to support ongoing or anticipated,. Project work. The SI’s participation in Interoperability Policy Work~oup Meetings will not exceed 8 staffhours per calendar month ..... 2,2, Systems Engineering Systems Engineering provides analysis, system design / recommendation, and System Specifications (RFP) and a Phase 2 Implementation Strategy for the Project. 2.2.1. Analyze and Validate Existing Project Documentation The Project. Coordinator shall provide SI with complete documentation prepared for the project to dat.e for SI to review. SI shall review these documents for completeness. The Customer shall provide the SI with reasonable and timely access to existing project 10/2412003 Page 7 NORTHROP GRUMMAN PROPRIETARY Refer to the cover p,age of this document for the terms of disclosure Version 1.0 2.2.4.2.SystemArchitecture Document (CDRL-07) System Architecture Document shall be developed for the system desig-ns selected for the radio interoperability and data integration system. A single System Architecture Document will be developed for both data integration and radio interoperability. The System Architecture shall degcribe the major system components and how they. in combination address the system requirements. System Architecture Documents shall address the following: System Requirements Baseline: e.g. Functional, Performance, External Interfaces, & Operational requirements. Security Architecture: Network and User Security. The security architecture shall be in compliance to the Customer’s Security Policies and shall provide context for the security related requirements of the system. .Disaster Recovery: Analysis Of failure and disaster scenarios including device faults, telecommunications failures, outages from natural disasters as well as risks from terrorist action. Technical and procedural steps that shall allow for continued operation, failover and recovery, data integrity, and system restoral shall be described. Duplication of services at different physical facilities within the County infrastructure shall also be addressed. System Interface(s): Interfaces between the System and existing systems. The emphasis is on functional interfaces augmented with physical and!or electrical properties of theinterface as appropriate. Additional design information: Data flow diagrams, structure charts, as appropriate 2.2.4.3.Alternative Funding Documentation (CDRL-08) SI shall prepare the necessary design documentation that is required for identified radio interoperability and data inte~ation funding opportunities, 2.2.4.4.System Specifications / RFPs (CDRL-09) All defined work associated with the System Specifications / RFPs and CDRL-09 is proposed as separately priced work on the Payment Plan and Schedule (Attachment D) and the price is valid through June 2004. The proposed price assumes that the SI technical staff will begin this work without work stoppage following the completion of the System Architecture (CDRL-07). If this is not the case the technical staff may be reassigned. Therefore, the price validity is based on receipt of a change order from the Steering Committee to proceed with the work 30 days prior to initial submission of the System Architecture (CDRL-07). SI shall draft Request for Proposals (RFP) for radio interoperability and data integration system. Each RFP shall include a System Specification and scope of services. The System Specification outlines the system requirements arid the methods to be used to ensure that each requirement has been met. Requirements pertaining to the system external interfaces may be presented in the System Specification. 0/24/2003 Page 10 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Mission Systems Version 1.0 2.2.5. Implementation Strategy (CDRL-10) All defined work associated with the Implementation Strategy and CDRL-10 is proposed as separately priced work and the prices on the Payment Plan and Schedule (Attachment D) are valid through the term of the Agreement. The Implementation Strategy and Schedule shall describe the major activities during Phase 2 of the Project. These activities shall address the System Implementation, System Integ~:ation and Test, Training, Final Acceptance and Cutover to Operational status of the radio interoperability and data inte~ation system. 2.3. Alternative Funding SI will informaIly identify alternative funding sources through their Business Development Staff. Funding efforts supported by the SI Business Development staff are not a direct cost to the Customer and will be borne by the SI. 2.3.1. Alternative Funding Application Preparation SI and Customer shall work together to meet identified funding source deadlines. SI shall prepare the technical descriptions, and details required for grant applications prepared by the Customer and / or their Contractor. The SI will provide the information electronically to the Customer. 2.4. Countywide Emergency Communications (E-Comm) Microwave Network SI shall participate in Radio Technical Committee discussions as required to identify issues and potential problems with the proposed system. Participation by the SI in activities related to the oversight bf the E-Comm Microwave Network contractor will not exceed 50 staff hours. 2.5. Silicon ValleyRegional Interoperability Project Long Term Assessment SI shall conduct a high tevet assessment of future publ ic safety radio industrytechnology trends as they impact the Bay Area, This will include a recommendation for the long- term radio planning and future infrastructure investments for Public Safety in the Silicon Valley. The assessment shall assist the Customer with planning for future radio interoperability efforts and associated funding requirements. Preparation of the Long Term Assessment of future public safety radio industry technology trends by the SI will not exceed 50 staff hours. 10/2412003 Page 1 I NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this dodument/br the tei-ms of disclosure Version 1.0 3. Additional Time and Material (T&M) Engineering Services Tasks This Contract Line Item Number 002 (CLIN002) provides services in support of a mechanism for Additional Tasks that the Customer may request of SI. CLIN 002 Task Orders are available ~o provide support to the Project as necessary, on a Time and Material basis. SI shall perform services at the Customer’s sole discretion and direction and commence work on any task order only after obtaining written authorization.from the Customer Project Manager, for that specific task order. 10/2412003 Page 12 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Pl/ssion $Tstems Version 1.0 4. Deliverables SI shall provide deliverable documentation as specified in the Contract Data Requirements List (CDRL) as set forth in Table 4-1 to the Project Coordinator. The Customer shall process each document for approval and acceptance as set forth below. SI shall update CDRLs based on comments from the Proiect Coordinator. The Project Coordinator shall review CDRL submittals and provide written notification of the acceptance or actions and comments against each CDRL to SI within the time specified in the table below. If the Customer finds the submission inadequate, the Project Coordinator shall provide a consolidated list of comments and action items addressing each inadequacy to SI, specifying how any ina~lequacy conflicts with direction in the SOW, the Agreement and/or previously agTeed to Deliverables. SI shall address, correct, and update the CDRL for each comment and/or action item, and then resubmit the CDRL within the times as stated in Table 4-1. The Customer shall review and approve only those elements previously identified as not acceptable and to confirm that all previous comments have been satisfactorily incorporated within the time stated in Table 4-1. Final acceptance shall occur when the Customer Project Manager accepts the final deliverable in Writing or fails to provide written comments to SI within the time specified in Table 4-1. If comments are provided, the Customer Project Manager shall provide written acceptance within the time specified or the deliverable document should be deemed accepted by the Customer. Table 4-1 lists SI’s Deliverable Documents for Phase l of the Project. SI shall deliver all documents in SI’s format to the Project Coordinator unless otherwise mutually agreed. The SI shall deliver three hard copies to the Customer’s Project Coordinator unless otherwise mutually a~eed. All deliverables required for this task are explicitly defined herein: There are no hardware or software deliverables of any kind associated with this SOW. Table 4-1. Phase 1 Deliverable Documents 04. 05. ProFess Reports Briefing Materials and White Papers Questionnaire Template Systems Stakeholder Needs Summary Informational Appwval Informational 10 days/5 days. N/A N/A N/A N/A 10/24/2003 Page 13 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Mission Systems Version 1.0 06a.2.2.4.1 Recommendation Desig-n Review Document and Presentation; Draft 06b.2.2.4.1 Recommendation Design Revie, w, Document and Presentation, Final 07.2.2.4~2 Syste.m Architecture Desigr~ 08.2.2.4.3 Alternative Funding. Documentation 09.2.2.4.4 System Specifications / RFPs. 10.2.2.5 Implementation Strategy 11:2.5 Regional Radio Project Long Term Assessment Review period durations are in business days Informational, to be provided 10 days prior to formal presentation of CDRL 06 Approval Approval Approval N/A 20 days 10 days/5 days 5 days/2 days Approval 10 days/5 days Approval 10 days/5 days Informational N/A 10/24/2003 Page 14 NORTHROP GRUMMAN PROPRIETARY Refer to tl~e cover page of this document for the terms of disclosure Mission Systems Version 1.0 5. Customer Furnished items Table 5-1 lists the items that the Customer shall p)ovide to Systems Inte~ator. Customer shall deliver all Customer Furnished Items (CFI) to SI’s Project Manager within the timeframes set forth below unless otherwise mutually a~eed. 5.1. Project Office (CFI-01) The Customer shall provide SI with suitable Project office facilities within Santa Clara County, CA. 5.1.1. Project LAN/WAN . The Customer shall establish a Project office LAN/WAN with the components described in the Agreement. The work shall include: 1.LAN connectivity for the SI for common data-management access and team-development of deliverables; 2.WAN connectivity for the SI that provides access to Internet services including web access and e-mail; 3. LAN/WAN Management and Security including router firewall configuration; 4.Server, with minimum specifications to be provided by SI. 5.Configuration of server services including file sharing, printer sharing, e- mail services, relational database, DHCP, DNS, FTP services, and web hosting services; and, 6. Installation and configuration of all project printers and other peripherals. 5.2. Project Personnel Access Approval (CFI-02) If required, the Customer shall perform back~ound checks on SI staff and subcontractors in compliance With the Customer security policy. This shall be preformed at CUstomer .facilities at no Cost to SL AS a goal, the Customer shall strive to provide acceptance determination of SI personnel within five (5) business days of paperwork submittal. SI Project Manager shall notify the Project Coordinator if excessive delays are experienced. 5.3. Provide Existing Project Documents (CFI-03) The Customer shall provide SI with all project documentation prepared to date for review by SI. 5.4. Needs Identification (CFI-04) The Project Coordinator shall provide to SI, in writing, contained in the Needs Summary CDRL-05. a prioritization of the needs 10/24/2003 Page 15 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Version 1.0 5.5. Customer Design Selection (CFI-05) The Project Coordinator shall direct the Systems Integrator, in writing, as to the whether 1 to continue with the Systems Integrator recommended solution or select an evaluated alternative, for the RDR CDRL-06b. 5.6. RFP Framework (CFI-06) The Project Coordinator shall provide the Systems Integrator the Customer’s legal reqmrements for the Request.For Proposal document. Framework and Table 5-1. Phase 1 Customer Furnished Items 01 5.1 Office facilities, workspace, office At Start of Agreement furniture, and network access (to include Intemet) 02 5.2 Processing of access approval as As Required required by the Customer 03 5.3 Provide Existing Project At Start of Agreement Documentation 04 5.4 Needs Identification 10 Business Days after Needs Summary is submitted 05 5.5 Customer Desig-n Selection 20 Business Days after formal RDR " 06 5.6 RFP Framework At start of RFP development period per Master Schedule 0/2412003 P.~ge 16 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure P/ission Systems Version 1.0 6.Definitions 6.1. Applicable Documents These are technical or other documents and are part of this SOW to the extent that they are specifically applied within this SOW. SI shall follow all requirements, constraints or other directive materials contained within this SOW. This SOW shall be incorporated into tl~e A~eement. 6.2. Contract Data Requirements List (CDRL) Contract Data Requirements List is a composition of the "deliverables" to be provided under the terms of the A~eement. Deliverables are identified as all products, services and data required to be delivered under the A~eement. The term "deliverable" is reserved for itemsthat are required to be delivered to the Customer. 6.3. Contract Line Item Number (CLIN) Contract line items provide unit prices or lump sum prices for separately identifiable Agreement deliverables, and associated delivery schedules or performance periods. 6.4. Customer Furnished Items (CFI) CFI are items such as documents and facilities that t~e Customer is responsible to provide to the SI. 6.5. Days Days shall mean a business day and are the measuring units for establishing the Work schedule and cycle for review periods. A business day is a traditional weekday of Monday through Friday, and excludes Saturday, Sunday, national and state holidays and emergencies and other days as mutually agreed. 6.6. Firm Fixed Price (FFP) A Price quotation for, a definitized task that is firm and fixed. A firm-fixed-price Agreement provides for a price that is not subject to any adjustment on the basis of SI’s cost experience in performing the Ageement. 6.7. Interoperability Interoperability is the ability of public safety agencies to be able to communicate with one another and to exchange voice and/or data with One another on demand and in real time. 10/24/2003 Page 17 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this docmnent for the terms of disc!osure Versio~ 1.0 6.8. Shall The word "shall", when used in conjunction with a Systems Integrator task, and indicates that SI is obligated to perform the designated effort or provide the designated services or materials. This is the mandatory requirement on SI. 6.9. Task Order An order written by the Project Coordinator for services placed against the A~eement. 6.10. Technical Exchange Meeting (TEM) Technical Exchange Meetings are defined to be informal diScussions, which are required to resolve any technical issues in a timely fashion so as to not jeopardize the Project. These meetings are typically ad hoc, may be held via phone or in person, take place at any Project Facility with in the County, and on relatively short notice. Any Systems Integrator travel required to attend meetings at locations outside the County shall be pre- authorized and funded by Customer. Cost, scope, schedule, or other Agreement issues are not discussed, unless the Customer’s Representative and Systems Integrator’s Contract Manager are present. 6.11. Time and Material (T&M) A time-and-materials Agreement provides for acquiring supplies or services on the basis of direct labor hours at specified fixed hourly rates and materials ([i.e., other direct costs, such as equipment [lease or purchase] and travel)] at cost. 10/24/2003 Page 18 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE NETWORK PARTICIPANTS AND NORTHROP GRUMMAN COMMERCIAL SYSTEMS, INC. FOR PROFESSIONAL SERVICES RELATED TO THE SILICON VALLEY REGIONAL INTEROPERABILITY PROJECT THIS AMENDMENT NO. 1 to the Agreement is dated for identification this 5th day of January, 2004, .and is ma.de by and between the NETWORK PARTICIPANTS and NORTHROP GRUMMAN COMMERCIAL SYSTEMS, INC., having its principal place of business at 1201 Sunset Hills Road, Reston, Virginia, 20190 (hereinafter referred to as "CONTRACTOR"). RECITALS A. On or about November 3, 2003, NETWORK PARTICIPANTS and CONTRACTOR entered into an Agreement for Professional Services Related to the Silicon Valley Regional Interoperability Project. B. NETWORK PARTICIPANTS and CONTRACTOR desire to amend said Agreement dated for identification November 3, 2003, and all amendments thereto, to reflect said modifications. C. On Januar?~ 1, 2004, the business of the Civil Systems Division of Northrop Grumman Space and Mission Systems, Inc. was transferred to Northrop Grumman Commercial Systems Inc, a newly formed wholly owned subsidiary of Northrop Grumman Commercial Information Services, Inc. in the Northrop Grumman Information Technology Sector. NOW, THEREFORE, in consideration of the recitals and mutual promises of the parties contained herein, NETWORK PARTICIPANTS and CONTRACTOR agree to the below- referenced amendments to said Agreement dated-for identification November 3, 2003, and all amendments thereto, as follows: The introductory paragraph is hereby revised to read as follows: This Agreement is dated for identification November 3, 2003, and is made by and betweerL the cities of Campbell, Cupertino, Gilroy, Los Altos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, Saratoga, Sunnyvale, South Santa Clara County Fire District, County.of Santa Clara, Towns of Los Altos Hills and Los Gatos, San Jose State University and the Santa Clara Valley Water District (hereinafter "NETWORK PARTICIPANTS") and Northrop Grumman Commercial Systems, Inc., by and through its Northrop Grumman Information Technology Sector ("Northrop Grurmnan") having its principal place of business at 12011 Sunset Hills Road, Reston, VA 20190 (hereinafter referred to as "CONTRACTOR"), with respect to the following facts: -1- Paragraph 4(a), Incremental Funding, shall be added to the Agreement to read as follows: "4(a) Incremental Funding Four Hundred Sixty-One Thousand Dollars ($461,000) is the amount presently available for payment by the NETWORK PARTICIPANTS and .allocated to this Agreement. It is estimated the allocated amount will cover CONTRACTOR’s performance from November 10, 2003 through January 31, 2004. The parties contemplate that the NETWORK PARTICIPANTS will allocate additional funds incrementally to the Agreement as they are received by the Silicon Valley Regional Interoperability Project up to the full price as specified in Attachment D, Payment Schedule. CONTRACTOR agrees to perform the services in the attached Statement of Work up to the point at which the total amount paid and payable by the NETWORK PARTICIPANTS under the Agreement approximates but does not exceed the total amount actually allocated to the Agreement. CONTRACTOR shall notify the PROJECT COORDINATOR in writing whenever it has reason to believe that the billable amounts it expects to incur in the next thirty (30) days, when added to al! amounts previously billed, will exceed eighty-five percent (85%) of the total amount so far allocated to the Agreement by the NETWORK PARTICIPANTS. In the notification, CONTRACTOR shall notify the PROJECT COORDINATOR the estimated amount of additional funds, if any, required to continue timely performance under the Agreement and when the funds are required. CONTRACTOR is not obligated to continue performance under this Agreement or otherwise incur billable amounts for program management or deliverable documents as specified in the Statement of Work in excess of Four Hundred Sixty- One Thousand Dollars ($461,000) until the NETWORK PARTICIPANTS advise CONTRACTOR in writing that the amount received by the NETWORK PARTICIPANTS has been increased and specifies an increased amount, which shall then constitute the total amount allocated by the NETWORK PARTICIPANTS to this Agreement. If additional funding.is not received by NETWORK PARTICIPANTS for such allocation, and the project remains without additional funds, then the parties may agree to terminate this Agreement in accordance with Clause 23, Termination, of this Agreement, provided, however, that the parties may agree to a Termination for Convenience with a notice period of less than thirty (30) days." All other terms and conditions in that certain Agreement dated for identification November 3, 2003, above referenced, shall remain in full force and effect. -2- IN WITNESS WHEREOF, this Amendment No. 1 to the Agreement between Network Participants and Northrop Grumman Space and. Mission Systems Corporation for professional services related to the Silicon Valley Regional Interoperability Project, dated for identification November 3, 2003, is executed by NETWORK PARTICIPANTS and CONTRACTOR. "NETWORK PARTICIPANTS": Santa Clara County/City Managers Association Santa Clara County Fire Chief’s Association ......... .I/ .B Bill WelsgerBer Fire Chief, Milpitas Department Public Safety Communications Manager’s Association X-badr~ Phillips Manager, Technical Services, Sunnyvale DPS Santa Clara County Police Chief’s Association Stephen D. Lodge Chief of Police, Santa Clara Police Department Public Safety Communications Manager’s Association By:_, ~’~4 ............... --~ Sheryl A. C0~tois Technical Services Coordinator, Palo Alto Police Department FINANCIAL APPROVAL: Finance an "nist at’~e ~ervices Director City of Mountain View APPROVED AS TO FORM: Cit~ Mountain View "CONTRACTOR": NORTHROP GRUMMAN COMMERCIAL SYSTEMS, INC. C~’ristine Kelsey/]ci Contracts Mana~r -4- IN WITNESS WHEREOF, this Amendment No. 4 to the Agreement between Network Participants and Northrop Grumman Commercial Systems, .Inc. for professional services related to the Silicon Valley Regional Interoperability Project, dated for identification November 3, 2003, is executed by NETWORK PARTICIPANTS and CONTRACTOR. "NETWORK PARTICIPANTS": Santa Clara County/City Managers Association \." By:~~Be5 . Santa Clara ef~s ,ciation Bill Weisgerb~ .... Fire Chief, Mill:Department Santa Clara County Police Chiefs Association Stephen D. Lodge Chief of Police, Santa Clara Police Depm’tment Public Safety Communications Manager’s Association By: Sheryl A. Contois Technical Services Coordinator, Palo Alto Police Department -2- FINA~IAL APPROVAL: ’ Services Dire"etor’ City of Mountain View APPROVED AS TO FO_~ S.~r~o) Assistant City Attorney ,Ci_~idf, Mountain View "CONTRACTOR": NORTHROP GRUMMAN COMMERCIAL SYSTEMS / By: Contracts Mana -3- Version2.0 Silicon Valley Regional Interoperability Project STATEMENT OF WORK PHASE Prepared By Northrop Grumman Commercial Systems, Inc. Commercial, State and Local Solutions State and Local PuNic Safety Solutions 12011 Sunset Hills Road Reston, Virginia 20190 Prepared For Steering Committee Silicon Valley Regional Interoperability Project C/o David Rauschhuber 70 North First Street Campbell, CA 95008 © Northrop Grumman Commercial Systems, Inc 2004. All riglTts reserved. This document contains commercial or financial information or trade secrets of Northrop Grumman CSI, whicln are confidential and exempt for disclosure to the public under the California Public Records _Act, Section 6254. Public disclosure of any such information or trade secrets shall not be made without prompt notification and the prior written permission of Northrop Grumman CSI. Northrop Gmmman CSI agrees to defend any information to any party malting a request therefore. Version 210 APPROVAL Approved By: STEERING COMMITTEE Sheryl A Contois Date: Approved By: STEERING COMMITTEE Stephen D. Lddge NORTHROP GRUMMAN CO’~IERICIAL Raymond C. Duncan Date: Date: REVISION/CHANGE RECORD DATE REV. OR AUTHORIZATION CHANGE PAGES CHGE DESCRIPTION AFFECTED NO. Ver. 1 Original Submission All Vet. 2 25 May 2004 15 July 2004 Incorporation of E-Comm Network Design Task and Network Operations Center Concept 11; 12 and 15 7/15/2004 Version 2.0 TABLE OF CONTENTS 1 1.1. .1.2. 1.3. 1.4. 1.4.1. 1.4.2. 2. 2.1. 2.1.1. 2.1.2. 2.1.3. 2.1.4. 2.1.5. 2.2. 2.2.1. 2.2.2. 2.2.3. 2.2.4. 2.2.5. 2.3. 2.3.1. 2.4. 2.4.1. 2.4.2. 2.5. o 4. 5. 5.1. 5.1.1. 5.2. 5:3. 5.4. 5.5. 5.6. 5.7. 6. 6.1. 6.2. 6.3. General 1 Background ..........................................................................................................2 Overview of Phased Approach ............................................................................2 Phase 1 Overview ................................................................................................4 Roles and Responsibilities ...................................................................................4 Customer ...............................................................................................................4 Systems Integrator ................................................................................................5 Project Management, Systems Engineering and ’Alternative Funding Support ......6 Project Management ............................................................................................6 Project Plan and Schedule (CDRL-01) .................................................................6 Progress Reports (CDRL-02) ................................................................................6 Data Management .................................................................................................6 Ri~ldOpportunity Management .............................................................................7 Meeting and Reviews ...................................................................................." 7 Systems Engineering ............................................................................................7 Analyze and Validate Existing Project Documentation ........................................7 Needs Analysis .......................................................................................................8 Requirements Traceability Database .......................................................8 System Architecture ..................................: ...........................................................9 Reserved (CDRL-10).¯ ..........11 Alternative Fur~ding ...........................................................................................11 Alternative Funding Application Preparation ..................................................,.. 11 Countywide Emergency Communications (E-Comm) Microwave Network ....11 E-COMM Network Design (CDRL-12) ...................................................... .......11 Network Operations Center (NOC) Concept (CDRL- 13) .......¯ ...........................11 Silicon Valley Regional Interoperability Project Long Term Assessment (CDRL-11) ...............................’ ’ 12 Additional Time and Material (T&M) Engineering Services Tasks ....................13 Deliverables ..........................................................................................................14 Customer Furnished Items ....................................................................................16 Project Office (CFI-01) ......................................................................................16 Project LAN/WAN .............................................................................................16 Project Personnel Access ApprQval (CFI-02) ....................................................16 Provide Existing Project Documents (CFI-03) .....’ .............................................16 Needs Identification (CFI-04) ................................ .............................................16 Customer Design Selection (CFI-05) .................................................................17 RFP Framework (CFI-06) ..................................................................................17 E-Comm Design (CFI-07) ..............................................................., .................17 Definitions ............................................................................................................18 Applicable Documents .......................................................................................18 Contract Data Requirements List (CDRL) ’18 Contract Line Item Number (CLIN) ..................................................................18 7/15/2004 ii Version 210 6,4. 6.5. 6.6. 6.7. 6.8. 6.9. 6.10. 6.11. Customer Furnished Items (CFI) .......................................................................18 Days ...................................................................................: ...............................18 Finn Fixed Price (FFP) ......................................................................................18 Interoperability ................i ..................................................................................18 Shall ...................................................................................................................19 Task Order .........................................................................................................19 Technical Exchange Meeting (TEM) .................................................................19 Time and Material (T&M) .................................................................................19 7/15/2004 iii Version2.0 1. General This Statement of Work (SOW) describes the tasks to be perfolxned by Northrop Grumman Mission Systems Inc. (hereinafter referred to as the ’Systems Integrator’ or "SI") for Phase 1 of the Silicon Valley Regional Interoperability Project hereinafter referred to as ’the Project’. The Customer for the Project are the Network Participants consisting of Eighteen Santa Clara County jurisdictions, representing some thirty law enforcement, fire and emergency medical services agencies within Santa Clara County, partnered together under the general direction of the Santa Clara County/Cities Managers’ Association. The Network Participants have entered into a joint agreement for this Project and authorized the Communications Steering Committee, as the Customer Project Manager, to act as its agent for purposes of this Agreement. The Network Participants are hereinafter referred to as the "the Customer". Customer and SI shal! have joint responsibility for several tasks within the Project and ¯ each have designated a Project Manager or Coordinator. This SOW outlines the roles and responsibilities of the Customer and SI for the Project. SI Project Manager and Customer’s Project Coordinator are collectively referred to as the "Team". The cities of Campbell, Cupertino, Gilroy, Los Altos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, Saratoga, Surmyvale, County Of Santa Clara, Towns of Los Altos Hills and Los Gatos, represented by the following law enforcement, fire and emergency medical services agencies are potential Stakeholders in the Project as identified below: ¸1. 3. 4. 5. 6. 7. 8. 13. American Medical Response California Highway Patrol ’ Campbell Police Department Criminal Justice Information Center Gilroy Fire Department Gilroy Police Department Los Altos Police Department Los GatosiMonte Sereno Police Department Milpitas Fire Department Milpitas Police Department Morgan Hill Police Department Mountain View Fire Department Mountain View Police Department Palo Alto Fire Department Palo Alto Police Department San Jose Fire Department San Jose Police Department, including the SJ Airport Police San Jose State University Police Santa Clara Communications 7115/2004 Page l NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Version 2.0 20. ,21. 22. 23. .24. 25. 26. 27. 28. 29. 30. 31. Santa Clara Santa Clara Santa Clara Santa Clara Santa Clara Santa Clara Santa Clara County Communications County District Attorney County Fire Department County Sheriff County Sheriff’ s Law Enforcement Telecommunications System Fire Department Police Department Santa Clara Valley Water District Saratoga Fire District South County Fire District California Dept. of Forestry Stanford Police Department (Represented by Sheriff!Palo Alto Police/Fire) Sunnyvale Department of Public Safety 1.1.Background The Customer seeks to build a state-of-the-art radio interoperability and data integration system for public safety. Additionally, Customer seeks assistance in identifying and obtaining alternative funding resources for the Project, to include grants, and other alternative funding options. 1.2. Overview of Phased Approach The Project consists of two distinct phases of work: Phase 1:Definition, Recommendations, System Specification, ]klternative Funding Support and Preparation of a Request for Proposal for a state-of-the~art radio interoperability and data integration system; Phase 2: -System Engineering, Integration, Deployment, Implementation and Systems Verification of a state-of-the-art radio interoperability and data integration system. This SOW includes Phase 1 tasks only as identified below. Phase 2 activities will be addressed in a separate SOW. 7/1512004 Page 2 ¯NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Version 2.0 001 002 Project Management, Systems Engineering, and Alternative Funding Support .As Required Additional Engineering and/or Alternative Funding Support Firm Fixed Price Time and Material Phase 1 Project Management, Systems Engineering, and Alternative Funding Support as defined in Section 2. As described in individual work ordersl upon request from the Customer. Figure 1-1 shows the project phases and the sequencing of the major activities. Work Items Identified within the Current, sow Phase Ph~s÷ Project Management, AIt. Funding Support and Systems Eng. (CLIN001) Alternative Funding and Additional Engineering Support (CLIN002)--~ Figure 1-1. CLIN and Phase Structure of the Project 7/15/2004 Page 3 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document J~or the terms of disclosure Version 2.0 1.3.Phase i Overview During Phase 1 of the Proj ect, the Team will develop a complete, comprehensive, and integrated Operational Conc.ept Definition of the proposed Interoperability Project. The process will begin with a validation of the documentation and concepts that are embodied in the current, work-in-process Project documents. Any outstanding issues or discrepancies will be clarified and resolved prior to beNnning work on the Operational Concept Definition. SI wi!l perform a Needs Analysis (CDRL-05) to complete the Operational Concept Definition and to lay the groundwork for development of a recommended System Architecture (CDRL-06). The System Architecture builds upon the Operational Concept Definition and documents the scope of the resulting solution as well as the major system interfaces. The System Architecture will include security architecture, disaster recovery approach, and operational considerations. Once the System Architecture (CDRL-07) has been approved the SI will prepare technical material, "Alternative Funding Design Documentation’’ (CDRL-08), to be used by the funding subcontractor in the preparation of funding submissions. Following System Architecture (CDRL-07) approval, SI will proceed with the development of the System Specifications (CDRL-09) for both radio interoperability and data integration. The System Specifications will serve as the basis for RFPs. The specifications will be developed at the level of detail necessary to support the technical evaluation of a wide range of third party and Commercial Off-The-Shelf (COTS) software, hardware, and firmware products. The products will be subject to third party supplier solicitation, negotiation, and option-commitment agreements during Phase 2. The products will also be acquired during Phase 2, integrated, and deployed as the final physical radio interoperability and data integration system. SI understands the Customer;s requirement to achieYe interoperability and data integration by leveraging existing resources augmented by Customer planned upgrades. Therefore, SI will work to achieve the highest level of interoperability that can be achieved based or, the existing Customer radio and data infrastructures and on other Customer constraints. SI will develop an Implementation Strategy (CDRL-10) that will further define the resources and processes necessary to undertake and successfully complete Phase 2. The Implementation Strategy will address the System Implementation, System Integration and Test, Training, Final Acceptance and Cutover to Operational status of the radio interoperability and data integration system. 1.4.Roles and Responsibilities 1.4.1. Customer Customer will have final approval authority for all SI Phase 1 deliverables set forth in this SOW. Customer will fully participate in all Phase 1 work, to include radio 7/1 ~12004 Page 4 NORTHROP GRUMMAN PROPP, IETARY Refer to the cover page of this document for the temps of disclosure Version 2.0 interoperability and data integration system design. The Master Schedule defines dates for CFI, Customer meetings, review periods, and other Customer inputs. The SI assunaes availability of Customer’s subject matter experts in accordance with schedule requirements and the Customer will close assigned action items in a timely manner. 1.4.2. Systems Integrator SI will manage matters relating to the performance of the Agreement, ensuring that the personnel necessary are assigned and made available at the times and places necessary to meet established schedules. 7/15/2004 Page 5 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Version 2.0 2.Proj ect Management, Systems Engineering and Alternative Funding Support This Contract Line Item Number 001 (CLIN001) outlines the Project Management, Alternative Funding Support and Systems Engineering for the Project and consists of the following tasks. 2.1. Project Management 2.1.i. Project Plan and Schedule (CDRL-01) The Project Plan (Attachment B) shall include a Project Schedule .and will provide common guidance to ensure the successful accomplishment of tasks. The Project Schedule shall provide the necessary information to ensure each SOW task is completed as scheduled for Phase 1. Holidays and non-working days will be shown on the schedule. The period between Christmas Eve and New Years Day will be non-working days. 2.1.2. Progress Reports (CDRL-02) SI shall provide bi-weekly Project Progress Reports to the Project Coordinator in a mutually agreed format. The Progress Reports shall include: a. The .Project Schedule updated to show progress and present projections. All plan changes and late performance shall be explained. b. Technical progress. c..Proj ect problems and corrective action taken or planned. d. Status of open items submitted to Project Coordinator pending approval or waivers. e.Status of Contract Data Requirements List (CDRL) items. f.Status of assigned action items g.Alternative Funding InformatiOn 2.1.3. Data Management SI shall utilize a data management system to document and control the configuration of SI’s Phase 1 deliverables. Deliverable documents shall be readable using Microsoft Office applications unless otherwise coordinated with the Project Coordinator. The configuration management procedures cover the processing of changes, establishing and maintaining baselines. The data management system provides for preparation, review, release, change controls storage, retrieval and distribution of CDRL and other documents. In addition, SI shall provide access to approved CDRL items thi’ough a Systems Integrator maintained server; the Team shall control Customer access. 7/15/2004 Page 6 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosm’e Version 2.0 2.1.4. Risk/Opportunity Management SI shall provide input to the Customer’s process for evaluating and mitigating risk and identifying opportunities related to the Prqject. 2.1.5. Meeting and Reviews SI shall participate in meetings as they pertain to the Project. SI shall perform in the capacity indicated at each of the following meeting types: 2.1.5.1 .Proj ect Management Support Meetings (CDRL:03) SI shall lead and/or contribute to Project Management Suppo~ Meetings as requested by the Project Coordinator to suppor~ the advancement of the Prqiect. These.meetings shall include but not be limited to Cit) Council Meetings and other such requested forums. Preparation of Briefing materials and White Papers (2-3.pages average length) may be requested in preparation for such meetings,, provided that such research and preparation does not exceed 50 staff hours for Phase 1. 2.1.5.2.Recommendation Design Review Meetings The Team shall coordinate, schedule and lead separate Recommendation Design Review Meetings with the Stakeholders regarding radio interoperability and. data integration. 2.1.5.3.Technical Exchange Meetings (TEMs) SI shall participate in Technical Exchange Meetings (TEMs) to support the review and resolution of Project requirements and design issues as set forth in Section 6.10, herein. The SI’s participation in ad hoc, Customer initiated TEM will not exceed 8 staff hours per calendar month. The Customer will fund any SI travel required to attend meetings at locations outside the County. 2.1.5.4.Interoperability Policy Workgroup Meetings SI shall participate in Interoperability Policy Workgroup Meetings as required to support ongoing or anticipated, Project work. The SI’s participation in Interoperability Policy Work~oup Meetings will not exceed 8 staff horn’s per calendar month. 2.2. Systems Engineering Systems Engineering provides analysis, system design ’ recolmnendation, and System Specifications (RFP) and a Phase 2 Ianplementation Strategy for the Project. 2.2.1. Analyze and Validate Existing Project Documentation The Project Coordinator shall provide SI with complete documentation prepared for the project to date for SI to review. SI shall review these documents for completeness. The Customer shall provide the SI witl~ reasonable and timely access to existing project 7/15/2004 Page 7 NORTHROP GRUM2VIAN PROPRIETARY Refer to the cover page of this document for the terms of disclosm’e Version2.0 documentation for review and/or reproduction upon request from SI following execution of the Agreement. 2.2.2, Needs Analysis This Analysis shall include interviews of the Customers’ Staff in order to develop an Operational Concept Definition and outline the needs of the Stakeholders. 2.2.2.1.Interview Roster Candidate Team shall prepare a roster of interview candidates (representing groups and/or individuals) who are Stakeholders in the Project. The Project Coordinator sha!l assign each candidate on the approved interview roster to one or more "input-groups". An interview candidate may belong to more than one input group. 2.2.2.2.Interview Topics/Questionnaire (CDRL-04) Team shall develop specific interview topics and questionnaire materia!. 2.2.2.3.Interview Schedule Team shall schedule dates/times to interview the Stakeholders. 2.2.2.4.Conduct Stakeholder Interviews SI shall conduct individual or group interviews of all Stakeholders on the interview ro ster. 2.2.2.5. Stakeholder Needs Summary (CDRL-05) SI shall prepare a Systems Stakeholder Needs Sttmmary that reflects the priorities identified during the Stakeholder interviews. The Needs Summary shall be captured into the Requirements Traceability Database. The Project Coordinator shall provide a prioritized list of the Needs identified in accordance with Section 5.4. 2.2.2.6. Operational Concept Definition Team shall develop the Operational Concept Definition, which describes, both fi:om user and technica! viewpoints, the functions and capabilities of the radio interoperability and data integration system. 2.2.3. Requirements Traceability Database SI shall design a Reqmrements Traceability Database (RTDB) for use in tracking radio interoperability and data integration requirements. This database shall provide access for the Team members via a controlled access. Team shall be able to rewew the RTDB as it is developed and provide comments. SI shall control all changes to the RTDB. 7/I5/2004 Page 8 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Version 2.0 2.2.4. System Architecture SI shall develop will evaluate no more than tlv’ee (3) alternative solutions for radio interoperability and data integration based upon Customer input for presentation at the Requirements Design Review. SI shall evaluate the alternative high-level systems architectures and present the results to the Team at the Recommendation Design Reviews. The Customer Project Manager shall direct SI as to the whether to continue with the recommended solutions or select fi:om one of the evaluated alternatives. SI sha!l finalize the systems architectures for the radio interoperability and data integration. The System Architecture shall identify the major system components, interfaces to external systems, and preliminary data flow diagrarns. Radio Interoperability will involve the design and recommendation for an interoperable solution for all Network Participants based upon the existing voice radio network without replacement or augmentation of the existing radio hardware or tower locations. The design will take into consideration the Microwave Grant awarded to the City of San Jose in September of 2003 ("Microwave Grant"). Data Integration will involve the design and recommendation for an interoperable solution for all Network Participants based upon the existing Computer Aided Dispatch (CAD) network without replacement or augmentation of the existing Systems. The design will take into consideration the Microwave Grant. The design will also take into consideration the extension of existing CAD systems tO neighboring jurisdictions. A monolithic CAD solution is not an option and will not be considered by the SI. Trade studies may be performed to assist in the desigi~ and selection process for the various alternatives and to document major design decisions. In the event that Engineering is required to modify existing facilities to accommodate the proposed final solution, separate pricing will be provided for any modifications required as a part Of the solution. 2.224.1.Recommendati’on Design Review (CDRL-06) SI shall prepare a draft and final written Recommendation Design Review (RDR) for the radio interoperability and data integration system. There will be a single Recommendation Design Review containing the alternative solutions for both data integration and radio interoperability. SI shall present technical aspects of the evaluated approaches, review criteria (including functional, lifecycle cost, implementation schedule and risk, operational considerations), criteria weighting, and SI’s recommendations. Customer Project Manager shall direct SI as to the whether to continue with the recommended solutions or select from one of the evaluated alternatives within twenty (20) business days of receipt c;f the final RDR in accordance with Section 5.5, Customer Design Selection, of this SOW. The SI will support the Customer Project Team in the pr,esentation of the RDR briefing to other Stakeholders within the twenty-day evaluation period as required. 7/15/2004 Page 9 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Version2.0 2.2.4.2.SystemArchitecture Document (CDRL-07) System Architecture Document shall be developed for the system designs selected for the radio interoperability and data integration system. A single System Architecture Document will be developed for both data integration and radio interoperability. The System Architecture shall describe the major system components and how they in combination address the system requirements. System Architecture Documents shall address the following: System Requirements Baseline: e.g. Functional, Performance, External Interfaces, & . Operational requirements. Security Architecture: Netwo’rk and User Securi.ty. The security architecture shall be in compliance to the Customer’s Security Policies and shall provide context for the security related requirements of the system. Disaster Recovery: Analysis of failure and disaster, scenarios including device faults, telecommunications failures, outages from natural disasters as well as risks from terrorist action. Technical and procedural steps that shall allow for continued operation, failover and recovery, data integrity, and system restoral shall be described. Duplication of services at different physical facilities within the County infrastructure shall also be addressed. ¯ System Interface(s): Interfaces between the System and existing systems. The emphasis is on functional interfaces augmented with physical and/or electrical properties of the interface as appropriate. Additional design information: Data flow diagrams, structure charts, as appropriate 2.2.4.3.Alternative Funding Documentation (CDRL-08) SI shall prepare the necessary design documentation that is required for identi~ed radio interoperability and data integration funding oppommities. 2.2.4.4.System Specifications / RFPs (CDRL-09) All defined .work associated with the System Specifications / RFPs and CDRL-09 is proposed as separately priced work on the Payment Plan and Schedule (Attachment D) and the price is valid through June 2004. The proposed price assumes that the SI technical staff will-begin this work without work stoppage following the completion of the System Architecture (CDRL-07). If this is not the case the technical staff may be reassigned. Therefore, the price validity is based on receipt of a change order from the Steering Committee to proceed with the work 30 days prior to initial submission of the System Architecture (CDRL-07). SI shall draft Request for Proposals (RFP) for radio interoperabiiity and data integration system. Each RFP shall include a Sys.tem Specification and scope of services. The System Specification outlines the system requirements and the methods to be used to ensure thkt each r, equirement has been met. Requirements pertaining to the system external interfaces may be presented in the System Specification. 7/15/2004 Page 10 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosuxe Version 2.0 2.2.5. Reserved (CDRL-10) 2.3. Alternative Funding SI will informally identify alternative funding sources through their Business Development Staff. Funding efforts supported by the SI Business Development staff are not a direct cost to the Customer and will be borne by the SI. 2.3.1. Alternative Funding Application Preparation si and Customer shall work together to meet identified funding source deadlines: SI shall prepare the technical descriptions and details re@red for grant applications prepared by the Customer and / or their Contractor. The SI will provide the infon-nation electronically to the Customer. 2.4. Countywide Emergency Communications (E-Comm) Microwave Network SI shall participate in Radio Technical Committee discussions as required to identify issues and potential problems with the proposed system. Participation by the SI in activities related to the oversight of the E-Comm Microwave Network contractor will not exceed 50 staff hours. 2.4.1. E-COMM Network Design (CDRL-12) SI shall create and deliver an E-Comm Network Design and Specification document in support of the Microwave design underway by Harris Corp. TheDesign and Specification document shall support the proposed Regional Interoperability Information Broker and Land Mobile Radio Network interoperability specifications The specific points to be covered in the designa!specification document shall include the following: System Requirements Baseline: e.g. Functional, Performance, External Interfaces, & Operational requirements; both proposed and existing. Security Architecture: Network and User Security. The security architecture shall be in compliance to the Customer’s Security Policies and shall provide context for the security related requirements of the system. System Interface(s): Interfaces between the proposed E-Comm System and existing systems. The emphasis is on functional interfaces augmented with physical and!or electrical properties of the interface as appropriate. 2.4.2. Network Operations Center (NOC) Concept (CDRL-13) SI shall draft a white paper designed for executives that explores the concepts of a Network Operation Center. The paper will address the relationships associated to the management of the Element Managers for the E-Comm Network RF and Data Networks, the proposed Regional Interoperability Information Broker (RIIB), and Land Mobile Radio Network interoperability solutions. The white paper shall additionally address the 7/15/2004 Page 11 NORTHROP GRUMMAN PROPRIETARY Refer to the. cover page of this document for the terms of disclosure Version 2.0 design and operations philosophies of "centralized" (Manager of Managers (MoM)) control, 2.5.Silicon Valley Regional Interoperability Project Long Term Assessment (CDRL-11) SI shall conduct a high level assessment of future public safety radio industry technology trends as they impact the Bay Area. This will include a recommendation for the long- term radio planning and future infrastructure investments for Public Safety ih the Silicon Valley. The assessment shall assist the Customer with planning for future radio interoperability efforts and associated funding requirements Preparation of the Long Term Assessment of future public safety radio industry technology trends by the SI will not exceed 50 staff hours, 7/15/2004 Page 12 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Version2.0 3. Additional Time and Material (T&M) Engineering Services Tasks This Contract Line Item Number 002 (CLIN002) provides services in support of a mechanism for Additional Tasks that the Customer may request of SI. CLIN 002 Task Orders are available to provide support to the Project as necessary, on a Time and Material basis. SI shall perform services at the Customer’s sole discretion and direction and commence work on any task order only after obtaining written authorization from the Customer Project Manager; for that specific task order. 7/15/2004 Page 13 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Version 2.0 4. Deliverables SI shall provide deliverable documentation as specified in the Contract Data Requirements List (CDRL) as set forth in Table 4-1 to the Project Coordinator. The Customer shall process each document for approval and acceptance as set forth below. SI shall update CDRLs based on comments ~om the Project Coordinator. The Project Coordinator shall review CDRL submittals and provide written notification of the acceptance or actions and comments against each CDRL to SI within the time specified in the table below. If the Customer finds the submission inadequate, the Project ¯ Coordinator shall provide a consolidated list of comments and action items addressing each inadequacy to SI, specifying how any inadequacy conflicts with direction in the SOW, the Agreement and/or previously agreed to Deliverables. SI shall address, con’ect, and update the CDRL for each comment and/or action item, and then resubmit the CDRL within the times as stated in Table 4-1. The Customer shall review and approve only those elements previously identified as not acceptable and to confirm that all previous comments have been satisfactorily incorporated within the time stated in Table 4-1. Final acceptance shall occur whrn the Customer Project Manager accepts the final deliverable in writing or fails to provide written comments to SI within the time specified in Table 4-1. If comments are provided, the Customer Project Manager shall provide written acceptance within the time specified or the deliverable document should be deemed accepted by the Customer. Table 4-1 lists SI’s Deliverable Documents for Phase 1 of the Project. SI shall deliver all docufnents in SI’s format to the Project Coordinator unless otherwise mutually agreed. The SI.shall deliver three hard copies to the Customer’s Project Coordinator unless otherwise mutually agreed. All deliverables required for this task are explicitly defined herein. There are no hardware or software deliverables of any kind associated with this SOW. Table 4-1. Phase 1 Deliverable Documents 01.2.1.1 Project Plan and Schedule Approva!10 days/5 days 02.2.1.2 Progress Reports Informational N/A 03.2.1.5.1 Briefing Materials and White Informational N/A Papers 04.2.2.2.2 Questionnaire Template Approval N/A 05.2:2.2.5 Systems Stakeholder Needs Informational N/A Summary 7/15/2004 Page 14 NORTHROP GRUMMAN PROP1LIETARY Refer to the cover page of this document for the terms of disclosure Version 2.0 06a. 06b. 07. 08. 09. 10. 11. 12. 13. 2.2.4.1 2.2.4.1 2.2.4.4 2.2.5 2.5 Recommendation Design Review Document and Presentation, Draft Recommendation Design Review, Document and Presentation Final System Architecture Design Alternative Funding Documentation System .Specifications / RFPs Reserved Regional Radio Project Long Term Assessment E-COMM Network Design Network Operations Center (NOC) Concept Review period durations are in business days Informational, to be provided 10 days prior to formal presentation of CDRL 06 ~ Approval Approval Approval Approval Informational Approval Informational N/A 20 days I0 days/5 days 5 days/2 days 10 days/5 days N/A 5 days/5 days N/A 7/I5 ’2004 Page 15 NORTHROP GRUMMAN PROPRIETARY P~efer to the cover page of this document for the terms of disclosure Version2.0 5. Customer Furnished Items Table 5-1 lists the items that the Customer shall provide to Systems Integrator. Customer shall deliver all Customer Furnished Items (CFI) to SI’s Project Manager within the timeframes set forth below unless otherwise mutually agreed. 5.1. Project Office (CFI-01) The Customer shall provide SI with suitable Project office facilities within Santa Clara County, CA. 5.1.1. Project LAN/WAN The Customer shall establish a Project office LAN/WAN with the components described in the Agreement. The work shall include: 1.LAb," connectivity for the SI for common data-management access and team-development of deliverables; 2.WAN connectivity for the SI that provides.access to Interact services including web access and e-mail; 3. LAN/WAN Management and Security including router firewall configuration; 4.Server, with minimum specifications to be provided by SI. 5.Configuration of server services including file sharing, printer sharing, e- mail services, relational database, DHCP, DNS, FTP services, and web hosting services; and, 6. Installation and configuration of all project printers and other peripherals. 5.2. Project Personnel Access Approval (CFI-02) If required, the Customer shall perform background checks on SI staff and subcontractors in compliance with the Customer security policy. This shall be preformed at Customer facilities at nO cost to. SI. As a goal, the Customer shall strive to provide acceptance determination of SI personnel within five (5) business days of paperwork, submittal. SI Proj ect Manager shall notify the Project Coordinator if excessive delays are experienced. 5.3.Provide Existing Project Documents (CFI-03) The Customer shal! provide SI with all project documentation prepared to date for review by SI. 5.4. Needs Identification (CFI-04) The Project Coordinator shall provide to SI, contained in the Needs Summary CDRL-05. in writing,a prioritization of the needs 7/15/2004 Page 16 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Version 2.0 5.5. Customer Design Selection (CFI-05) The Project Coordinator shall direct the Systems Integrator, in writing, as to the whether to continue with the Systems I~ltegrator recommended solution or select an evaluated alternative, for the RDR CDRL-06b. 5.6, RFP FramewOrk (CFI,06) The Project Coordinator shall provide the Systems Integrator the Customer’s legal requirements for the Request For Proposal document. Framework and 5.7.E-Comm Design (CFI-07) The Project Coordinator shall provide the Systems Integrator the current design as prepared by Harris Corp. for the E-Comm microwave system. Table 5-1. Phase 1 Customer Furnished Items 01 5.1 Office facilities, workspace, office At Start of Agreement furniture, and network access (to include Internet) 02 5.2 Processing of access approval as As Required required by the Customer 03 5.3 Provide Existing Project At Start of Agreement Documentation 04 5.4 Needs Identification 10 Business Days after Needs Summary is submitted 05 5.5 Customer Design Selection 20 Business Days after formal RDR 06 5.6 RFP Framework At start of RFP ~development period per Master Schedule 07 5.7 E-Comm Design 4 August 2004 7/15/2004 Page 17 NORTHROP GRUMMAN PROPRIETARY Refer tO the cover page of this document for the terms of disclosure Version 2.0 6.Definitions 6.1.Applicable Documents These are technical or other documents and are part of this SOW to the extent that they. are specifically applied within this SOW. SI shall follow all requirements, constraints or other directive materials contained within this SOW. This SOW shall be incorporated into the Agreement. 6.2. Contract Data Requirements List (CDRL) Contract Data Requirements List is a composition of the "deliverables" to be prdvided under the ten:as of the Agreement. Deliverables are identified as al! products, services and data required to be delivered under the Agreement. The term "deliverable" is reserved for items that are required to be delivered to the Customer. 6.3. Contract Line Item Number (CLIN) Contract line items provide unit prices or lump sum prices for separately identifiable Agreement deliverables, and associated delivery schedules or performance periods. .6.4. Customer Furnished Items (CFI) CFI are items such as documents and facilities tha~ the Customer is responsible to provide to the SI. 6.5. Days Days shall mean a business day and are the measuring units for establishing the work schedule and cycle for review periods. A business day is a traditional weekday of Monday. through Friday, and excludes Saturday, Sunday, national and state holidays and emergencies and other days as mutually agreed. 6.6. Firm Fixed Price (FFP) A Price quotation for a definitized task that is firm and fixed. A firm-fixed-price Agreement provides for a price that is not subject to any adjustment on the basis of SI’s cost experience in performing the Agreement. 6.7. Interoperability Interoperability is the ability of public safety agencies to be able to communicate with one another and to exchange voice ancL or data with one another on demand and in real time. 7/15/2004 Page 18 NORTHROP GRUM_MAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Version 2.0 6.8. Shall The word "shall", when used in conjunction with a Systems Integrator task, and indicates that SI is obligated to perform the designated effort or provide the designated services or materials. This is the mandatory requirement on SI. 6.9. Task Order An order written by the Project Coordinator for services placed against the Agreement. 6.10. Technical Exchange Meeting (TEIVI) Technical Exchange Meetings are defined to be informal discussions, which are required to resolve any technical issues in a timely fashion so as to not jeopardize the Project. These meetings are typical!y ad hoc, may be held via phone or in person, take place at any Project Facility with in the County, and on relatively short notice. Any Systems Iaategrator travel required to attend meetings at locations outside the County shall be pre- authorized and funded by Customer. Cost, scope, schedule, or other Agreement issues are not discussed, unless the Customer’s Representative and Systems Integrator’s Contract Manager are present. 6.11. Time and Material (T&M) A time-and-materials Agreement provides for acquiring supplies or services on the basis 0f direct labor hours at specified fixed hourly rates and materials ([i.e., other.direct costs, such as equipment [lease or purchase] and travel)l at cost. 7/15/2004 Page 19 NORTHROP GRUMMAN PROPRIETARY Refer to the cover page of this document for the terms of disclosure Northrop Gruman Mission Systems Payment Schedule Payment Number 7 10 11 Billing Date 1-Dec-2003 M/E Nov. ’03 1-Jan-2004 M/E Dec. ’03 1-Feb-2004 - M/E Jan, ’04 1-Mar-2004 M/E Feb. ’04 1-Apr-2004 M/E Mar. ’04 1-May-2004 M/E Apr. ’04 1-Jun-2004 M!E May. ’04 1-Jul-2004 M/E Jun. ’04 1-Aug-2004 Phase l/Task Project Management Project Mobilization Engineering Services (CDRL 03 & 04) Subtotal Project Management Engineering Services (CDRL 02 & 04) ¯ Subtotal Invoice Amount $56,851 $43,248 $43,992 $144,091 $56,851 $58 107 $t14,958 Project Management Engineering Services (CDRL 01& 05) Project Management Engineering Services (CDRL 05) Project Management Engineering Services Project Management Engineering Services (CDRL 06) $56,851 $64,400 $121,25! $56,851 $62,282 $56,851 $56,851 $142,256 M/E Jul,’04 1-Sep-2004 M!E Aug. ’04 Project Management Engineering Services (ODRL 11) Project Management Engineering Services (CDRL 07 & 08) Project Management ¯ Engineering Services Project Management Engineering Services (CDRL 09) $56,851 $46,882 . subtotal~.: ..$103~733 $56,851 $78,45/ $56,851 Subtotal ... -" $56,851 $56,851 $106,283 Subtotal ¯.$163,! 34 1-Oct-2004 M/E Sep. ’04 Project Manageme.nt Engineering Services (CDRL 12 & 13) Billing Summary Project Management (Incl. Mobilization) Engineering Services Subtotal Total Payments $18,950 $65,142 $8092 $630,70i $667,80~ ¯ $1,298,508 Note: Payments are exclusive of any costs for authorized work performed on a Time and Material basis (T&M). Authorized T&M work will be invoiced monthly based upon hours/cost incurred. 08/20/04 11:50 FAX 408 294 4851 CounW of Santa Clara Office of the Cotmty Executive, county Government Center, East wing 70 West Hedding Stroet San Jose California 951 I 0 (408) 299-5 ! 05 SCLARA C0-0ES-B ~002 August 16, 2004 Michael Levy, Deputy Director Office of Homeland Security C/o Governor’s Office of Emergency Services P.O. Box 419023 Rancho Cordova; CA 95741-9023 Dear Mr..Levy, As an authorized signatory for Santa Clara County’s State Homeland Security grants, I hereby request a budget modification to move funding beeween the PY2003 State Homeland Security Grant Program Part II and theFY04 Homeland Security Grant P~ograrn allocations. Theitems to be funded are the same as those originally identified in each grant. The Approval Authority determined that the flexibility in spending will allow us to take advantage of an opportunity to utilize the grant funds awarded Santa Clara County in a way that is both expeditious and effective. Specifically, we are requesting that.the item identified in the FY 04 Homeland Security Grant Iniliai Strategic Implementation Plan (ISIP) as part of Project F, a SVRIP data interoperability contract in the amount of $798,508, be transferred to the FY2003 State Homeland Se.curity Grant Program Part IX..In addition we are requesting that aport{on equal.to $798,508 of the money earmarked for training in the FY2003 State Homeland Security Grant Program part II, be transferred to the FY 04 Homeland Security Grant. The benefit to the transfer is the time frame allowed by the different grant performance periods (5/1/2003 - 4/30/2005 for FY2003 grant and 12/1/2003 - 11/30/2005 for the FY2004 grant.) The requested budget modification will expedite the ability of the Silicon Valley Regional Interoperability Project (SVRIP) to continue to design a solution for data interoperability among the 30 law enforcement, fire, medical, and public services departments in the Santa Clara County Operational Area and will allow the countywide training identified in the’grant narrative to extend over a longer period of time. Before we proceed with further planning~ please advise us of your approval, rejection, or suggested changes. We appreciate your flexibility to date and have confidence that these expenditures meet the spirit of the Original grant - to effectively prepare Santa Ctara County in homeland security measures. Board of Supervisors: DOnald F, Gage, Blanca Alvar~do, Pete McHugh, James T. Beatl, Jr., Liz Knlss County Executive: Peter Kutras, Jr. 08/20/04 11:50 FAX 408 294 4851 SCLARA CO-OES-B ~003 Should you have any questions or concerns, Celeste Cook, AcRng Director of Emergency Preparedness for Santa Clara County can be reached at eeleste.cook@oes.scegov.org or (408) 808-7800. Thank you for your assistance in this matter. Jane Decker Deputy County Executive Cc: Celeste Cook