HomeMy WebLinkAboutStaff Report 8658
City of Palo Alto (ID # 8658)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 12/4/2017
City of Palo Alto Page 1
Summary Title: Purchase of Radios for Multiple Departments
Title: Approval of the Purchase of Mobile and Portable Radios for the Police,
Fire, Public Works, Utilities and Community Services Departments in an
Amount Not-to-Exceed $800,000
From: City Manager
Lead Department: Police
Recommended Motion
Staff recommends that Council consider the following motion:
1. Approve and authorize the City Manager or his designee to execute the purchase of
mobile and portable radios and accessories for City Departments in an amount not to
exceed $800,000.
Recommendation
Staff recommends that Council approve and authorize the City Manager or his designee to
execute the purchase of mobile and portable radios and accessories for City Departments in an
amount not to exceed $800,000.
Discussion
The City of Palo Alto (CPA) committed to participation in the Silicon Valley Regional
Communications System (SVRCS) in May 2015 (Attachment B). This 700 MHz radio system will
be utilized by all Santa Clara County Municipal and County agencies, as well as VTA. It will
provide interoperable communications for Police and Fire and enhanced capabilities for Public
Works, Utilities and all other CPA radio users. Palo Alto’s migration to the new system will
occur in 2018.
In anticipation of the move to SVRCS, the Police Department began purchasing multiband
radios for Police and Fire several years ago. These multiband radios allow communication on
multiple frequencies providing interoperability with other public safety agencies that do not
operate in the 700 MHz band. Participation in a regional grant effort reduced the cost of Fire
portables and mobiles by 75 percent. Most public safety personnel and vehicles have been
equipped with multiband radios compatible with the new radio system. There are still a few
public safety personnel and a number of vehicles that will require new radios for the transition.
City of Palo Alto Page 2
Public Works, Utilities and other Departments’ radio users will need new radios to operate on
the 700 MHz band. Single band radios will be purchased for these departments as they do not
require interoperable communications capabilities. The SVRCS provides additional talk groups
and functionality that allows Utilities and Public Works to communicate with each other, and
other municipalities, as well as public safety during emergencies. These capabilities are not
available on the legacy conventional system. Single band radios are significantly less expensive
than public safety multiband radios.
Police and Fire need approximately 15 portable and 20 mobile radios to complete the
replacement process. Utilities will need 95 portables and 27 mobiles. Public Works needs 60
portables and 41 mobiles. Community Services and other Departments require approximately
20 portables and 10 mobiles.
Resource Impact
The Silicon Valley Regional Interoperability Authority (SVRIA) negotiated favorable pricing on
these radios and accessories. The costs represent a 44 percent discount from Motorola’s retail
pricing (see Attachment A). The Police Department has negotiated similar pricing for the Harris
radios. Municipal Code PAMC 2.30.360(k) authorizes a purchase utilizing another agency’s
competitive bid process.
Council allocated necessary funding for SVRCS participation and the necessary radios purchases
in May 2015 as part of the approval of CMR ID# 5811 in May 2015 (Attachment B). Accordingly,
the purchase of City of Palo Alto radios will be funded from the Radio Infrastructure CIP (TE-
05000-080) as planned.
SVRIA will begin assessing a subscriber-based fee for operating radios on the regional system
beginning in fiscal 2019. Each department will be responsible for allocating funds for the radios
they have registered on the SVRCS system. The anticipated monthly cost is $35-$40 per radio.
There may be some offset for public safety due to reduced maintenance costs for the legacy
system. These factors will be incorporated into the development of the Fiscal Year 2019
Operating Budget and discussed through the budget process.
Policy Implications
Expenditure of funds is consistent with City policy.
Environmental Review
The equipment being supplied is in conformance with all applicable emissions laws and
regulations.
Attachments:
Attachment A - Motorola Quotes
Attachment B - ID# 5811
City of Palo Alto (ID # 5811)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 6/22/2015
City of Palo Alto Page 1
Summary Title: SVRIA MOU
Title: Approval of a Memorandum of Understanding With the Silicon Valley
Regional Interoperability Authority for Participation in the Regional Radio
System, and the Associated Budget Amendment Ordinance for $1 Million
From: City Manager
Lead Department: Police
Recommendation
Staff recommends that the Council authorize the City Manager or his designee to execute the
attached agreement which will allow the City of Palo Alto to enter into a Memorandum of
Understanding with all the Joint Powers Authority members in the Silicon Valley Regional
Interoperability Authority whereby the City will participate in a regional radio system. In
addition, staff recommends approval of a Budget Amendment Ordinance to transfer $1.0
million from the General Fund Budget Stabilization Reserve to the CIP Project TE-05000 – Radio
Infrastructure Replacement in the Capital Improvement Fund.
Analysis
The City of Palo Alto has been participating in a multi-year project with all the Joint Powers
Authority members in the Silicon Valley Regional Interoperability Authority (SVRIA) to fund and
construct a county-wide radio communications system that will permit all public safety officers
across Santa Clara County to communicate with one another. Palo Alto and other municipalities
will also use the system for local government radio communication (Public Works, Utilities, etc.)
This effort has culminated in the preparation of the attached Memorandum of Understanding
(MOU) incorporating the terms required for the funding and construction of the Silicon Valley
Regional Communications System (Attachment A). The document is based upon a County of
Santa Clara MOU and one entered into by a similar JPA in Alameda County.
The MOU has been approved by the Working Group of the SVRIA consisting of Gilroy Police
Chief Denise Turner, County Communications Director Bert Hildebrand, Morgan Hill City
Manager Steve Rymer, Mountain View City Manager Dan Rich, Palo Alto Police Technical
Services Director Charlie Cullen, City of Santa Clara Fire Chief Bill, City of San Jose OES Director
Ryan Broughton, Santa Clara County Deputy County Executive James Williams, City of San Jose
City of Palo Alto Page 2
Deputy Police Chief Jeff Marozick, Sunnyvale DPS Battalion Chief Jeff Hunter, and Los Altos
Communications Manager Elizabeth Vargas.
The MOU provides for joint funding for implementing interoperability countywide, and SVRIA
selected Motorola to build the radio system after a competitive RFP process. It also provides
that SVRIA agrees to hire contractors, the County of Santa Clara, City of San Jose and/or other
contractors to operate and maintain the System. The City of Palo Alto agrees to purchase the
components it uses with the Silicon Valley Regional Communications System (SVRCS) service
from or with the cooperation of SVRIA.
Palo Alto anticipates migrating all of its departments and radio users to the new system within
two years. A Palo Alto radio site was financed by phase one project funding, and has been
installed at City Hall. The system will provide improved radio coverage, additional talk groups
and true radio interoperability throughout Santa Clara County and ultimately the Bay Area.
The License and Asset Transfer Agreement which governs the SVRIA’s installation of certain
equipment can be found in Attachment B. Many of the SVRIA facilities were grant funded
through the City of San Jose or the County of Santa Clara. San Jose is completing an asset
transfer of these sites from San Jose to SVRIA. This will allow SVRIA to separately insure each
site. Currently all these sites are owned or licensed by San Jose. The City of San Jose is
requiring each City who has a site to assign San Jose's rights to SVRIA to complete the transfer.
Also attached is Attachment C, which provides information on participant cost by jurisdiction.
Resource Impact
The MOU obligates the City to participate in the regional radio system and as a result there are
three associated cost impacts, infrastructure costs (noted in Attachment C), ongoing
maintenance costs (noted in Attachment C) and the costs for radio subscriber units and radio
consoles for public safety, public works, utilities and other City users. The costs owed to SVRIA
for infrastructure build out and ongoing maintenance are identified in the MOU. The costs for
radios and consoles are based on Palo Alto’s goal to migrate all of its departments and radio
users to the new system within two years. The funding for infrastructure and radios and
consoles will be budgeted in the Radio Infrastructure Replacement project (TE-05000), and in
accordance with the Palo Alto - Stanford Emergency Communications Agreement, it is expected
that Stanford will reimburse the City for a portion of the public-safety related costs associated
with this project.
Over the next three years, as the system is built out, it is anticipated that the City's share of the
total project will be $4.0 million, representing a reduction of $0.2 million from the amount
previously estimated and described in the 2016 Proposed Capital Budget. Of the total cost of
$4.0 million, it is estimated that the General Fund is responsible for approximately $3.0 million,
with the Utilities Department responsible for the remaining $1.0 million.
City of Palo Alto Page 3
Investment Type
General
Fund
Enterprise
Funds Total Cost
Infrastructure $1,370,000 $560,000 $1,930,000
Radios and Consoles $1,640,000 $440,000 $2,080,000
Total Anticipated Project Cost $3,010,000 $1,000,000 $4,010,000
Available Funding (TE-05000) $800,000 $500,000 $1,300,000
June 22, 2015 Budget Amendment Ordinance $1,000,000 $1,000,000
Total Available Funding (if recommendation is
approved) $1,800,000 $500,000 $2,300,000
Amount to be funded in Future Years $1,210,000 $500,000 $1,710,000
As discussed in the Fiscal Year 2016 Proposed Capital Budget, a recommendation to carry over
existing funding in Fiscal Year 2015 from the Radio Infrastructure Replacement Project to Fiscal
Year 2016 ($1.3 million) is proposed to fund a portion of the infrastructure and radio
replacement costs. This funding, when combined with the recommended $1.0 million transfer
from the General Fund Budget Stabilization Reserve Budget Amendment Ordinance as part of
this memorandum, results in a projected General Fund project shortfall of $1.2 million that will
be funded in future years as the costs associated with this project are refined. The $0.5 million
recommended to be carried over from the Utility Funds will leave an unfunded amount of $0.5
million. As with the General Fund, the remaining share will be funded in future years as the
costs associated with this project are further refined.
Annual maintenance costs are anticipated to begin in Fiscal Year 2019 and cost approximately
$0.3 million per year. Maintenance costs are not included in the CIP and will instead be
budgeted in each department’s operating budget based on the percentage of system usage.
Policy Impact
The agreement will further the City’s policies of having updated infrastructure and technology
and cooperation with regional partners on public safety matters.
Attachments:
ATTACHMENT A - SVRIA Memorandum of Understanding (PDF)
ATTACHMENT B - SVRIA License Agreement (PDF)
ATTACHMENT C - Cost Per Agency Breakdown (PDF)
ATTACHMENT D - DRAFT Ordinance Radio Infrastructure Repalcement Project (PDF)
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MEMORANDUM OF UNDERSTANDING
SILICON VALLEY REGIONAL COMMUNICATIONS SYSTEM
BETWEEN THE SILICON VALLEY REGIONAL INTEROPERABILITY
AUTHORITY
AND THE CITY OF PALO ALTO
This Memorandum of Understanding (“MOU”) is made and entered into this ___ day of
_____________ , 2015, by and between the Silicon Valley Regional Interoperability
Authority, a California Joint Powers Authority ("SVRIA”), and the City of Palo Alto, a
municipal corporation of the State of California (“AGENCY”) (together “Parties”).
WHEREAS, in 2001, the Cities of Campbell, Cupertino, Gilroy, Los Altos, Milpitas,
Monte Sereno, Morgan Hill, Mountain View, Palo Alto, Santa Clara, San Jose,
Saratoga, and Sunnyvale; the Towns of Los Gatos and Los Altos Hills; the South Santa
Clara County Fire District; the County of Santa Clara; San Jose State University; and
the Santa Clara Valley Water District executed a Joint Funding Agreement (“Joint
Funding Agreement”) pursuant to the Joint Exercise of Powers Act, Title 1, Division 7,
Chapter 5 of the California Government Code, Government Code Section 6500 et seq.,
to jointly hire consultants to complete the conceptual design and implementation
strategy for a regional interoperable communications network, to jointly purchase a
radio and data communications system, to integrate this system or network with other
nearby regional public safety communications systems, to participate in regional
interoperability systems, to jointly fund activities and systems related to interoperability
and to jointly apply for grants and funding to facilitate accomplishing these goals;
WHEREAS, in 2010, the Cities of Campbell, Cupertino, Gilroy, Los Altos, Milpitas,
Monte Sereno, Morgan Hill, Mountain View, Palo Alto, Santa Clara, San Jose,
Saratoga, and Sunnyvale; the Town of Los Gatos and the County of Santa Clara
(collectively “MEMBERS”) entered into a joint powers agreement (“JPA Agreement”) to
form the Silicon Valley Regional Interoperability Authority (“SVRIA”), with similar goals
and purpose as commenced under the Joint Funding Agreement;
WHEREAS, paying entities, which are not MEMBERS of SVRIA (“PARTICPANTS”) will
execute this MOU;
WHEREAS, SVRIA continues to plan and develop a regional communications
interoperability system that will require the financial commitment of SVRIA MEMBERS
and PARTICIPANTS by and through this MOU to fund the construction, operation and
maintenance of such system;
WHEREAS, grant and local funds have been provided to SVRIA directly or through
MEMBERS to improve interoperability through the multi-stage build out of a three cell,
multi-site P25 Phase 2 TDMA 700 MHz Trunked Radio Simulcast Communications
System, to be known as the Silicon Valley Regional Communications System ("SVRCS");
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WHEREAS, the County of Santa Clara (“County”) is the Fiscal Agent and the Contract
Manager for SVRIA and the SVRCS build-out (“System”);
WHEREAS, in order to facilitate the construction of the SVRCS, the Parties wish to affirm
their continued financial support for a regional interoperable communication system as
agreed in this MOU;
WHEREAS, AGENCY and SVRIA enter into this MOU under which the SVRIA will own
and operate the System for the benefit of AGENCY and other MEMBERS and
PARTICIPANTS, which other MEMBERS and PARTICIPANTS will execute Memoranda
of Understanding similar to this one (collectively, the "MOU’s"). MEMBERS and
PARTICIPANTS will pay, a portion of the cost of the System, consisting of a buy-in cost
based on the number of radios committed for use on the System (the "Construction and
Implementation Payments"), and the cost of annual operation (the "Operation and
Maintenance Payments''), (all Payments are referred to herein collectively as the
"AGENCY Payments'');
WHEREAS, this MOU is intended to establish a means of requiring the MEMBERS’
Payments and PARTICIPANTS’ payments ensuring the sound operation and financing
of the System, and is not in itself an approval of the System or the grant of any land use
entitlement potentially required to develop the System; and
WHEREAS, it is anticipated that users of the SVRCS will include entities that enter into
a memorandum of understanding similar to this MOU, after the SVRCS is fully
functional. (“FUTURE PARTICIPANTS”).
NOW, THEREFORE, for good and valuable consideration, the adequacy and sufficiency
of which is hereby acknowledged, the Parties hereby agree as follows.
SECTION 1. DEFINITIONS
AGENCY: The AGENCY entering into this MOU.
Construction: The complete planning, design, construction, acquisition, financing,
improvement, repair, modification and installation of the SVRCS .
Construction and Implementation Payments: Payments made under this MOU for
the purpose of building the SVRCS.
County: The County of Santa Clara.
FUTURE PARTICIPANTS 1: Entities who enter into a MOU and make their payment
after June 30, 2016, but on or before July 1, 2017.
FUTURE PARTICIPANTS 2: Entities who enter into this MOU after July 1, 2017.
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Joint Funding Agreement: Joint Funding Agreement is the agreement entered into by
the predecessors to SVRIA in 2001 for the purposes of funding and implementing
interoperability countywide.
JPA Agreement: The original agreement entered into by Members of the SVRIA in
order to form the JPA.
Operations and Maintenance Payments: Payments made based upon this MOU for
the ongoing operations and maintenance of the SVRCS.
MEMBERS: The members of the SVRIA under the Joint Powers Agreement.
MOU: This Memorandum of Understanding.
PARTICIPANTS: Parties to a memorandum of understanding similar to this MOU that
are not members of SVRIA and enter into a MOU on or before June 30, 2016. .
SVRCS or System: The three cell, multi-site System P25 Phase 2 TDMA 700 MHz
Trunked Radio Simulcast Communications System, to be known as the Silicon Valley
Regional Communications System. This includes the entire build out interoperable
communications system envisioned by SVRIA.
SVRIA: The Silicon Valley Regional Interoperability Authority, formed in 2010 for the
purposes of funding and implementing interoperability countywide and as a successor
entity to the entity created under the Joint Funding Agreement.
Termination Date: December 31, 2029, unless earlier terminated by the Parties.
User Count: Radio Subscriber count as provided by the Members or Participants as of
April 13, 2015 and reflected in Exhibit “A”.
The purposes of this MOU are to:
2.1 Require payment by the AGENCY for its share of the regional SVRCS costs; and
2.2 Set forth the MEMBERS, PARTICIPANTS and the SVRIA's responsibilities for
completion of the SVRCS build out.
2.3 Set forth SVRIA’s obligations to maintain and operate the SVRCS.
SECTION 3. OPERATION OF THE SYSTEM
3.1 SVRIA has entered or will enter into purchase orders and contracts to supervise and
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provide for, or cause to be supervised and provided for, the complete planning, design,
construction, acquisition, financing, improvement, repair, modification and installation of
the SVRCS (collectively, "Construction"). SVRIA will cause the Construction to be
diligently performed in accordance with the specifications approved by the SVRIA.
3.2 SVRIA shall operate the System in conjunction with the MEMBERS for the duration of
this MOU.
3.3 AGENCY shall have the right to use the System during the term of the MOU, unless
AGENCY is in default on AGENCY Payments required hereunder after the applicable cure
period set forth in Section 20.
3.4 The SVRCS shall only be used for public safety communications and other
governmental uses for the MEMBERS’ and PARTICIPANTS’ benefit and convenience.
SVRIA agrees to maintain and preserve the System in good repair and working order at all
times, to operate the System in an efficient and economical manner, and to pay all the
System’s maintenance and operation costs as they become due. AGENCY
acknowledges that SVRIA has complete ownership and the sole discretion to operate,
control and manage the System. Nothing in this MOU shall be construed to limit SVRIA's
discretion in the System’s operation, control and management.
3.5 SVRIA agrees to use commercially reasonable efforts to hire the County of Santa
Clara, City of San Jose and/or other contractors to operate and maintain the System.
3.6 AGENCY agrees to purchase the components it uses with the SVRCS service from or
with the cooperation of SVRIA. AGENCY shall not use any components with the SVRCS
service which SVRIA has not authorized for its use. AGENCY shall not use the SVRCS in
any manner which may adversely affect the service provided by the System.
3.7 SVRIA shall attempt to obtain the land use permits, if any, that are required for
Construction. In the event a particular permit cannot be reasonably obtained for a
particular site, SVRIA will seek one or more reasonable alternate sites.
SECTION 4. MODIFICATION OF SYSTEM
SVRIA shall have the right to make additions, modifications and improvements to the
System or any portion thereof. All additions, modifications and improvements to the
System shall thereafter comprise part of the System and become subject to the MOU’s
provisions. Such additions, modifications and improvements shall not in any way damage
the System, or cause the System to be used for purposes other than those authorized
under the MOU’s provisions, state and federal law. The System, upon completion of any
additions, modifications and improvements made thereto pursuant to this Section, shall be
of a value which is not substantially less than the value thereof immediately prior to the
making of such additions, modifications and improvements.
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5.1 AGENCY shall make Construction and Implementation Payments on the dates in
Section 22.1 and in the amounts shown in Exhibit “A”. AGENCY shall make annual
Operations and Maintenance Payments on the dates and in the amounts as calculated
by the formula listed in Exhibit “B” or the amounts listed in Exhibit “B
5.2 AGENCY provided User Counts are contained in Exhibit “A”. Agencies may
increase its User Count after entering into this MOU by the payment of user charge
based upon the following formula: Total User Count as shown on Exhibit “A” divided by
the total Infrastructure Cost = New User Count Charge. Effective January 1, 2016 and
each year thereafter the New User Count Charge shall be increased by an amount
equivalent to the then-current User Count Charge multiplied by the percentage increase
in the Consumer Price Index – Consolidated Metropolitan Statistical Area (CPI)
covering San Francisco - Oakland - San Jose, as published by the Bureau of Labor
Statistics, U.S. Department of Labor, between the most recent October and the
preceding October. The increase in New User Charge shall be compounded. Agency
Operations and Maintenance Costs shall be increased commensurate with the increase
in User Counts. Should the Agency User Count decrease in any year Operations and
Maintenance Payments will not be reduced except as described in Section 24.
6.1 PARTICIPANTS as listed in Exhibit “A” shall pay their pro rata share of the System
costs in a timely fashion at the same time MEMBERS make their Payments on or
before September 30, 2015. PARTICIPANTS, not listed in Exhibit “A” and join on or
before June 30, 2016 shall pay their pro rata share at the time of execution.
6.2 FUTURE PARTICIPANTS 1 who enter into a MOU after June 30, 2016, but on or
before July 1, 2017 shall make a special Construction and Implementation Payment to
cover previously expended costs by MEMBERS and PARTICIPANTS as well as
periodic payments at the times required of other MEMBERS and PARTICIPANTS
during the term of this MOU. These special Construction and Implementation payments
shall be utilized in part to recalculate payments for Construction and Implementation
payments for all MEMBERS, PARTICIPANTS and FUTURE PARTICIPANTS 1 and for
additional capacity or system enhancements or held in reserve for the same purpose.
6.3 FUTURE PARTICIPANTS 2 who enter into a MOU after July 1, 2017 shall make a
special Construction and Implementation Payment as well as periodic payments at the
times required of other MEMBERS and PARTICIPANTS and FUTURE PARTICIPANTS
1 during the term of this MOU. These special Construction and Implementation
payments shall be utilized in part to recalculate Operations and Maintenance payments
for all MEMBERS, PARTICIPANTS and FUTURE PARTICPANTS 1 and FUTURE
PARTICIPANTS 2 and for additional capacity or system enhancements or held in
reserve for the same purpose.
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7.1 AGENCY shall make the AGENCY Payments from any source of legally available
AGENCY funds. AGENCY agrees to include all AGENCY Payments in each proposed
annual AGENCY budget during the term of this MOU. AGENCY shall make the
necessary annual appropriations for Construction and Implementation payments in FY
2015 – 2016, 2016 – 2017 and 2017 – 2018. AGENCY Payments may be made at any
time prior to the deadline for such Payment; there are no prepayment penalties under
this MOU.
7.2 Notwithstanding paragraph 7.1, in accordance with Article XVI, Section 18 of the
California Constitution, if in any fiscal year subsequent to the execution of this MOU the
AGENCY fails to appropriate money for the purpose of funding this MOU, this MOU
shall terminate, without penalty effective upon the close of business on the last day of
the fiscal year for which funding has been appropriated.
SECTION 8. OPERATION AND MAINTENANCE PAYMENTS
In addition the Payments required in this MOU, AGENCY shall continue to make
MEMBER Assessment payments as required under the JPA Agreement through the
end of fiscal year 2017 – 2018.At the start of fiscal year 2018 – 2019, AGENCY shall
begin to make Operation and Maintenance Payments as listed in Exhibit “B”, in lieu of
Member Assessments so long as the SVRCS is operating.
In the event that grant funding can be utilized to reduce the overall System costs, the
cost reduction will be apportioned to the SVRCS on behalf of all MEMBERS and
PARTICIPANTS in a pro rata fashion for the benefit of the System.
SECTION 10. CONSTRUCTION BUDGET CONTINGENCY
SVRIA has established a 20% construction budget contingency within the System
budget. SVRIA shall use these funds for the SVRCS, if unexpected construction costs
or increased costs occur. If at the conclusion of System Construction, contingency
funds remain, such funds shall be transferred to SVRIA for use as a reserve for
Operations and Maintenance costs.
SVRIA agrees that it will deposit the AGENCY Payments with the SVRIA’s fiscal agent,
the County, for the benefit of the SVRCS.
Time is of the essence with respect to the AGENCY Payments and the performance of
SVRIA under this MOU. AGENCY shall observe and perform all the agreements,
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conditions, covenants and terms contained herein. SVRIA shall observe and perform
all the agreements, conditions, covenants and terms contained herein. It is expressly
understood and agreed by the Parties that each of the agreements, conditions,
covenants and terms contained herein is an essential and material term of the MOU
and the operation of the System by SVRIA.
SECTION 13. ACCESS TO SYSTEM
Upon reasonable notice to SVRIA, AGENCY or its authorized representative shall have
the right at all reasonable times to enter, examine and inspect the System or any part
thereof. AGENCY, any Authorized Representative of AGENCY and AGENCY’s
successors or assigns shall further have such rights of access to the System or any
component thereof as may be reasonably necessary to cause the proper maintenance
of the System in the event of failure by the SVRIA to perform its obligations hereunder;
provided, however, that neither AGENCY nor any of their assigns shall have any
obligation to cause such proper maintenance.
SECTION 14. INSURANCE
14.1 SVRIA shall procure and maintain, or cause to be procured and maintained,
throughout the term of this MOU, casualty insurance against loss or damage to the
System. This insurance shall, as nearly as practicable, cover loss or damage that is
normally covered by such insurance with extended coverage. This insurance shall not
be required to cover loss or damage caused by seismic activity. This insurance shall be
subject to deductibles as are customarily maintained by public agencies with respect to
works and properties of a like character. The insurance may be maintained as part of or
in conjunction with any other insurance coverage carried by SVRIA, and may be
maintained in whole or in part in the form of the participation by SVRIA in a joint powers
authority or other program providing pooled insurance. MEMBERS, PARTICIPANTS,
FUTURE PARTICIPANTS 1 and FUTURE PARTICIPANTS 2 as each approves the
MOU and makes their payment shall be named as additional insured on SVRIA’s
liability coverage insurance.
14.2 SVRIA shall maintain or cause to be maintained throughout the MOU’s term, a
standard comprehensive general insurance policy or policies whose minimums are at
least one million ($1,000,000) dollars per occurrence to protect SVRIA, AGENCY, and
their respective members, officers, agents, employees, designated volunteers and
assigns. The policy or policies shall provide for indemnification of said Parties against
direct or contingent loss or liability for damages for bodily and personal injury, death or
property damage occasioned by reason of operating the System as required by the JPA
Agreement. Such policy or policies shall provide coverage in such liability limits and be
subject to such deductibles as SVRIA shall deem adequate and prudent. This
insurance may be maintained as part of or in conjunction with any other insurance
coverage carried by SVRIA. Any available insurance proceeds broader than or in
excess of the specified minimum insurance coverage requirements and/or limits set
forth in this Agreement shall be deemed to be the minimum amount of insurance
required under this Agreement and shall be available to the Parties.
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14.3 Insurance required to be maintained by subparagraphs 14.1 or 14.2 above, may be
obtained under a self-insurance program. SVRIA’s coverage shall be primary insurance
with respect to the Agency; and Agency’s insurance shall be excess of SVRIA's
insurance and shall not contribute with it.
14.4 INSURANCE: AGENCY shall, at its own expense maintain in effect, a program of
self-insurance and/or insurance of general liability coverage, including automobile
liability, in the amount of at least one million ($1,000,000) dollars per occurrence and in
the aggregate as well as statutory California Workers’ Compensation coverage. The
coverage shall remain in effect during the entire term of this MOU. AGENCY shall
provide evidence upon the request of SVRIA that the required insurance coverage is in
effect.
14.5 SVRIA shall require that errors and omissions insurance in the amount of at least
one million ($1,000,000) dollars per claim for any architects or engineers retained for
the design and construction of the system.
SECTION 15. BOOKS AND ACCOUNTS
15.1 SVRIA will keep complete and accurate financial records for the System. SVRIA
shall keep such records separate from all other SVRIA financial records. Upon
reasonable notice to SVRIA, AGENCY may inspect the SVRIA’s System financial
records.
15.2 Not more than two hundred and ten (210) days after the close of each fiscal year,
SVRIA will prepare:
15.2.1 System financial statements in accordance with Generally Accepted Accounting
Principles.
15.2.2 An Accountant's Report based thereon, prepared by an Independent Certified
Public Accountant who examined such financial statements.
15.2.3 A summary statement of the System’s financial condition. SVRIA shall furnish a
copy of the summary statement to AGENCY.
15.3 Not more than two hundred and ten (210) days after the completion of all work
associated with SVRCS Construction, the SVRIA shall prepare and submit a final report
to AGENCY disclosing SVRIA’s disbursements of the funds provided by all MEMBERS,
PARTICIPANTS and FUTURE PARTICIPANTS.
SECTION 16. PAYMENT OF TAXES AND COMPLIANCE WITH GOVERNMENTAL
REGULATIONS
SVRIA will pay and discharge all taxes, assessments and other governmental charges,
if any, which may hereafter be lawfully imposed upon the System when due. SVRIA will
conform to the valid requirements of any governmental agency with authority relative to
the Construction or the System. Without limiting the foregoing, SVRIA shall comply with
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all applicable laws and written policies and regulations of the federal, state and local
governments in the construction and operation of the SVRCS and the performance of
SVRIA under this MOU.
SECTION 17. FURTHER ASSURANCES
SVRIA and AGENCY will each adopt, deliver, execute and make any and all further
assurances, instruments and resolutions as may be reasonably necessary or proper to
carry out the intention or to facilitate the Parties’ performance of this MOU.
SECTION 18. SVRIA REPRESENTATIONS AND WARRANTIES
SVRIA represents and warrants to AGENCY as follows:
18.1 Due Organization and Existence. SVRIA is a joint exercise of powers authority
duly organized and validly existing under the JPA Agreement and the laws of the State
of California. SVRIA has the full legal right, power and authority under the laws of the
State of California to enter into this MOU and to carry out all of its obligations herein.
18.2 Due Execution. SVRIA’s representatives, who sign this MOU, are authorized to
sign pursuant to a resolution adopted by the SVRIA’s Board of Directors.
18.3 Valid, Binding and Enforceable Obligations. This MOU has been authorized and
executed by SVRIA and constitutes the legal, valid and binding agreement of SVRIA,
enforceable against SVRIA in accordance with its terms.
SECTION 19. AGENCY REPRESENTATIONS AND WARRANTIES
AGENCY represents covenants and warrants to SVRIA as follows:
19.1 Due Organization and Existence. AGENCY is a public body, corporate and politic,
duly organized and validly existing under the laws of the State of California. It has full
legal right, power and authority to enter into this MOU and to carry out all of its
obligations herein.
19.2 Due Execution. AGENCY’s representatives, who sign this MOU, are authorized to
sign pursuant to an official action taken by AGENCY’s governing body.
19.3 Valid, Binding and Enforceable Obligation. This MOU has been authorized and
executed by AGENCY and constitutes the legal, valid and binding agreement of
AGENCY, enforceable against AGENCY in accordance with its terms.
SECTION 20. EVENTS OF DEFAULT
The following events are Events of Default hereunder:
20.1 Failure by AGENCY to abide by or perform any of its obligations in this MOU within
the thirty (30) day period from the date of AGENCY’s receipt of SVRIA’s written notice
Page 10 of 19
specifying such failure and requesting that it be remedied. Such failure shall not
constitute an Event of Default if AGENCY diligently and in good faith, commences to
cure the failure within such thirty (30) day period and thereafter completes the cure of
such failure within a reasonable period of time. If AGENCY does not complete the cure
of the Event of Default in a reasonable time or fails to diligently attempt such cure,
SVRIA may terminate this MOU.
20.2 Failure by SVRIA to abide by or perform any of its obligations in this MOU within
the thirty (30) day period from the date of SVRIA’s receipt of AGENCY’s written notice
specifying such failure and requesting that it be remedied. Such failure shall not
constitute an Event of Default if SVRIA diligently and in good faith, commences to cure
the failure within such thirty (30) day period and thereafter completes the cure of such
failure within a reasonable period of time. If SVRIA does not complete the cure of the
Event of Default in a reasonable time or fails to diligently attempt such cure, AGENCY
may terminate this MOU.
20.3 AGENCY files a petition seeking arrangement or reorganization under federal
bankruptcy laws or similar state law, or if a court of competent jurisdiction shall approve
a petition filed against AGENCY seeking arrangement or reorganization under the
federal bankruptcy laws or similar state law, or if under the provisions of any other law
for the relief or aid of debtors any court of competent jurisdiction shall assume custody
or control of such AGENCY or of the whole or a substantial part of its property.
Notwithstanding the foregoing, such filing shall not constitute an Event of Default if
AGENCY continues to pay its AGENCY Payments on time.
20.4 SVRIA files a petition seeking arrangement or reorganization under federal
bankruptcy laws or similar state law, or if a court of competent jurisdiction shall approve
a petition filed against SVRIA seeking arrangement or reorganization under the federal
bankruptcy laws or similar state law, or if under the provisions of any other law for the
relief or aid of debtors any court of competent jurisdiction shall assume custody or
control of SVRIA.
SECTION 21. REMEDIES NOT EXCLUSIVE
No remedy herein conferred upon or reserved in this MOU is exclusive of any other
remedy, and each such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing in law or in equity or by
statute or otherwise, and all such remedies may be exercised without exhausting and
without regard to any other remedy.
SECTION 22. AGENCY’S OBLIGATIONS
22.1 AGENCY’s Payment. AGENCY shall pay to the SVRIA money in the amount stated
on the SVRIA invoice in an approximate amount as specified in Exhibit “A” to the SVRIA to
fully offset the AGENCY’s portion of the regional SVRCS cost. Payments shall commence
in fiscal year 2015 – 2016 unless otherwise designated in Exhibit “A”. These payments
shall be made by September 30, 2015 and by each succeeding September 30 and shall
Page 11 of 19
last for a minimum of three fiscal years as delineated in Exhibit A. Operation and
Maintenance Payments, as shown in Exhibit “B”, shall commence on September 30, 2018
and continue throughout the term of the MOU. AGENCY shall make these payments on
or before September 30 of each successive fiscal year. Operations and Maintenance
costs for future years may increase, but such increase will be limited to actual costs and
reserve requirements.
22.2 AGENCY’s Role in SVRCS. During the Construction and Operation of the SVRCS:
22.2.1 AGENCY shall provide technical support including testing during the System
Construction and delivery.
22.2.2 AGENCY shall participate in System meetings with SVRIA and its contractor(s).
22.2.3. AGENCY shall coordinate with SVRIA for the System upgrade and maintenance
work at all AGENCY facilities.
22.2.4 AGENCY shall assist SVRIA with the final acceptance of the SVRCS by testing
System performance, evaluating workmanship and verifying installed equipment
inventories.
22.2.5 AGENCY's costs to administer and participate in usage of the SVRCS will not be
reimbursed through the SVRCS grant funds, the JPA Agreement or by SVRIA.
In consideration of AGENCY’s Payment, SVRIA shall fulfill the obligations listed
below:
23.1 Tasks. SVRIA shall perform and be responsible for the following tasks for
completing the SVRCS , including, but not limited to:
23.2.1 Serve as System Manager for the SVRCS, or retain a qualified contractor(s) to serve
as System Manager for the SVRCS,
23.2.2 Fulfill CEQA requirements, if any.
23.2.3 Implement Construction in accordance with UASI and SHSGP Grant guidelines.
24.1 This MOU commences upon the full execution of the MOU ("Effective Date") and
shall expire on December 31, 2029. The MOU shall be automatically extended for two
(2) additional three-year periods. One year prior to each expiration date, SVRIA shall
inform each Member or Participant of the approaching automatic extension of the term
of the MOU. Any Member or Participant may notify the SVRIA in writing within one
Page 12 of 19
hundred and eighty (180) days of such notice, that it does not agree to the extension of
the term of the MOU. The Operations and Maintenance payments for the remaining
MEMBERS or PARTICIPANTS shall be adjusted based upon actual User Count as of
June 30 of the year in which the MOU terminates starting in, 2029, and at the expiration
of the first three year extension period. All financial commitments of AGENCY for
Payments while AGENCY is a MEMBER and/or while this MOU applies to AGENCY
shall extend past the termination date unless the commitments have been satisfied prior
to that date.
24.2 This MOU shall not commence unless and until the City of San Jose and the
County of Santa Clara have approved this MOU and budgeted funding for the first year
of the MOU. If the any Member or Participant terminates this MOU then the SVRIA
shall meet and confer in good faith concerning the continued operation of SVRCS and
possible amendment to this Agreement.
County, as Fiscal Agent for the UASI and SHSGP Grants, shall own, maintain, insure, and
manage all infrastructure equipment and upgrades installed as part of the SVRCS upon
the System’s final acceptance by the County, until such time as SVRIA assumes
ownership, maintenance, insurance, and management responsibilities. If the SVRIA
purchases dispatch consoles, subscriber radios and other related equipment and/or
accessories on AGENCY’s behalf, such equipment shall be transferred from the SVRIA
to AGENCY following SVRIA’s receipt of AGENCY’s full reimbursement of costs.
SECTION 26. RELATIONSHIP OF THE PARTIES
Each Party shall perform the work and services described herein as an independent
contractor and not as an officer, agent, servant or employee of the other Party. None of
the MOU’s provisions are intended to create, nor shall be deemed or construed to
create, any relationship between the Parties other than that of independent parties
contracting with each other for purpose of effecting the MOU’s provisions. The Parties
are not, and will not be construed to be in a relationship of joint venture, partnership or
employer-employee. Neither Party has the authority to make any statements,
representations or commitments of any kind on behalf of the other Party, or to use the
name of the other Party in any publications or advertisements, except with the written
consent of the other Party.
SECTION 27. MODIFICATION
The Parties may modify this MOU only through a written document, signed by both Parties.
The MOU’s provisions are severable, and if for any reason, a Court with proper jurisdiction
determines a clause, sentence, or paragraph of this MOU to be invalid such invalidity shall
Page 13 of 19
not affect other provisions of this MOU, which shall be given effect without the invalid
provision.
29.1 This MOU may be terminated upon six months written notice to SVRIA. Should
AGENCY terminate this Agreement AGENCY shall have no interest or claim in the
assets of the SVRIA absent an SVRIA approved written agreement which contains
express provisions to the contrary. The terminating AGENCY shall be obligated to pay
a pro rata share of its payments up to the date of termination.
29.2 If the Agreement is terminated pursuant to Section 29.1 or Section 7.2 then SVRIA
may remove any SVRCS equipment and relocate the equipment to support the balance
of the system. Should the equipment need to be removed or relocated after termination
the costs of relocation or removal shall be borne by the terminating party.
29.3 Nothing contained in this MOU or the JPA Agreement requires that AGENCY
remain as a MEMBER, however the JPA Agreement does contain terms for withdrawal
from the JPA.
30.1 After the MOU’s termination or expiration, those provisions which by their nature or
context are intended to survive beyond termination or expiration, and all provisions
regarding indemnification and limitations of liability, will survive indefinitely or until the
expiration of the time period specified elsewhere in this MOU with respect to the provision
in question.
30.2 Upon the MOU’s termination or expiration, as between the Parties, the SVRIA retains
all right, title and interest in and to the SVRCS.
This MOU shall be binding upon and shall inure to the benefit of the successors of the
Parties. With the exception of asset transfer to SVRIA, and if applicable, AGENCY as
detailed herein, no Party may assign any rights or obligations hereunder without the
written consent of the other Party, except as provided herein.
No waiver by either Party of any breach or default of any of the covenants or agreements
herein shall be deemed to be a waiver as to any subsequent and/or similar breach or
default.
Page 14 of 19
33.1 SVRIA agrees to indemnify, defend and hold harmless the AGENCY, its officers,
agents and employees to the fullest extent allowed by law from any and all claims,
actions, causes of action, losses, damages, liabilities and costs of every nature,
including all claims, actions, causes of action, losses, damages, liabilities for property
damage, bodily injury, or death, and all costs of defending any claim, action or cause of
action, caused by, arising out of, or resulting from, or alleged to have been caused by,
arise out of, or result from, in whole or in part, SVRIA’s performance under this
Agreement, except for any claims, actions, causes of action, losses, damages, costs or
liabilities proximately caused by the sole negligence or willful misconduct of AGENCY.
33.2 The foregoing indemnity provision is intended to fully allocate the parties’ risk of
liability to third-parties; and there shall be no rights to indemnity or contribution, in law or
equity or otherwise between the parties that are not set forth in this section. SVRIA
waives all rights to subrogation for any matters covered by this provision. SVRIA's
responsibility for such defense and indemnity obligations as set forth in this provision
shall survive the termination or completion of this MOU for the full period of time allowed
by law.
"Force Majeure Event" means any circumstances or occurrence which is beyond the
reasonable control of a Party including, but not limited to, acts of God, war or national
emergency, riot, civil commotion, fire, explosion, flood, epidemic, strike, lock-out or other
form of industrial action (other than those relating solely to any Party’s own workforce). If
a Force Majeure Event affects either Party, that Party shall promptly notify the other Party
of the nature and extent of the Event. No Party shall be liable for any loss or damage
suffered or incurred by the other Party arising from the first Party’s delay in performing or
failure to perform its obligations under the MOU to the extent that and for so long as the
delay or failure results from any Force Majeure Event, provided the same arises without
the fault or negligence of the first Party. Each Party shall use its commercially
reasonable efforts to minimize the effects of any Force Majeure Event on the operation of
this MOU and the System.
SECTION 35. SUCCESSOR IS DEEMED INCLUDED IN ALL REFERENCES TO
PREDECESSOR
Whenever SVRIA or AGENCY is named or referred to herein, such reference shall be
deemed to include the successor to the powers, duties and functions that are presently
vested in SVRIA or AGENCY, and all agreements and covenants required hereby to be
performed by or on behalf of SVRIA or AGENCY shall bind and inure to the benefit of
the respective successors thereof whether so expressed or not; provided; however, that
SVRIA shall not provide service from the System to any successor to AGENCY until
such successor accepts in writing, AGENCY’s obligations.
Page 15 of 19
SECTION 36. WAIVER OF PERSONAL LIABILITY
No board member, officer, attorney or employee of AGENCY or SVRIA shall be
individually or personally liable under the MOU.
SECTION 37. NOTICES
37.1 All deliveries, notices, requests, demands, or other communications provided for or
required by this MOU shall be in writing and shall be deemed to have been given when
sent by registered or certified mail, return receipt requested or when sent by overnight
carrier;.
Notices shall be addressed to:
SVRIA:
Heather Tannehill-Plamondon
Executive Director, SVRIA
601 El Camino Real
Santa Clara, CA 95050
Telephone: 408-615-5571
Email:hplamondon@svria.org
AGENCY: City of Palo Alto Police
275 Forest Avenue
Palo Alto, CA 94301
Attention: Charles Cullen
Telephone: 650-329-2331
Email: Charlie.cullen@cityofpaloalto.org
37.2 A Party may change its Notice contact or Notice address by written Notice to the
other Party. Such change becomes effective no sooner than ten (10) days after the date
of such Notice.
The titles, numbers and headings of paragraphs, sections, subsections, and exhibits are
for convenience only and are not intended to affect the MOU’s construction or
interpretation.
This MOU and attached exhibits incorporate all the agreements, covenants, and
understandings between the Parties concerning the subject matter hereof, and all such
agreements, covenants, and understandings have been merged into this MOU. No prior
Page 16 of 19
agreement or understanding, verbal or otherwise, of the Parties or their agents shall be
valid or enforceable unless embodied in this MOU.
This MOU may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same
instrument.
California law governs the MOU’s performance and interpretation.
Page 17 of 19
If a Party to this MOU brings a lawsuit connected to the System, the Parties agree that
venue shall be exclusively vested in the State Courts of the County of Santa Clara.
IN WITNESS OF, the Parties have executed the MOU through their duly authorized
representatives as of the last date set forth below.
Signed:
SVRIA AGENCY
By: ___________________________ By: _____________________________
Chair of Board of Directors Name, or Designee
Date: _________________, 2015 Date: ________________, 2015
Attest: Approved as to Form and Legality:
By: ___________________________ By: _____________________________
Name, or Designee
(title) _______________________
Date: _______________, 2015 Date: ________________, 2015
Approved as to Form and Legality:
By: _____________________________
Gary M. Baum
General Counsel, SVRIA
Date: ________________, 2015
MOU SVRIA SVRCS clean version Palo Alto (26) 4-14-15
Page 18 of 19
Exhibit A
Cost per agency Breakdown
FY14/15 FY15/16 FY16/17 FY17/18
Infrastructure
Cost
San Jose 2,750 26.63% 2,562,234$ 2,562,234$ 2,562,234$ 7,686,703$
Santa Clara County 2,130 20.62%1,984,567$ 1,984,567$ 1,984,567$ 5,953,701$
VTA 2,000 19.36%1,863,443$ 1,863,443$ 1,863,443$ 5,590,329$
Santa Clara 791 7.66% $354,639 618,779$ 618,779$ 618,779$ 2,210,975$
Palo Alto 690 6.68%642,888$ 642,888$ 642,888$ 1,928,664$
Sunnyvale 455 4.41%423,933$ 423,933$ 423,933$ 1,271,800$
Mountain View 300 2.90%279,516$ 279,516$ 279,516$ 838,549$
Gilroy 262 2.54%244,111$ 244,111$ 244,111$ 732,333$
Milpitas 249 2.41%231,999$ 231,999$ 231,999$ 695,996$
Campbell 189 1.83%176,095$ 176,095$ 176,095$ 528,286$
Los Gatos 140 1.36%130,441$ 130,441$ 130,441$ 391,323$
Morgan Hill 135 1.31%125,782$ 125,782$ 125,782$ 377,347$
Los Altos 90 0.87%83,855$ 83,855$ 83,855$ 251,565$
SJSU 73 0.71%68,016$ 68,016$ 68,016$ 204,047$
Community Colleges 43 0.42%40,064$ 40,064$ 40,064$ 120,192$
South County Fire 31 0.30%28,883$ 28,883$ 28,883$ 86,650$
10,328 100.00%28,868,460$
April 13,2015 10,328 354,639$ 9,504,607$ 9,504,607$ 9,504,607$ 28,868,460$
Infrastructre
User Count
Page 19 of 19
Operations
and
Maitenance
(FY18/19)
Operations
and
Maitenance
(FY19/20)
Operations
and
Maitenance
(FY20/21)
Operations
and
Maitenance
(FY21/22)
Operations
and
Maitenance
(FY22/23)
Operations
and
Maitenance
(FY23/24)
Operations
and
Maitenance
(FY24/25)
Operations
and
Maitenance
(FY25/26)
Operations
and
Maitenance
(FY26/27)
Operations
and
Maitenance
(FY27/28)
Operations
and
Maitenance
(FY28/29)
San Jose 2,750 26.63%$1,008,125 $1,008,125 997,406$ 1,014,899$ 1,033,175$ 1,052,376$ 1,072,464$ 1,093,484$ 1,115,525$ 1,138,589$ 1,159,952$
Santa Clara County 2,130 20.62%$780,838 $780,838 772,536$ 786,086$ 800,241$ 815,113$ 830,672$ 846,953$ 864,025$ 881,889$ 898,436$
VTA 2,000 19.36%$733,182 $733,182 725,386$ 738,109$ 751,400$ 765,365$ 779,974$ 795,261$ 811,291$ 828,064$ 843,601$
Santa Clara 791 7.66%$289,973 $289,973 286,890$ 291,922$ 297,179$ 302,702$ 308,480$ 314,526$ 320,866$ 327,500$ 333,644$
Palo Alto 690 6.68%$252,948 $252,948 250,258$ 254,647$ 259,233$ 264,051$ 269,091$ 274,365$ 279,895$ 285,682$ 291,043$
Sunnyvale 455 4.41%$166,799 $166,799 165,025$ 167,920$ 170,943$ 174,120$ 177,444$ 180,922$ 184,569$ 188,385$ 191,919$
Mountain View 300 2.90%$109,977 $109,977 108,808$ 110,716$ 112,710$ 114,805$ 116,996$ 119,289$ 121,694$ 124,210$ 126,540$
Gilroy 262 2.54%$96,047 $96,047 95,026$ 96,692$ 98,433$ 100,263$ 102,177$ 104,179$ 106,279$ 108,476$ 110,512$
Milpitas 249 2.41%$91,281 $91,281 90,311$ 91,895$ 93,549$ 95,288$ 97,107$ 99,010$ 101,006$ 103,094$ 105,028$
Campbell 189 1.83%$69,286 $69,286 68,549$ 69,751$ 71,007$ 72,327$ 73,708$ 75,152$ 76,667$ 78,252$ 79,720$
Los Gatos 140 1.36%$51,323 $51,323 50,777$ 51,668$ 52,598$ 53,576$ 54,598$ 55,668$ 56,790$ 57,965$ 59,052$
Morgan Hill 135 1.31%$49,490 $49,490 48,964$ 49,822$ 50,719$ 51,662$ 52,648$ 53,680$ 54,762$ 55,894$ 56,943$
Los Altos 90 0.87%$32,993 $32,993 32,642$ 33,215$ 33,813$ 34,441$ 35,099$ 35,787$ 36,508$ 37,263$ 37,962$
San Jose State 73 0.71%$26,761 $26,761 26,477$ 26,941$ 27,426$ 27,936$ 28,469$ 29,027$ 29,612$ 30,224$ 30,791$
Community Colleges 43 0.42%$15,763 $15,763 15,596$ 15,869$ 16,155$ 16,455$ 16,769$ 17,098$ 17,443$ 17,803$ 18,137$
South County Fire 31 0.30%$11,364 $11,364 11,243$ 11,441$ 11,647$ 11,863$ 12,090$ 12,327$ 12,575$ 12,835$ 13,076$
10,328 100.00%$3,786,150 $3,786,150 3,745,893$ 3,811,593$ 3,880,229$ 3,952,343$ 4,027,786$ 4,106,729$ 4,189,508$ 4,276,125$ 4,356,358$
April 13, 2015 10,328 $3,786,150 $3,786,150 3,745,893$ 3,811,593$ 3,880,229$ 3,952,343$ 4,027,786$ 4,106,729$ 4,189,508$ 4,276,125$ 4,356,358$
User Count
Exhibit B
I Site Name I PALO ALTO
ASSIGNMENT AND ASSUMPTION OF
SILICON VALLEY REGIONAL INTEROPERABILITY AUTHORITY
ECOMM EQUIPMENT INSTALLATION LICENSE AGREEMENT
LICENSOR CITY OF PALO ALTO, CALIFORNIA
LICENSOR's
AUTHORIZED
REPRESENTATIVE
ASSIGNOR CITY OF SAN JOSE, CALIFORNIA
(LICENSEE)
ASSIGNEE SILICON VALLEY REGIONAL INTEROPERABILITY
(NEW LICENSEE) AUTHORITY
SITE LOCATION PALO ALTO CIVIC CENTER
250 Hamilton Avenue
Palo Alto, California
This Assignment and Assumption consists of this cover page together with the attached
License Agreement including all of its attachments.
RECITALS
WHEREAS, the LICENSOR AND LICENSEE entered into the above referenced
License Agreement, a copy of which is attached hereto as Exhibit A; and
WHEREAS, ASSIGNOR has transferred its duties to manage and operate the
SVRIP ECOMM Project to ASSIGNEE, and it is reasonable and necessary for
ASSIGNEE to become the LICENSEE for access to the all of the Project Sites;
NOW, THEREFORE, the undersigned agree as follows:
1. ASSIGNOR hereby assigns all of its rights, interests and obligations in the
License Agreement to ASSIGNEE.
2. ASSIGNEE hereby accepts such assignment and agrees to perform all of the
obligations of the Licensee as set forth in the License Agreement.
3. In accordance with Section 14 of the License Agreement, by its signature
below LICENSOR hereby consents to the foregoing assignment and
T -20.076.002\ Assignment Palo Alto SVRIA San Jose (2) 3-3-15 1
I Site Name I PALO ALTO
assumption, and releases ASSIGNOR from further obligations under the
License Agreement.
This Assignment and Assumption is entered into as of ________ , 2015.
ASSIGNOR (Licensee)
CITY OF SAN JOSE
8y ___________ _
Name: __________ _
Title: ___________ _
Date: ___________ _
APPROVED AS TO FORM:
Approved and Consented to:
LICENSOR
CITY OF PALO ALTO
8y ___________ _
Name: __________ _
Title: ___________ _
Date: ___________ _
APPROVED AS TO FORM:
T -20.076.002\ Assignment Palo Alto SVRIA San Jose (2) 3-3-15 2
ASSIGNEE (New Licensee)
SILICON VALLEY REGIONAL
INTEROPERABILITY AUTHORITY
By ___ ~~---------
Name: Heath r Plamondon
Title: Executive Director
Date:
APPROVED AS TO FORM:
Gary . Baum, General Counsel
I Site Name I PALO ALTO
EXHIBIT A
I Site Name I PALO ALTO
SILICON VALLEY REGIONAL INTEROPERABILITY PROJECT
ECOMM EQUIPMENT INSTALLATION LICENSE AGREEMENT
LICENSOR CITY OF PALO ALTO, CALIFORNIA
LlCENSOR"s
AUTHORIZED FRANK 8ENEST, CITY MANAGr:;R
REPRESENTATIVE
LICENSEE CITY OF SAN JOSE, CALIFORNIA
SITE LOCATION PALO ALTO CIVIC CENTER .
250 Hamilton Avenue, Palo Alto, CA
TERM I End Date I APRIL 4, 2018 Start Date APRIL 4, 2008
This License Agreement consists of this cover page together with the attached Terms and
Conditions of SVRIP ECOMM Equipment Installation License Agreement and the
~II . tt h t o oWing a ac men s:
·UST OF ATTACHMENTS
Exhibit A Description of Site Location
Exhibit 8 Description of ECOMM Equipment Area
Exhibit C Description of ECOMMSite Design
RECITALS
WHEREAS, the LICENSOR AND LICENSEE have been and are expected to remain
parties to previous agreements regarding the installation of an ECOMM microwave network
to be deployed for mutual use among them and other public entities (the "SVRIP ECOMM
Project" or the "Project"), and recognize the mutual benefits of sharing the interoperable
communications to be carried by the ECOMM microwave network; and .
WHEREAS, LICENSOR is the owner of that certain real property located at the above
referenced SITE LOCATION, County of Santa Clara, State of California, as further described
in Exhibit "A" (the ECOMM "Description of Site Location") attached hereto and made a part
hereof (the entirety of LICENSOR's property is rererred to hereinafter as the "Property"), and
LICENSOR is authorized to enter into this License Agreement. .
WHEREAS, LICENSEE desires to license a portion of said Property (hereinafter referred
to as the "ECOMM Equipment Area") with access rights thereto, containing approximately 10
square feet of floor space and approximately 50 square feet of ground space located upon
the Property as substantially shown on Exhibit "8" attached hereto and made a part hereof..
WHEREAS, on behalf of the Project LICENSEE will furnish and install certain ECOMM
Equipment, which is more particularly defined and described in the attached Exhibit C (the
"ECOMM Site Design"), on the LICENSOR's property (the "Property"); and
T-20.076.001/PaloAltoSiteLicense032108
T-20.076.002\ Assignment Palo Alto SVRIA San Jose (2) 3-3-15
License Agreement
I Site Name I PALO ALTO
I Site Name I PALO ALTO
WHEREAS, LICENSOR finds that a grant of this right to LICENSEE will be in the public
interest and will not substantially conflict or interfere with the LICENSOR's use of the
Property.
NOW THEREFORE LICENSOR AND LICENSEE AGREE AS FOLLOWS:
1. Grant
Subject to the terms and conditions of this' Agreement, LICENSOR hereby grants to
LICENSEE a non-exciusive,license during the Term (as defined below) to access and use the
portions of the Property described in Exhibit'S (hereinafter referred to as the "ECOMM
Equipment Area").
2. Use
LICENSEE shall have the right to enter the Property and to use the ECOMM Equipment Area
solely for the installation, operation, repair, replacement and maintenance of the ECOMM
Equipment. All ECOMM Equipment shall be installed in accordance with the site plans and
specifications for such ECOMM EqUipment, described in Exhibit C (hereinafter referred to as
the "Site Designs"), and in accordance with the following construction standards:
a) The ECOMM Equipment shall be affix~d and braced to the existing LICENSOR
racks and any other relevant structures, if any, by a means and in a manner
acceptable to LICENSOR's Authorized Representative, or designee.
b) LICENSEE's installation, maintenance, repair, replacement and operation of its
radio, electronic and related ECOMM EqUipment shall be performed by a qualified
technical person. All work shall be done in a workmanlike manner and in
compliance with all applicable statutes, ordinances, regulations and other laws and
in compliance with the Quality Standards for Fixed Network Equipment Instal/ation
R-56 published by Motorola, Inc.
LICENSEE recognizes the pre-existing right of LICENSOR to reserve and utilize, separate
and independent from, and without harmful interference from,any othei" user of the Property
or the ECOMM Equipment Area, a portion of the Property or: ECOMM Equipment Area for
LICENSOR's communication operations. LICENSEE agrees to design, construct, install and
modify, as appropriate, its ECOMM Equipment and communication operations so as to avoid
interference with the signals of LICENSOR and any eXisting licensee. If LICENSEE's
installation, or operation, in any way hinders, obstructs, or through testing described below is
,shown to interfere with the communications existing at the time of this agreement or other
ECOMM EqUipment of LICENSOR, or any licensee at the Property or ECOMM Equipment
Area, LICENSEE shall, at its sole cost and expense, upon receipt of written notification (by e-
mail, fax or otherwise from the LICENSOR's Authorized Representative or designee),
forthwith cease the interfering installation or operation. If such hindrance, interference or
obstruction is not eliminated or does not fully cease within seventy-two (72) hours after
receipt by LICENSEE from LICENSOR of written notification of the existence thereof,
LICENSOR may order LICENSEE to cease, and upon receipt of such order Licensee shall
T -20.076.001/PaloAltoSlleLicense0321 08 2
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License Agreement
I Site Name I PALO ALTO
I Site Name . I PALO ALTO
cease, operation of the offending ECOMM Equipment as may be necessary to continuously
eliminate said interference. In the event of LICENSEE's inability or refusal to eliminate such
interference, LICENSOR may at its option, immediately seek intervention of the Court.
LICENSEE's ECOMM Equipment and operations will be configured so that LICENSOR shall
at all times have access to the main power supply for LICENSEE's ECOMM Equipment so
that it can be disconnected by LICENSOR in the.event of an emergency. LICENSOR may
immediately terminate power supply to LICENSEE's ECOMM Equipment in the event of an
emergency and in such an event, will provide notice to LICENSEE as soon as practicable of
the power supply termination.
Any interference and incompatibility testing required to determine radio interference with
other ECOMM Equipment at the Property or ECOMM Equipment Area shall, at LICENSEE's
'expense, be made by a qualified technician representing LICENSEE and a representative
designated by LICENSOR. If the testis satisfactory to both the technician and the
LICENSOR representative, a certification of such test signed by both the technician and the
LICENSOR representative shall be forwarded to LICENSOR at the location for notices
indicated in this Agreement.
LICENSOR reserves the right to otherwise use the Property and ECOMM Equipment Area
involved in any manner (including the right to alter, replace, improve or otherwise modify the
Property) so long as such use does not unreasonably interfere with LICENSEE's rights
hereunder.
3. Tern-t
This Agreement shall have a term from the Start Date until the End Date indicated on the
cover page of this Agreement ("Term"). The Parties have an option to extend the Term for
up to two additional, consecutive five (5) year periods upon the same terms, covenants and
conditions as are contained in this Agreement ("Options"). LICENSEE shall exercise the
Options by giving written notice of exercise to LICENSOR not less than one hundred twenty
(120) days prior to the expiration of the current Term. Notwithstanding· anything to the
contrary herein, in the event that the governing body of the LICENSOR elect during the Term
to transfer the Property (or portion thereof) or otherwise discontinue LICENSOR operations at
the Property or ECOMM Equipment Area, LICENSOR may terminate this Agreement by
providing LICENSEE with one .hundred-eighty (180) days advance written notice of such
termination.
4. Consideration
In addition to the mutual covenants and obligations of the parties hereunder, the Parties
acknowledge that in return for this Agreement the LICENSEE has give~, and the LICENSOR
has received, good and valuable consideration in the form of the· interoperable
communications channels provided by the ECOMM Equipment installed on LICENSOR's site.
T -20. 076.001/palciAltoSlteLicense0321 06 3
T-20.076.002\ Assignment Palo Alto SVRIA San Jose (2) 3-3-15
License Agreement
I Site Name I PALO ALTO
I SiteName I PALO ALTO
5. Condition of ECOMM Equipment Area
LICENSEE agrees to take the ECOMM Equipment Area and Property "as is." LICENSOR
does not warrant or represent that the ECOMM Equipment Area or Property is suitable for
LICENSEE's purposes, LICENSEE having made its own investigation and independent
determination of the satisfactory condition of the ECOMM Equipment Area and Property and
its suitability for its use. LICENSEE' assumes for. itself; its employees, agents and
contractors, all risks associated with its entry into the ECOMM Equipment Area and Property.
LICENSEE waives any claim against LICENSOR, its employees and agents for injuries'
sustained by LICENSEE, its employees, agents and contractors in the ECOMM Equipment
Area and surrounding property and for any damage to LICENSEE's property, except to the
extent of liability for. injuries' or damage caused by LICENSOR's negligence or willful
misconduct.
6. Maintenance and Repair:
LICENSEE shall be responsible for maintaining, repairing and replacing its ECOMM
Equipment. LICENSEE shall perform preventive maintenance on its ECOMM Equipment on
a regular schedule or as recommended by the manufacturer of the specific ECOMM
Equipment. In order to accomplish the required maintenance, LICENSEE will be allowed
access to its ECOMM Equipment 24 hours a day, seven' days a week, subject to compliance
with Section 14. .
LICENSOR, at LICENSOR's expense, shall maintain the ECOMM Equipment Area (other
than the ECOMM Equipment) in good order, condition and repair; provided, however, any
damage in or to the ECOMM Equipment Area or Property or systems caused by LICENSEE
or any agent, officer, employee, or contractor of LICENSEE, shall be promptly repaired by
LICENSEE at its expense. LlCENSEEshall immediately notify LICENSOR of such damage
and obtain LICENSOR's written consent before proceeding with such repairs ..
Upon expiration or earlier termination of this Agreement, LICENSEE shall remove all of its
ECOMM Equipment and shall return the ECOMM Equipment Area to its original condition,
less reasonable wear and tear, or as otherwise agreed by the parties.
7. Utilities and SerVices
LICENSOR agrees to furnish ·to the ECOMM Equipment Area (subject to interruption as
provided in this Agreement) all utilities reasonably required for LICENSEE's intended use.
LICENSOR shall not be liable for any damage or loss directly or indirectly resulting from any
interruption, limitation, curtailment, rationing or restriction on use of electricity, water or any
resource or form of energy serving the ECOMM Equipment Area or the Property, whether
such results from mandatory restrictions or voluntary compliance with guidelines, or from any
other cause other than willful misconduct by the LICENSOR or its employees. Subject to
LICENSOR's right to temporarily interrupt power and other services in connection with the
making of repairs or improvements in or around the ECOMM Equipment Area, LICENSOR
. shall use reasonable efforts promptly to correct any interruption in the furnishing of services.
T -20.076. 001/PaloAItoSIteLicense0321 08 4
T-20.076.002\ Assignment Palo Alto SVRIA San Jose (2) 3-3-15
License Agreement
I Site Name I PALO ALTO
I Site Name I PALO ALTO
LICENSEE shall be responsible fOr providing the battery power to operate its ECOMM
Equipment.
8. Damage and Destruction:
If the Property, ECOMM Equipment Area, or any portion thereof is destroyed or made
unusable by fire, flood, vandalism, earthquake or any other causes ("Destruction") so as to
make it impossible or impracticable to carry on business in substantially the same manner it
was conducted before the Destruction, then LICENSEE understands and agrees that any
restoration of the Property, ECOMM Equipment Area, or portions thereof, shall be at the sole
discretion of the LICENSOR. If the Property, ECOMM Equipment Area, or portion there.of
cannot be restored within ninety (90) calendar days of the damage or destruction at a
commercially reasonable cost or LICENSOR determines that it does not have available funds
and authority, (in'its sale discretion), this Agreement and its provisions may be terminated by
election of either party. In the event of the termination of this Agreement, LICENSEE shall
remove its ECOMM Equipment, except as otherwise agreed to by LICENSOR.
9. Default
The following shall constitute Events of Default:
(i) The failure of either Party to perform any of its obligations, exclusive of the
noninterference reqUirements of Section 2 of this Agreement, hereunder which
remains uncured for 15 days after written notice to it by the non-defaulting party will
constitute an Event of Default. Notwithstanding the foregoing, if the Event of Default is
such that it will reasonably require more than 15 days to cure, then the Defaulting
Party shall not be in default hereunder if it commences the cure. within 15. days after
written notice and thereafter proceeds diligently to complete the cure, but in no case
shall such Event of Default continue for more than 60 days; or
(ii) The failure of LICENSEE to comply with the noninterference requirements of
this Agreement as provided in Section 2.
In an Event of Default, the non-defaulting party may, without waiving any other rights or
remedies, immediately terminate this Agreement. Upon the expiration or termination of this
Agreement, all rights and obligations of the Parties under this Agreement terminate upon the
effective date of such expiration or termination.
Without limiting the Pa~ies' rights or remedies at law or equity, if this Agreement is
terminated, LICENSEE shall (i) immediately. remove all ECOMM Equipment from the
ECOMM Equipment Area and any related LICENSOR Property; and (ii) leave the ECOMM
EqUipment Area and LICENSOR's Property in a clean, neat and safe condition.
10. Indemnification
In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed
between the Parties pursuant to California Government Code §895.6, LICENSEE shall
T ·20.076.001 IPaloAItoSiteLicense0321 08 5
T·20.076.002\ Assignment Palo Alto SVRIA San Jose (2) 3·3·15
License Agreement
I Site Name I PALO ALTO
I Site Name I PALO ALTO J
i'ndemnify, defend, reimburse and hold harmless LICENSOR, its officers, employees and
agents, against any claim, suit, liability, loss, expense or damage, including reasonable
attorney's fees and costs, with respect to injury or death to any person or damage to any
property to the extent such arises from or is related to the use of the Property and ECOMM
Equipment Area by LICENSEE, its officers, employees or agents. LICENSOR shall
indemnify, defend and hold harmless LICENSEE, its officers, employees and agents, against
any claim, liability, loss, expense or damage, including reasonable attorney's fees and costs,
with respect to injury or death to any person or damage to any property to the extent such
arises from the negligence or willful misconduct of LICENSOR, its officers, empioyees or
agents in connection with this Agreement. This mutual indemnity shall survive the
termination or expiration of this Agreement. Notwithstanding the foregoing, neither party shall
be liable to the other party for any special or consequential damages.
11. Limited L1c,ense Only
This Agreement provides, subject to the terms and conditions herein, only a non-exclusive
License in the ECOMM Equipment Area and does not in any way confer on LICENSEE any
other interest, whether implied or expressed, in any real property. As between LICENSEE
and LICENSOR, LICENSEE retains all right, title and interest in the ECOMM Equipment.
12. Insurance
LICENSEE represents and warrants that, at I,.ICENSEE'S sole cost and expense, it will
maintain for the duration of this' AGREEMENT self-insurance against claims for injuries to
persons or damages to property which may arise from, or in connection with, the
performance by LICENSEE of its obligations under the Agreement and that of its agents,
representatives, employees or subcontractors and the indemnity provisions of this
agreement.
13. Alterations/Security System
LICENSEE shall not make any alterations to the ECOMM Equipment Area without
LICENSOR's prior written consent and approval of any proposed plans and specifications.
LICENSEE may install a security system in the ECOMM Equipment Area for its own ECOMM
EqUipment, provided LICENSEE submit its plans for same to LICENSOR for LICENSOR's
prior written approval, which approval shall not be unreasonably withheld. LICENSEE shall
comply with all security reqUirements associated with this secured facility including, for
example, requiring all of its employees, agents and contractors to provide evidence of proper
identification before entry, keeping any keys to the Building provided to LICENSEE in a safe
and secure place and otherwise cooperating with LICENSOR's security requirements.
14. Assignment and Transfer
The rights granted to LICENSEE shall not be assigned, sold, encumbered or transferred by
LICENSEE, in whole or in part, without the prior written consent of the LICENSOR.
Notwithstanding the foregoing, nothing herein shall preclude LICENSEE from altering,
T-20.076,001/PaloAltoSlleLicense032108 6
T-20.076.002\ Assignment Palo Alto SVRIA San Jose (2) 3-3-15
License Agreement
I Site Name I PALO ALTO
I Site Name I PALO ALTO
transferring or moving the ECOMM Equipment to another site or entering into another license
agreement to relocate the ECOMM Equipment. .
15. Notices:
All notices required to be given hereunder, or which either party may wish to give, shall be in
writing and shall be served either by personal delivery, rapid courier (such as Federal
Express or United Parcel Service) or by regular mail, postage prepaid, addressed as follows:
To LICENSOR:
To LICENSEE:
16. Non-Discrimination
City of Palo Alto
City Manager
250 Hamilton Avenue
Palo Alto, CA 94303
Telephone: (650) 329-2563
Facsimile: (650) 325:'5025
or to such place as LICENSOR may designate by written
notice.
City of San Jose
City Manager
New City Hall, 17th Floor
200 E. Santa Clara Street
San Jose, CA 95113
or to such other place as LICENSEE may designate by
written notice.
A. Requirements. The Parties shall comply with all applicable Federal, State, and
local laws and regulations. Such laws inclUde but are not limited to the following: Title VII of
the Civil Rights Act of 1964 as amended; Americans with Disabilities Act of 1990; The
Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing·
Act (Government Code sections 12900, et seq.) and California Labor Code sections 1101
and 1102. LICENSEE shall not discriminate against any subcontractor, employee, or
applicant for employment because of age, race, color, national origin, ancestry, religion,
sex/gender, sexual orientation, mental disability, physical disability, medical condition,
political beliefs, organizational affiliations, or marital status. in the recrUitment, selection for
training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of
payor other forms of compensation, nor shall LICENSEE discriminate in provision of services
provided under this Agreement because of age, race, color, national origin, ancestry, religion,
sex/gender, sexual orientation, mental disability, physical disability, medical .condition,
political beliefs, organizational affiliations or marital status.
B. Failure to Comply. Failure to comply with the requirements set forth herein
shall be deemed cause for cancellation, termination, or suspension of this Agreement.
T-20.076.001/PaloAltoSiteLicense032108 7
T-20.076.002\ Assignment Palo Alto SVRIA San Jose (2) 3-3-15
License Agreement
I Site Name I PALO ALTO
LIS_i_te_N_a_m __ e __ ~ __ ~I_PA __ LO __ A_L_T_O __________ ~1
17. Permits
LICENSEE shall, at LICENSEE's soJe cost and expense and prior to the commencement of
activities permitted hereunder, comply with all laws, orders, and obtain all permits which may
be required by public agencies including, without limitation, the Federal Communications
. Commission, CAL-OSHA and other relevant agencies and local jurisdiCtions· to the extent
they have jurisdiction over the activities. of LICENSEE at LICENSOR's Site Location and shall
comply with all conditions and requirements set forth in the permits issued by such agencies.
During the term of this Agreement, LICENSEE shall maintain, to the extent relevant, an FCC
license in full force and attach a copy of such license to each transmitter.
18. Governing LaW and Jurisdiction
This Agreement will be deemed accepted by thE;) Parties in, and governed by and construed
in accordance with,. the laws of the State of California without giving effect to its conflicts of
laws provisions. All actions with respect of this Agreement shall be brought in state courts
having jurisdiction within Santa Clara County, California and the parties -expressly consentto
the personal jurisdiCtion of such courts.
19. Entire Agreement
This Agreement represents the entire Agreement by and between the parties relative to the
use of the subject site_ Any prior or contemporaneous oral or written agreements by and
between the parties and/or their agents and representatives relative to such use are revoked .
and extinguished by this Agreement.
20. Representations and Warranties
The Parties represent and warrant that (i) they are not currently bound by any other
agreements, restrictions or obligations, nor will they assume any such obligations or
restrictions which do or would in any way interfere or be inconsistent with this Agreement;
and (ii) the signatories to this Agreement possess all necessary authority to enter into this
Agreement in all respects and render it effective.
21. Amendments
This Agreement may not be modified except in writing signed by duly authorized
representative(s) of the Parties.
22. Waiver
Waiver by the Parties of any breach of any term, covenant or condition of this Agreement
shall not be deemed to waive the same or any other term, covenant or condition of this
Agreement or the right to subsequently enforce such term or condition in the future.
T-20.076.001IPaloAltoSiteLicense032106 8
T-20.076.002\ Assignment Palo Alto SVRIA San Jose (2) 3-3-15
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I Site Name I PALO ALTO
I Site Name I PALO ALTO
23. Severability
In the event that any provision of this Agreement is held or construed to be invalid by any
arbitrator or court having jurisdiction over disputes related to this Agreement, such provision
will, if reasonable to do so, be restated to reflect as nearly as possible the original intentions
of the Parties in accordance with applicable law, or, if not reasonable to do so, be deemed to
be excluded from this Agreement. In any event, all other provisions of this Agreement will
remain in full force and effect.
24. Counterparts
This Agreement may be signed in multiple counterparts, each of which will be considered an
original, and all of which will be considered one and t~e same document. This Agreement
may be executed by facsimile signature.
This License Agreement is entered into the date set forth below by and between LICENSOR
and LICENSEE.
DATE
LICENSOR
City of Palo Alto
BY~t44J Name: Emily Harrison
Title: Assistant City Manager
APPROVED AS TO FORM:
T-20.076.001/PaloAlloSileUcense032108 9
LICENSEE
City of San Jose
By~J!;
Name: ' "J
Title: Deanna Santana
Deputy City Manager
APPROVED AS rOFORM:
Senior Deputy City Attorney
City of San Jose
T-20.076.002\ Assignment Palo Alto SVRIA San Jose (2) 3-3-15
License Agreement
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ECOMM LICENSE EXHffiITB EQUIPMENT AREA
. Palo Alto Civic Center Roof: ECOMM Egyipment AIea
The ECOMM microwave dishes toward Mountain View and Los Altos mount at the former location of the satellite antenna
250 HAMIL TON AVENUE, PALO ALTO, CA
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Palo Alto
ANTENNA ELEVATION
Elevation View of new roof mount with antennas,
250 HAMILTON A VENUE, PALO ALTO, CA
T-20.076.002\ Assignment Palo Alto SVRIA San Jose (2) 3-3-15
License Agreement
I Site Name I PALO ALTO
ECOMM LICENSE EXHIJlITB EQUIPMENT ROOM
FLOOR PLAN
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Palo Alto Equipment Room Floor Plan
S'h Floor, Civic Center Building
250 HAMIL TON AVENUE, PALO ALTO, CA
T-20.076.002\ Assignment Palo Alto SVRIA San Jose (2) 3-3-15
License Agreement
I Site Name PALO ALTO
ECOMM LICENSE EXHIBITC SITE DESIGN
ECOMM Site Design at Palo Alto Civic Center
1) LICENSEE shall furnish & install the following ECOMM components:
a) .One rooftop antenna mount that meets the requirements of the ECOMM structural analysis, at
the location shown in Exhibit B.
b) Two 3 foot microwave antennas on the new rooftop antenna mount facing Los Altos and
Mountain View. .
c). A rooftop penetration above the existing equipment room location, installed by a licensed
roofer.
d) A waveguIde entry port, core drilled into the equipment room by a licensed concrete worker.
e) Two waveguide runs from tpe two new microwave antennas to the microwave radio location
in the existing equipment room through the new waveguide entry port. .
f) One equipment rack containing two new microwave radios and multiplex equipment facing
Los Altos and Mountain View.
g) One equipment rack containing new DC chargers, batteries and dehydrator.
h) An extension of LICENSOR's 220VAC electrical power to the new ECOMM DC rectifier.
2) All LICENSEE work to be performed, tested and accepted per the design documents
contained in the LICENSEE contract with Harris Stratex Networks, Inc., dated December II,
2007, and as amended.
3) Final location and configuration of equipment may be adjusted by mutual agreement of
LICENSEE and LICENSOR to achieve ECOMM system perfonnance objectives and to avoid
conflict with existing LICENSOR structures, equipment and utilities encountered during
installation.
T-20.076.002\ Assignment Palo Alto SVRIA San Jose (2) 3-3-15
License Agreement
EXHIBIT A
Construction and Implementation Payments
Cost per agency Breakdown
FY14/15 FY15/16 FY16/17 FY17/18
Infrastructure
Cost
San Jose 2,750 26.46% 2,545,720$ 2,545,720$ 2,545,720$ 7,637,159$
Santa Clara County 2,130 20.49%1,971,776$ 1,971,776$ 1,971,776$ 5,915,327$
VTA 2,000 19.24%1,851,432$ 1,851,432$ 1,851,432$ 5,554,297$
Santa Clara 791 7.61% $354,639 614,029$ 614,029$ 614,029$ 2,196,725$
Palo Alto 690 6.64%638,744$ 638,744$ 638,744$ 1,916,233$
Sunnyvale 455 4.38%421,201$ 421,201$ 421,201$ 1,263,603$
Mountain View 310 2.98%286,972$ 286,972$ 286,972$ 860,916$
Gilroy 304 2.92%281,418$ 281,418$ 281,418$ 844,253$
Milpitas 249 2.40%230,503$ 230,503$ 230,503$ 691,510$
Campbell 189 1.82%174,960$ 174,960$ 174,960$ 524,881$
Los Gatos 140 1.35%129,600$ 129,600$ 129,600$ 388,801$
Morgan Hill 135 1.30%124,972$ 124,972$ 124,972$ 374,915$
Los Altos 90 0.87%83,314$ 83,314$ 83,314$ 249,943$
SJSU 86 0.83%79,612$ 79,612$ 79,612$ 238,835$
South County Fire 31 0.30%28,697$ 28,697$ 28,697$ 86,092$
Foothill/DeAnza 23 0.22%21,291$ 21,291$ 21,291$ 63,874$
West Valley/Mission 22 0.21%20,366$ 20,366$ 20,366$ 61,097$
10,395 100.00%28,868,460$
4/30/2015 FINAL 10,395 354,639$ 9,504,607$ 9,504,607$ 9,504,607$ 28,868,460$
User Count
EXHIBIT B
Operations and Maintenance Projected Costs
Operations
and
Maitenance
(FY18/19)
Operations
and
Maitenance
(FY19/20)
Operations
and
Maitenance
(FY20/21)
Operations
and
Maitenance
(FY21/22)
Operations
and
Maitenance
(FY22/23)
Operations
and
Maitenance
(FY23/24)
Operations
and
Maitenance
(FY24/25)
Operations
and
Maitenance
(FY25/26)
Operations
and
Maitenance
(FY26/27)
Operations
and
Maitenance
(FY27/28)
Operations
and
Maitenance
(FY28/29)
San Jose 2,750 26.46%$1,001,627 $1,001,627 990,977$ 1,008,358$ 1,026,516$ 1,045,593$ 1,065,552$ 1,086,436$ 1,108,335$ 1,131,250$ 1,152,476$
Santa Clara County 2,130 20.49%$775,806 $775,806 767,557$ 781,019$ 795,083$ 809,860$ 825,318$ 841,494$ 858,456$ 876,205$ 892,645$
VTA 2,000 19.24%$728,456 $728,456 720,711$ 733,351$ 746,557$ 760,432$ 774,947$ 790,135$ 806,062$ 822,727$ 838,164$
Santa Clara 791 7.61%$288,104 $288,104 285,041$ 290,040$ 295,263$ 300,751$ 306,491$ 312,499$ 318,798$ 325,389$ 331,494$
Palo Alto 690 6.64%$251,317 $251,317 248,645$ 253,006$ 257,562$ 262,349$ 267,357$ 272,597$ 278,091$ 283,841$ 289,167$
Sunnyvale 455 4.38%$165,724 $165,724 163,962$ 166,837$ 169,842$ 172,998$ 176,300$ 179,756$ 183,379$ 187,170$ 190,682$
Mountain View 310 2.98%$112,911 $112,911 111,710$ 113,669$ 115,716$ 117,867$ 120,117$ 122,471$ 124,940$ 127,523$ 129,915$
Gilroy 304 2.92%$110,725 $110,725 109,548$ 111,469$ 113,477$ 115,586$ 117,792$ 120,101$ 122,521$ 125,055$ 127,401$
Milpitas 249 2.40%$90,693 $90,693 89,728$ 91,302$ 92,946$ 94,674$ 96,481$ 98,372$ 100,355$ 102,430$ 104,351$
Campbell 189 1.82%$68,839 $68,839 68,107$ 69,302$ 70,550$ 71,861$ 73,232$ 74,668$ 76,173$ 77,748$ 79,207$
Los Gatos 140 1.35%$50,992 $50,992 50,450$ 51,335$ 52,259$ 53,230$ 54,246$ 55,309$ 56,424$ 57,591$ 58,671$
Morgan Hill 135 1.30%$49,171 $49,171 48,648$ 49,501$ 50,393$ 51,329$ 52,309$ 53,334$ 54,409$ 55,534$ 56,576$
Los Altos 90 0.87%$32,781 $32,781 32,432$ 33,001$ 33,595$ 34,219$ 34,873$ 35,556$ 36,273$ 37,023$ 37,717$
San Jose State 86 0.83%$31,324 $31,324 30,991$ 31,534$ 32,102$ 32,699$ 33,323$ 33,976$ 34,661$ 35,377$ 36,041$
South County Fire 31 0.30%$11,291 $11,291 11,171$ 11,367$ 11,572$ 11,787$ 12,012$ 12,247$ 12,494$ 12,752$ 12,992$
Foothill/DeAnza 23 0.22%$8,377 $8,377 8,288$ 8,434$ 8,585$ 8,745$ 8,912$ 9,087$ 9,270$ 9,461$ 9,639$
West Valley /Mission 22 0.21%$8,013 $8,013 7,928$ 8,067$ 8,212$ 8,365$ 8,524$ 8,691$ 8,867$ 9,050$ 9,220$
10,395 100.00%$3,786,150 $3,786,150 3,745,893$ 3,811,593$ 3,880,229$ 3,952,343$ 4,027,786$ 4,106,729$ 4,189,508$ 4,276,125$ 4,356,358$
April 30, 2015 10,395 $3,786,150 $3,786,150 3,745,893$ 3,811,593$ 3,880,229$ 3,952,343$ 4,027,786$ 4,106,729$ 4,189,508$ 4,276,125$ 4,356,358$
User Count
NOT YET APPROVED
1
150603 sh
Ordinance No. ________
Ordinance of the Council of the City of Palo Alto Amending the Budget for Fiscal Year
2015 in the Technology Fund to Increase the Radio Infrastructure Replacement
Project (Te‐0500) by $1,000,000, Offset by an Increased Transfer from the General
Fund to Fund the City’s Portion of the County‐Wide Radio Infrastructure Project
Administered by the Silicon Valley Regional Interoperability Authority. In the
General Fund, the Transfer to the Technology Fund is Increased by $1,000,000 Offset
by a Reduction to the Budget Stabilization Reserve
The Council of the City of Palo Alto does ORDAIN as follows:
SECTION 1. The Council of the City of Palo Alto finds and determines as follows:
A. Pursuant to the provisions of Section 12 of Article III of the Charter of the City of
Palo Alto, the Council on June 16, 2014 did adopt a budget for fiscal year 2015; and
B. The City of Palo Alto has been participating in a multi‐year project with all the
Joint Powers Authority members in the Silicon Valley Regional Interoperability Authority
(SVRIA) to fund and construct a county‐wide radio communications system that will permit
all public safety officers across Santa Clara County to communicate with one another. Palo
Alto and other municipalities will also use the system for local government radio
communication (Public Works, Utilities, etc.); and
C. The City's capital costs related to this project are anticipated to be $4.0 million;
$2.1 million for replacement of the City’s radios and consoles (split between the General
Fund, $1.65 million and the Public Works and Utilities enterprise funds, $0.45 million); and
$1.9 million for the City’s share of the Countywide total $28.9 million infrastructure build
out (split between the General Fund, $1.4 million and the Public Works and Utilities
enterprise Funds, $0.5 million); and
D. As discussed in the Fiscal Year 2016 Proposed Capital Budget for CIP TE‐05000, a
recommendation to carry over existing funding in Fiscal Year 2015 ($1.3 million; $0.8 million
from the General Fund and $0.5 million from the Utility Funds) to Fiscal Year 2016 is
proposed to fund a portion of the $4.0 million infrastructure and radio replacement costs;
and
E. The Fiscal Year 2016 Proposed Capital Budget for CIP TE‐05000 also recommends
a $1.0 million transfer from the General Fund Budget Stabilization Reserve to fund $1.8
million of the General Fund's $3.0 million projected share of the project. The remaining $1.2
million General Fund share will be funded in future years as the costs associated with the
project are refined; and
F. City Council authorization is needed to amend the 2015 budget as hereinafter
set forth.
NOT YET APPROVED
2
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SECTION 2. The ending fund balance in the General Fund Budget Stabilization
Reserve is hereby reduced by One Million dollars ($1,000,000) and the transfer‐out to the
Technology Fund is increased by One Million dollars ($1,000,000). The transfer‐in to the
Technology Fund is increased by One Million dollars ($1,000,000) and One Million dollars
($1,000,000) is appropriated to the Radio Infrastructure Replacement Capital Improvement
Project (TE‐05000).
SECTION 3. The Council of the City of Palo Alto hereby finds that this is not a project
under the California Environmental Quality Act and, therefore, no environmental impact
assessment is necessary.
SECTION 4. As provided in Section 2.04.330 of the Palo Alto Municipal Code, this
ordinance shall become effective upon adoption.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
NOT PARTICIPATING:
ATTEST:
____________________________ ____________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
____________________________ ____________________________
Assistant City Attorney City Manager
____________________________
Director of Administrative Services
____________________________
Chief Information Officer