HomeMy WebLinkAboutStaff Report 6613
City of Palo Alto (ID # 6613)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 3/21/2016
City of Palo Alto Page 1
Summary Title: Approval of RFP: Critical Emergency Systems
Title: Approval and Authorization of the City Manager to Execute a Contract
With Public Safety Innovations in an Amount Not-to-Exceed $250,000 to
Perform Work Across a Facet of Network, Computer, Data, Radio, and Other
Telecommunications Systems That Reside in Vehicles, Portable Platforms, or
in Fixed Locations in Support of the Palo Alto Public Safety Team for a Term
Through June 30, 2021
From: City Manager
Lead Department: Office of Emergency Services
Recommendation
Staff recommends that Council approve and authorize the City Manager to execute a contract
with Public Safety Innovations in an amount not-to-exceed $250,000 to perform work across a
facet of network, computer, data, radio, and other telecommunications systems that reside in
vehicles, portable platforms, or in fixed locations in support of the Palo Alto Public Safety Team
for a term through June 30, 2021.
Background
Palo Alto public safety organizations operate critical emergency support vehicles manufactured
by LDV, Inc., including a Mobile Emergency Operations Center (MEOC) comprising one satellite
system, one SyTech RIOS Interoperable communications system, 32 various radios of all bands
(HF, VHF, UHF), and five onboard networked computers; a Mobile Forensics Lab; a Special
Weapons and Tactics Van; and a Ford F-550 MEOC Support Vehicle (MSV) consisting of eight
VHF radios and a SyTech TAC2 Portable Radio Inter-operable system. OES also maintains a Ford
F=250 emergency response vehicle, the Director’s Command Vehicle, which has similar radio
and camera systems. Additionally, the OES provides command and control of emergency
response efforts from a central Emergency Operations Center linked to geographically-
distributed fixed Department Operations Centers via radio, internet, and computer networks.
These systems require specialized system upkeep and maintenance to maintain a high level of
readiness in preparation for All Hazards.
Discussion
City of Palo Alto Page 2
These critical emergency response resources require maintenance and upkeep proven to be
best performed through outside vendors. Multiple vendors have been used to maintain the
various network, computer, data, radio, and other telecommunications systems. Prior to 2013,
Palo Alto OES had been executing contract work piecemeal through various procurement
methods and with various vendors which became untimely and inefficient. In 2013, OES
instituted a comprehensive contracting mechanism to maintain these systems to a high state of
readiness while improving administrative efficiency through the management of one vendor
across the range of technical requirements. The City executed an initial $250,000 contract with
PSI, Inc. after following a notice inviting formal bids for professional services in support of
Critical Emergency Response under RFP 149763. PSI, Inc. was the only bid received by the City.
Since that time, PSI, Inc. has completed all requested tasks with a high degree of
professionalism and quality.
Bid Process.
On January 6, 2016, the City issued a notice inviting formal bids for professional services in
support of Critical Emergency Response under RFP 160578. A pre-proposal teleconference was
conducted on January 19, 2016, with two vendors in attendance and a deadline for submittal
on January 28, 2016. PSI, Inc. was the only bid received by the City. Given their prior
performance and experience with the City, OES selected PSI, Inc. as the vendor for RFP 160578.
PSI, Inc. will accomplish the contract requirements through planned and on-call work
authorizations received from OES. Invoices for the scheduled work will be submitted to the
project manager, validated, and paid in the form of purchase orders over the life of this
agreement.
Resource Impact:
The total five-year cost of $250,000 and will be absorbed in the OES operating non-salary funds
in the General Fund beginning in Fiscal Year 2016 through the life of the contract at a rate of
approximately $50,000 per year subject to the annual appropriation of funds. However, the
pace of work may be changed to suit conditions and requirements.
Policy Implications
The recommendations in this report do not represent a change in City policies.
Environmental Review
The recommendation in this report does not constitute a project requiring review under the
California Environmental Quality Act (CEQA).
Attachments:
ATTACHMENT A- Critical Emergency RFP 160578 B1 (PDF)
ATTACHMENT B-Contract with Public Safety Innovation Inc (PDF)
OFFICE OF EMERGENCY SERVICES
REQUEST FOR PROPOSAL (RFP) NUMBER 160578
FOR PROFESSIONAL SERVICES
“OES C4I – Critical Emergency Response”
Pre-proposal Teleconference: 9:00 a.m. Tuesday, January 19, 2016
RFP Submittal Deadline: 3:00 p.m.
Thursday, Januray 28, 2016 Contract Administrator: Carolynn Bissett
Email: carolynn.bissett@cityofpaloalto.org
CITY OF PALO ALTO PURCHASING/CONTRACT ADMINISTRATION 250 HAMILTON AVENUE
PALO ALTO, CA 94301 (650) 329-2271
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REQUEST FOR PROPOSAL (RFP) NO. 160578 FOR PROFESSIONAL SERVICES
TITLE: OES C4I – Critical Emergency Response
1. INTRODUCTION
The City of Palo Alto is seeking proposals from qualified firms to provide professional
services for an OES C4I (Command, Control, Computer, Communications, Information)
–Critical Emergency Response. The required services and performance conditions are
described in the Scope of Work (or Services). The budget is $50,000 per year and anticipates the resulting contract from this RFP to have a five (5) year term.
2. ATTACHMENTS
The attachments below are included with this Request for Proposals (RFP) for your review and submittal (see asterisk):
Attachment A – Proposer’s Information Form*
Attachment B – Scope of Work/Services
Attachment C – Sample Agreement for Professional Services Attachment D – Sample Table, Qualifications of Firm Relative to City’s Needs
Attachment E – Cost Proposal Format
Attachment F – Insurance Requirement
The items identified with an asterisk (*) shall be filled out, signed by the appropriate representative of the company and returned with submittal.
3. INSTRUCTIONS TO PROPOSERS
3.1 Pre-Proposal Teleconference (Non-mandatory)
A non-mandatory pre-proposal teleconference will be held on Tuesday,
January 19, 2016 at 9:00 a.m. All prospective proposers are strongly
encouraged to call into the teleconference. In order to participate in the
teleconference, please call 1-877-336-1831 using Access Code: 5301570. Prospective proposers do not have to attend this pre-proposal
teleconference in order to submit a proposal.
3.2 Examination of Proposal Documents
The submission of a proposal shall be deemed a representation and
certification by the Proposer that they:
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3.2.1 Have carefully read and fully understand the information that was provided by the City to serve as the basis for submission of this
proposal.
3.2.2 Have the capability to successfully undertake and complete the
responsibilities and obligations of the proposal being submitted. 3.2.3 Represent that all information contained in the proposal is true and correct.
3.2.4 Did not, in any way, collude, conspire to agree, directly or indirectly,
with any person, firm, corporation or other Proposer in regard to the
amount, terms or conditions of this proposal. 3.2.5 Acknowledge that the City has the right to make any inquiry it deems appropriate to substantiate or supplement information
supplied by Proposer, and Proposer hereby grants the City
permission to make these inquiries, and to provide any and all
related documentation in a timely manner. No request for modification of the proposal shall be considered after its
submission on grounds that Proposer was not fully informed to any fact or
condition.
3.3 Addenda/Clarifications
Should discrepancies or omissions be found in this RFP or should there
be a need to clarify this RFP, questions or comments regarding this RFP
must be put in writing and received by the City by way of email no later than 1:00 p.m., Wednesday, January 20, 2016. Correspondence shall be emailed to carolynn.bissett@CityofPaloAlto.org and
Nathaniel.Rainey@cityofpaloalto.org Responses from the City will be
communicated in writing to all recipients of this RFP in Planet Bids.
Inquiries received after the date and time stated will not be accepted and will be returned to senders without response. All addenda shall become a part of this RFP and shall be acknowledged on the Proposer’s Form.
The City shall not be responsible for nor be bound by any oral instructions,
interpretations or explanations issued by the City or its representatives. 3.4 Submission of Proposals
All proposals shall be submitted to:
Planet Bids
RFP Proposals must be sent to Planet Bids no later than 3:00 p.m. on
Thursday, January 28, 2016. All proposals received after that time will be
declined.
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3.5 Withdrawal of Proposals
A Proposer may withdraw its proposal at any time before the expiration of
the time for submission of proposals as provided in the RFP by delivering a written request for withdrawal signed by, or on behalf of, the Proposer.
3.6 Rights of the City of Palo Alto
This RFP does not commit the City to enter into a contract, nor does it obligate the City to pay for any costs incurred in preparation and submission of proposals or in anticipation of a contract. The City reserves
the right to:
• Make the selection based on its sole discretion;
• Reject any and all proposals;
• Issue subsequent Requests for Proposals;
• Postpone opening for its own convenience;
• Remedy technical errors in the Request for Proposals process;
• Approve or disapprove the use of particular subconsultants;
• Negotiate with any, all or none of the Proposers;
• Accept other than the lowest offer;
• Waive informalities and irregularities in the Proposals and/or
• Enter into an agreement with another Proposer in the event the
originally selected Proposer defaults or fails to execute an agreement
with the City.
An agreement shall not be binding or valid with the City unless and until it is
executed by authorized representatives of the City and of the Proposer.
4. PROPOSED TENTATIVE TIMELINE
The tentative RFP timeline is as follows:
RFP Issued January 6, 2016
Pre-Proposal Teleconference January 19, 2016 at 9:00 a.m.
Deadline for Questions, Clarifications January 20, 2016 by 1:00 p.m.
Answers Provided to Questions January 22, 2016
Proposals Due January 28, 2016 by 3:00 p.m.
Finalist Identified February 9, 2016
Interviews – top three February 18, 2016
Consultant Selection and Contract Preparation March 2016
Contract Awarded by Council April 2016
Work Commences Late April 2016
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5. INFORMATION TO BE SUBMITTED (to be submitted in this order only)
These instructions outline the guidelines governing the format and content of the
proposal and the approach to be used in its development and presentation. The
intent of the RFP is to encourage responses that clearly communicate the Proposer’s understanding of the City’s requirements and its approach to successfully provide the products and/or services on time and within budget.
Only that information which is essential to an understanding and evaluation of the
proposal should be submitted. Items not specifically and explicitly related to the
RFP and proposal, e.g. brochures, marketing material, etc. will not be considered in the evaluation.
All proposals shall address the following items in the order listed below and shall
be numbered 1 through 8 in the proposal document.
5.1 Chapter 1 – Proposal Summary
This Chapter shall discuss the highlights, key features and distinguishing
points of the Proposal. A separate sheet shall include a list of individuals and
contacts for this Proposal and how to communicate with them. Limit this Chapter to a total of three (3) pages including the separate sheet.
5.2 Chapter 2 – Profile on the Proposing Firm(s)
This Chapter shall include a brief description of the Prime Proposer’s firm size as well as the proposed local organization structure. Include a discussion of the Prime Proposer firm’s financial stability, capacity and
resources. Include all other firms participating in the Proposal, including
similar information about the firms.
Additionally, this section shall include a listing of any lawsuit or litigation and the result of that action resulting form (a) any public project undertaken by
the Proposer or by its subcontractors where litigation is still pending or has
occurred within the last five years or (b) any type of project where claims or
settlements were paid by the consultant or its insurers within the last five years.
5.3 Chapter 3 – Qualifications of the Firm
This Chapter shall include a brief description of the Proposer’s and sub-Proposer’s qualifications and previous experience on similar or related projects. Provide in a table format (see Sample Table, Attachment D)
descriptions of pertinent project experience with other public municipalities
and private sector that includes a summary of the work performed, the total
project cost, the percentage of work the firm was responsible for, the period over which the work was completed, and the name, title, and phone number
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of client’s to be contacted for references. Give a brief statement of the firm’s adherence to the schedule and budget for the project.
This chapter shall include information regarding any relationships with firms
and/or individuals who may submit proposals in response to the RFPs being developed.
5.4 Chapter 4 – Work Plan or Proposal
This Chapter shall present a well-conceived service plan. Include a full description of major tasks and subtasks. This section of the proposal shall establish that the Proposer understands the City’s objectives and work
requirements and Proposer’s ability to satisfy those objectives and
requirements. Succinctly describe the proposed approach for addressing the
required services and the firm’s ability to meet the City’s schedule, outlining the approach that would be undertaken in providing the requested services.
5.5 Chapter 5 – Proposed Innovations
The Proposer may also suggest technical or procedural innovations that have been used successfully on other engagements and which may provide the
City with better service delivery. In this Chapter discuss any ideas,
innovative approaches, or specific new concepts included in the Proposal
that would provide benefit to the City. 5.6 Chapter 6 – Project Staffing
This Chapter shall discuss how the Proposer would propose to staff this
project. Key project team members shall be identified by name, title and specific responsibilities on the project. An organizational chart for the project team and resumes for key Proposer personnel shall be included. Key
personnel will be an important factor considered by the review committee.
Changes in key personnel may be cause for rejection of the proposal.
5.7 Chapter 7 – Proposal Exceptions
This Chapter shall discuss any exceptions or requested changes that
Proposer has to the City’s RFP conditions, requirements and sample contract. If there are no exceptions noted, it is assumed the Proposer will accept all conditions and requirements identified in the Attachment C –
“Sample Agreement for Services.” Items not excepted will not be open to
later negotiation.
5.8 Chapter 8 – Proposal Costs Sheet and Rates
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The fee information is relevant to a determination of whether the fee is fair and reasonable in light of the services to be provided. Provision of this
information assists the City in determining the firm’s understanding of the
project, and provides staff with tools to negotiate the cost, provide in a table
(See sample Table, Attachment E).
This Chapter shall include the proposed costs to provide the services desired. Include any other cost and price information, plus a not-to-exceed
amount, that would be contained in a potential agreement with the City. The
hourly rates may be used for pricing the cost of additional services outlined in
the Scope of Work.
PLEASE NOTE: The City of Palo Alto does not pay for services before it receives them. Therefore, do not propose contract terms that call for upfront
payments or deposits.
6. CONTRACT TYPE AND METHOD OF PAYMENT
It is anticipated that the agreement resulting from this solicitation, if awarded, will be
a fixed fee form of contract. A Sample Agreement of Services is provided as
Attachment C. The method of payment to the successful Proposer shall be on a
fixed fee basis with a maximum “not to exceed” fee as set by the Proposer in the proposal or as negotiated between the Proposer and the City as being the maximum
cost to perform all work. This figure shall include direct costs and overhead, such
as, but limited to, transportation, communications, subsistence and materials and
any subcontracted items of work. Progress payments will be based on a percentage
of project completed.
Proposers shall be prepared to accept the terms and conditions of the Agreement,
including Insurance Requirements in Attachment F. If a Proposer desires to take
exception to the Agreement, Proposer shall provide the following information in
Chapter 7 of their submittal package. Please include the following:
• Proposer shall clearly identify each proposed change to the Agreement,
including all relevant Attachments.
• Proposer shall furnish the reasons for, as well as specific recommendations, for alternative language.
The above factors will be taken into account in evaluating proposals. Proposals that
take substantial exceptions to the proposed Agreement may be determined by the City, at its sole discretion, to be unacceptable and no longer considered for award.
Insurance Requirements
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The selected Proposer(s), at Proposer’s sole cost and expense and for the full term of the Agreement or any extension thereof, shall obtain and maintain, at a minimum,
all of the insurance requirements outlined in Attachment F.
All policies, endorsements, certificates and/or binders shall be subject to the approval of the Risk Manager of the City of Palo Alto as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the
Risk Manager. The selected Proposer agrees to provide the City with a copy of said
policies, certificates and/or endorsement upon award of contract.
7. REVIEW AND SELECTION PROCESS
City staff will evaluate the proposals provided based on the following criteria:
7.1 Organizational and Personal Qualifications; Proposer’s prior record of performance with city or other agencies 7.2 Organizational and Personal Qualifications; Can accomplish scope of work
without subcontracting
7.3 Past Record of Performance;
7.4 Previous Experience in performing this scope of work 7.5 Proposal satisfies scope of work; 7.6 Ability to meet OES schedules and timelines ;
7.7 Cost of Services
The selection committee will make a recommendation to the awarding authority. The acceptance of the proposal will be evidenced by written Notice of Award from the City’s Purchasing/Contract Administration Division to the successful
Proposer.
8. ORAL INTERVIEWS Proposers may be required to participate in an oral interview. The oral interview will
be a panel comprised of members of the selection committee.
Proposers may only ask questions that are intended to clarify the questions that they are being asked to respond.
Each Proposer’s time slot for oral interviews will be determined randomly.
Proposers who are selected shall make every effort to attend. If representatives of
the City experience difficulty on the part of any Proposer in scheduling a time for the oral interview, it may result in disqualification from further consideration.
9. PUBLIC NATURE OF MATERIALS
Responses to this RFP become the exclusive property of the City of Palo Alto. At such time as the Administrative Services Department recommends to form to the
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City Manager or to the City Council, as applicable, all proposals received in response to this RFP becomes a matter of public record and shall be regarded as
public records, with the exception of those elements in each proposal which are
defined by the Proposer as business or trade secrets and plainly marked as
“Confidential,” “Trade Secret,” or “Proprietary”. The City shall not in any way be liable or responsible for the disclosure of any such proposal or portions thereof, if they are not plainly marked as “Confidential,” “Trade Secret,” or “Proprietary” or if
disclosure is required under the Public Records Act. Any proposal which contains
language purporting to render all or significant portions of the proposal
“Confidential,” “Trade Secret,” or “Proprietary” shall be regarded as non-responsive. Although the California Public Records Act recognizes that certain confidential trade
secret information may be protected from disclosure, the City of Palo Alto may not
accept or approve that the information that a Proposer submits is a trade secret. If a
request is made for information marked “Confidential,” “Trade Secret,” or “Proprietary,” the City shall provide the Proposer who submitted the information with reasonable notice to allow the Proposer to seek protection from disclosure by a court
of competent jurisdiction.
10. COLLUSION By submitting a proposal, each Proposer represents and warrants that its proposal is
genuine and not a sham or collusive or made in the interest of or on behalf of any
person not named therein; that the Proposer has not directly induced or solicited any
other person to submit a sham proposal or any other person to refrain from submitting a proposal; and that the Proposer has not in any manner sought collusion to secure any improper advantage over any other person submitting a proposal.
11. DISQUALIFICATION
Factors such as, but not limited to, any of the following may be considered just cause to disqualify a proposal without further consideration:
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11.1 Evidence of collusion, directly or indirectly, among Proposers in regard to the amount, terms or conditions of this proposal;
11.2 Any attempt to improperly influence any member of the evaluation team;
11.3 Existence of any lawsuit, unresolved contractual claim or dispute between
Proposer and the City;
11.4 Evidence of incorrect information submitted as part of the proposal;
11.5 Evidence of Proposer’s inability to successfully complete the
responsibilities and obligation of the proposal; and
11.6 Proposer’s default under any previous agreement with the City, which
results in termination of the Agreement.
12. NON-CONFORMING PROPOSAL
A proposal shall be prepared and submitted in accordance with the provisions of these RFP instructions and specifications. Any alteration, omission, addition,
variance, or limitation of, from or to a proposal may be sufficient grounds for non-
acceptance of the proposal, at the sole discretion of the City.
13. GRATUITIES
No person shall offer, give or agree to give any City employee any gratuity, discount
or offer of employment in connection with the award of contract by the city. No city
employee shall solicit, demand, accept or agree to accept from any other person a gratuity, discount or offer of employment in connection with a city contract.
~ End of Section ~
City of Palo Alto – RFP______ 1
Attachment A
Proposer’s Information Form
PROPOSER (please print):
Name: __________________________________________________________
Address: __________________________________________________________
__________________________________________________________
Telephone: _______________________ Email: ______________________________
Contact person, title, email, and telephone: __________________________
______________________________________________________________________
______________________________________________________________________
Proposer, if selected, intends to carry on the business as (check one):
Individual Joint Venture
Partnership
Corporation
When incorporated? ______________
In what state? _______________
When authorized to do business in California? _______
Other (explain):____________________________________________________
ADDENDA
To assure that all Proposers have received each addendum, check the appropriate box(es) below. Failure to acknowledge receipt of an addendum/addenda may be considered an
irregularity in the Proposal:
Addendum number(s) received: 1; 2; 3; 4; 5; 6;
Or, _____ _____No Addendum/Addenda Were Received (check and initial).
PROPOSER’S SIGNATURE No proposal shall be accepted which has not been signed in ink in the appropriate space below:
By signing below, the submission of a proposal shall be deemed a representation and certification by the Proposer that they have investigated all aspects of the RFP, that they are aware of the applicable facts pertaining
to the RFP process, its procedures and requirements, and they have read
and understand the RFP. No request for modification of the proposal shall be
considered after its submission on the grounds that the Proposer was not fully informed as to any fact or condition.
City of Palo Alto – RFP______ 2
Attachment A – Proposer Information continued…
1. If Proposer is INDIVIDUAL, sign here
Date:______________ _____________________________________
Proposer’s Signature
_____________________________________
Proposer’s typed name and title
2. If Proposer is PARTNERSHIP or JOINT VENTURE; at least two (2) Partners shall
sign here:
________________________________________________
Partnership or Joint Venture Name (type or print)
Date:______________ _____________________________________
Member of the Partnership or Joint Venture signature
Date:______________ _____________________________________ Member of the Partnership or Joint Venture signature
3. If Proposer is a CORPORATION, the duly authorized officer shall sign as follows:
The undersigned certify that he/she is respectively:
_________________________________ and ___________________________
Signature Title
Of the corporation named below; that they are designated to sign the Proposal Cost Form by
resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its
authenticity or Secretary’s certificate of authorization) for and on behalf of the below named CORPORATION, and that they are authorized to execute same for and on behalf of said
CORPORATION.
______________________________________
Corporation Name (type or print)
By:______________________________________ Date: _________________
Title:__________________________________________
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Attachment B – Scope of Services
Title: OES Purchase Request for Command, Control, Communications, Computers and Information (C4I)
Critical Emergency Response
A. Project Description.
The City of Palo Alto Office of Emergency Services (OES) is requesting proposals for a professional
services indefinite delivery/indefinite quantity contract for critical emergency response C4I (command,
control, computer, communications and information) systems and platforms in use by the Palo Alto
public safety agencies (Police, Fire, OES). This contract is a five year firm-fixed-price contract and the
aggregate capacity will be $250,000. $50,000 will be apportioned each year over five years, although
the pace of work may be changed to suit conditions and requirements.
This contract will also allow additional services up to 10% of the total awarded contract amount.
The contractor will be responsible to perform work across a wide range of network, computer, radio,
and other telecommunications systems that reside in vehicles, portable platforms or in fixed locations.
This scope of work will also include support to the City's partner agencies, including those where the City
provides certain services such as Stanford University.
Palo Alto public safety agencies operate a number of critical emergency support vehicles manufactured,
upfitted or equipped by LDV, Inc., including:
• a Mobile Emergency Operations Center (MEOC) that has a satellite voice and data system, a
SYTECH RIOS Interoperable communications system, various radios of all bands (HF, VHF, UHF,
etc.), and onboard networked computers
• a Mobile Forensics Lab vehicle (Mobile Forensics Unit: MoFU)
• a Special Weapons and Tactics (SWAT) vehicle
• a Ford F-550 MEOC Support Vehicle (MSV) (prime mover) and Ford F-250 Command Vehicle,
both of which contain several radios, computers, and a Sytech TAC2 Portable RIOS.
Additionally, OES provides command and control of emergency response efforts from a central
Emergency Operations Center (EOC) linked to geographically distributed fixed Department Operations
Centers (DOCs) via radio, internet, private (dark) fiber, and wireless computer networks, including
microwave.
B. Qualifications / Experience
• SYTECH RIOS Expertise. Sytech RIOS radio interoperability system configuration and
maintenance.
• Network Systems Expertise. Familiarity with firewalls, port-forwarding, VPN.
• 4.9 GHz and other microwave, WiFi, and similar wireless data networks.
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• Authorized by LDV to perform non-automotive, non-chassis maintenance on LDV fleet of
vehicles: Electrical, HVAC, Alarm System, Pneumatic Tower Masts. Able to work on highly
sophisticated and high-end LDV vehicles that require specialized maintenance skills.
• State of California PE license. Must be able to engineer, design and install electro-mechanical
elements to support radio, network, and telecommunications systems, such as solar panels,
batteries, wiring, etc.
• Must have California Class B Drivers License. Contractor will augment OES staff in driving and
operating the MEOC when required.
• Within three hour drive response time. Contractor will be required to quickly arrive on site to
resolve technical issues when system deficiencies arise.
C. Scope of Work.
The major categories of work are divided into the requirements below. All work requested via task
orders issued by OES will fall within one or more of these requirements. Deliverables will be defined
through task orders on an ad hoc basis.
1. Program and Systems Assessment. Contractor will complete an assessment of current systems,
capabilities, and status within 30 days of contract start date in conjunction with Office of Emergency
Services Staff.
2. Systems Engineering.
• Assist OES in developing designs and plans for communications capabilities: radio, antenna,
network, software, equipment for the Emergency Operations Center & mobile and portable
platforms.
3. Network Administration.
• Conduct routine maintenance of client and server software – administer client and server
upgrades when requested by City.
• Configure RIOS client software on various remote PCs (10-20 each). Perform system
maintenance to ensure remote PCs are operable on RIOS client.
• Network Configuration. Work with Palo Alto Police Department Technical Services Division to
establish and maintain network connections, VPN, and other secure data feeds.
• Other Systems. Work with Palo Alto Police Department Technical Services Division to establish
and maintain hardware and software servers and clients. This includes servers, computers,
smart phones, and other devices that may be in use by the City of Palo Alto.
• Remote Video and Telemetry. Support public safety deployments of fixed and portable camera,
sensor and video systems.
4. Radio Installation, Maintenance, Programming
• Engineer and design interoperability systems for radio installations and antenna configurations.
• Program and test radios or radio interoperability systems.
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• Configure, install, mount and modify radios or radio interoperability systems.
5. Vehicle Installations
• Installation of emergency vehicle equipment applications such as computer mobile data
installations, light bars, warning controllers, strobe accessories, push bumpers, etc.
• Specific expertise in upfitting command vehicles (especially high-current DC electronics, power
management, solar and other alternative energy generation systems).
6. EOC Deployments / General Staff Support
• Serve on an incident command staff or emergency operations staff as Communications Leader
(COM-L) or Communications Technician (COM-T) on an “on-call” basis or in support of pre-
planned events. Capable of checking-in within three hours.
• Drive and put into operation Mobile EOC in a support staff role for emergency call outs or for
pre-planned events.
7. Consulting Support
• Develop technical specifications and scopes of work in accordance with technical expertise.
• Review documentation, professional input and guidance for RFP documents, bid review, design,
or similar.
8. Documentation and Training
• Develop appropriate documentation and training to designated City Staff on network,
computing, and radio systems (RIOS, Networks, Video, Radio).
D. Contract Management
1. Invoice. The Contractor shall prepare an invoice for all allowable expenses performed for assigned
task orders. The official invoice is to be submitted to the primary City project manager.
2. Subcontracting. The vendor shall be the single point of contact with the City. Any subcontracting
done by the vendor as part of this Agreement shall be done by mutual agreement. In all cases the
vendor is responsible for system design, performance and the quality of the services provided.
3. Security. In accordance with Department of Justice requirements, the vendor shall ensure that
vendor’s personnel who work on restricted systems are fingerprinted in accordance with Police
Department guidelines. The cost for fingerprinting is the sole responsibility of the vendor.
Professional Services Rev. March 31, 2015 1
SAMPLER SAMPLER SAMPLER
CITY OF PALO ALTO CONTRACT NO. SAMPLER
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this day of , ,
(“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal
corporation (“CITY”), and , a , located at ("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to (“Project”) and desires to engage a consultant to in connection with the Project (“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the
Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit “A”, attached to and made a part of this
Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions,
in this Agreement, the parties agree:
AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.)
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by
CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-
1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set
forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work
performed under an authorized Task Order and CITY may elect, but is not required, to authorize
work up to the maximum compensation amount set forth in Section 4.
Professional Services Rev. March 31, 2015 2
SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through unless
terminated earlier pursuant to Section 19 of this Agreement.
OR The term of this Agreement shall be from the date of its full execution through completion of the
services in accordance with the Schedule of Performance attached at Exhibit “B” unless
terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term
of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and
made a part of this Agreement. Any Services for which times for performance are not specified
in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall
not preclude recovery of damages for delay if the extension is required due to the fault of
CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A”, including both
payment for professional services and reimbursable expenses, shall not exceed Dollars
($ ). In the event Additional Services are authorized, the total compensation for Services,
Additional Services and reimbursable expenses shall not exceed Dollars ($ ). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions
of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any
work that is determined by CITY to be necessary for the proper completion of the Project, but
which is not included within the Scope of Services described at Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and
reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-
1”). If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in
Section 13 below. The City will generally process and pay invoices within thirty (30) days of
receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it possesses the professional and technical personnel necessary to perform the
Professional Services Rev. March 31, 2015 3
Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and
subconsultants, if permitted, have and shall maintain during the term of this Agreement all
licenses, permits, qualifications, insurance and approvals of whatever nature that are legally
required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the same or
similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any
and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY
gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of
construction of the Project. This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent
(10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to
CITY for aligning the PROJECT design with the budget, incorporate CITY approved
recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or
contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not
assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager.
Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any
assignment made without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work
Professional Services
Rev. March 31, 2015 4
to be performed under this Agreement without the prior written authorization of the city manager or designee.
Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are:
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval
of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign as the to have supervisory responsibility for the performance, progress, and execution of the Services and as the project to represent CONSULTANT during the day-to-day work
on the Project. If circumstances cause the substitution of the project director, project coordinator,
or any other key personnel for any reason, the appointment of a substitute project director and
the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are
uncooperative, or present a threat to the adequate or timely completion of the Project or a threat
to the safety of persons or property.
CITY’s project manager is , Department, Division, Palo Alto, CA 94303, Telephone: . The project manager will be CONSULTANT’s point of contact with
respect to performance, progress and execution of the Services. CITY may designate an
alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if
any, shall make any of such materials available to any individual or organization without the
prior written approval of the City Manager or designee. CONSULTANT makes no
representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work.
Professional Services
Rev. March 31, 2015 5
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement. SECTION 16. INDEMNITY.
[Option A applies to the following design professionals pursuant to Civil Code Section
2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers,
employees and agents (each an “Indemnified Party”) from and against any and all demands,
claims, or liability of any nature, including death or injury to any person, property damage or any
other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees,
agents or contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
[Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law,
CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members,
officers, employees and agents (each an “Indemnified Party”) from and against any and all
demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out
of or in any manner related to performance or nonperformance by CONSULTANT, its officers,
employees, agents or contractors under this Agreement, regardless of whether or not it is caused
in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed
to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the
active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall
not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall
survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance
or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
Professional Services
Rev. March 31, 2015 6
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in
Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement
naming CITY as an additional insured under any general liability or automobile policy or
policies. 18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the
insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of
the cancellation or modification. If the insurer cancels or modifies the insurance and provides
less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for
ensuring that current certificates evidencing the insurance are provided to CITY’s Chief
Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has
expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior
written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will
immediately discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its
performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but
only in the event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
Professional Services
Rev. March 31, 2015 7
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be
paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that
portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such
determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows: To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303 With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission,
CONSULTANT shall be required and agrees to file the appropriate financial disclosure
City of Palo Alto
Attachment D SAMPLE TABLE FORMAT
QUALIFICATIONS OF FIRM RELATIVE TO CITY’S NEEDS
Project Name
Client
Description of work performed
Total Project Cost
Percentage of work firm as responsible for
Period work was completed
Client contact information*
Did your firm meet the project schedule (Circle one) : Yes No
Give a brief statement of the firm’s adherence to the schedule and budget for the project:
Did your firm meet the project schedule (Circle one) : Yes No
Give a brief statement of the firm’s adherence to the schedule and budget for the project:
Did your firm meet the project schedule (Circle one) : Yes No
Give a brief statement of the firm’s adherence to the schedule and budget for the project:
Did your firm meet the project schedule (Circle one) : Yes No
Give a brief statement of the firm’s adherence to the schedule and budget for the project:
*Include name, title and phone number.
Attachment E
SAMPLE COST PROPOSAL FORMAT – RFP
(The City is looking for a submittal in this format – content should match cost for scope of services required)
Scope Labor Categories (e.g., Consultant, Sr. Consultant, etc.)
Est. Hours
Hourly Rate
Extended Rate
Task 1
$ $
$ $
$ $
TOTAL NOT TO EXCEED, TASK 1
$
$
Task 2
$ $
$ $
$ $
TOTAL NOT TO EXCEED, TASK 2
$
$
Task 3
$ $
$ $
$ $
TOTAL NOT TO EXCEED, TASK 3
$
$
TOTAL NOT TO EXCEED
(TASKS 1 – 3)
$
$
Attachment “F” INSURANCE REQUIREMENTS
Rev. 11/07
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH OCCURRENCE AGGREGATE
YES YES
WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY
PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000
$1,000,000 $1,000,000
$1,000,000
$1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON
- EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S
LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
Attachment “F” INSURANCE REQUIREMENTS
Rev. 11/07
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY
SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303.
Professional Services Rev. March 31, 2015 1
CITY OF PALO ALTO CONTRACT NO. C16160578
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
PUBLIC SAFETY INNOVATION INC. FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 29TH day of February, 2016,
(“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal
corporation (“CITY”), and PUBLIC SAFETY INNOVATION, INC., a California S-
corporation, located at 9910 Horn Road Suite 1, Sacramento, CA 95827 ("CONSULTANT").
RECITALS The following recitals are a substantive portion of this Agreement.
A. CITY intends to provide a critical emergency response (Command, Control, Computer, Communications) C4I system (“Project”) and desires to engage a consultant to provide the C4I
system in connection with the Project (“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit “A”, attached to and made a part of this
Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions,
in this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through completion of the
services in accordance with the Schedule of Performance attached at Exhibit “B” unless
terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term
of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and
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Professional Services Rev. March 31, 2015 2
made a part of this Agreement. Any Services for which times for performance are not specified
in this Agreement shall be commenced and completed by CONSULTANT in a reasonably
prompt and timely manner based upon the circumstances and direction communicated to the
CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of
CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A”, including both payment for professional services and reimbursable expenses, shall not exceed Fifty Thousand
Dollars per year ($50,000 per year) for a total of five years and shall not exceed Two Hundred
Fifty Thousand Dollars ($250,000). The applicable rates and schedule of payment are set out at
Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of
this Agreement.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions
of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services
performed without the prior written authorization of CITY. Additional Services shall mean any
work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-
1”). If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY.
CONSULTANT shall send all invoices to the City’s project manager at the address specified in
Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience
to perform the Services assigned to them. CONSULTANT represents that it, its employees and
subconsultants, if permitted, have and shall maintain during the term of this Agreement all
licenses, permits, qualifications, insurance and approvals of whatever nature that are legally
required to perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of
similar knowledge and skill engaged in related work throughout California under the same or
similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
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Professional Services Rev. March 31, 2015 3
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,
pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any
and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY
gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or
other design documents to construct the Project, CONSULTANT shall be obligated to correct
any and all errors, omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall survive termination of the Agreement.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to
CITY for aligning the PROJECT design with the budget, incorporate CITY approved
recommendations, and revise the design to meet the Project budget, at no additional cost to
CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or
contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not
assign or transfer any interest in this Agreement nor the performance of any of
CONSULTANT’s obligations hereunder without the prior written consent of the city manager.
Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING.
CONSULTANT shall not subcontract any portion of the work to be performed under this
Agreement without the prior written authorization of the city manager or designee.
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Chuck Schuler
as the Project Supervisor to have supervisory responsibility for the performance, progress, and
execution of the Services to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any
other key personnel for any reason, the appointment of a substitute project director and the
assignment of any key new or replacement personnel will be subject to the prior written approval
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of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove
personnel who CITY finds do not perform the Services in an acceptable manner, are
uncooperative, or present a threat to the adequate or timely completion of the Project or a threat
to the safety of persons or property.
CITY’s project manager is Nathan Rainey, Office of Emergency Services, 250 Hamilton
Avenue, Palo Alto, CA 94303, Telephone: (650)617-3197. The project manager will be
CONSULTANT’s point of contact with respect to performance, progress and execution of the
Services. CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if
any, shall make any of such materials available to any individual or organization without the
prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not
contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect,
indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability
of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court
costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to
performance or nonperformance by CONSULTANT, its officers, employees, agents or
contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed
to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the
active negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall
not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall
survive the expiration or early termination of this Agreement.
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SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance
or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in
Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement
naming CITY as an additional insured under any general liability or automobile policy or
policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the
approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the
insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of
the cancellation or modification. If the insurer cancels or modifies the insurance and provides
less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the
Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for
ensuring that current certificates evidencing the insurance are provided to CITY’s Chief
Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement,
including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior
written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will
immediately discontinue its performance of the Services.
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19.2. CONSULTANT may terminate this Agreement or suspend its
performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but
only in the event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be
paid for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that
portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such
determination may be made by the City Manager acting in the reasonable exercise of his/her
discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25.
19.5. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the project director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest.
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CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
as that term is defined by the Regulations of the Fair Political Practices Commission,
CONSULTANT shall be required and agrees to file the appropriate financial disclosure
documents required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person because of the race, skin color, gender, age,
religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read
and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to
Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all
requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department,
incorporated by reference and may be amended from time to time. CONSULTANT shall comply
with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall
comply with the following zero waste requirements:
• All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and
printed on a minimum of 30% or greater post-consumer content paper, unless
otherwise approved by CITY’s Project Manager. Any submitted materials printed
by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks.
• Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office.
• Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide
documentation from the facility accepting the pallets to verify that pallets are not
being disposed. SECTION 24. NON-APPROPRIATION
24.1. This Agreement is subject to the fiscal provisions of the Charter of the
City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any
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penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the
following fiscal year, or (b) at any time within a fiscal year in the event that funds are only
appropriated for a portion of the fiscal year and funds for this Agreement are no longer available.
This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 25. MISCELLANEOUS PROVISIONS.
25.1. This Agreement will be governed by the laws of the State of California.
25.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
25.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.
25.4. This document represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written instrument, which is signed by the parties.
25.5. The covenants, terms, conditions and provisions of this Agreement will
apply to, and will bind, the heirs, successors, executors, administrators, assignees, and
consultants of the parties.
25.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
25.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in
any duly executed amendment hereto are by such reference incorporated in this Agreement and
will be deemed to be a part of this Agreement.
25.8 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable
and appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent.
25.9 All unchecked boxes do not apply to this agreement.
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25.10 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
25.11 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
Senior Deputy City Attorney
PUBLIC SAFETY INNOVATION, INC.
By:___________________________
Name:_________________________
Title:________________________
Attachments:
EXHIBIT “A”: SCOPE OF WORK EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION
EXHIBIT “C-1”: SCHEDULE OF RATES
EXHIBIT “D”: INSURANCE REQUIREMENTS
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President / CEO
Chuck Schuler
Professional Services
Rev. March 31, 2015
EXHIBIT “A” SCOPE OF SERVICES
The major categories of work are divided into the tasks below. All work requested via task
orders issued by OES will fall within one or more of these requirements. Deliverables will be
defined through task orders on an ad hoc basis.
Task 1. Program and Systems Assessment. Contractor will complete an assessment of current
systems, capabilities, and status within 30 days of contract start date in conjunction with Office
of Emergency Services Staff.
Task 2. Systems Engineering. Contractor will assist OES in developing designs and plans for communications capabilities: radio, antenna, network, software, equipment for the Emergency
Operations Center & mobile and portable platforms.
Task 3. Network Administration. (Technical Services)
a. Contractor will conduct routine maintenance of Sytech client and server software when requested requested by City.
b. Contractor will work with Palo Alto Police Department Technical Services Division to
establish and maintain network connections, VPN, and other secure data feeds.
c. Contractor will work with Palo Alto Police Department Technical Services Division and
Information Technology Department to establish and maintain hardware and software servers and clients. This includes servers, computers, smart phones, and other devices that may be in use
by the City of Palo Alto.
d. Contractor will support public safety deployments of fixed and portable camera, sensor and
video systems.
Task 4. Radio Installation, Maintenance, Programming a. Engineer and design interoperability systems for radio installations and antenna
configurations.
b. Program, configure and test radios or radio interoperability systems.
c. Install, mount and modify radios or radio interoperability systems. 5. Vehicle Installations a. Contractor will install emergency vehicle equipment applications such as computer mobile
data installations, light bars, warning controllers, strobe accessories, push bumpers, etc.
b. Contractor will install / upgrade / maintain high-current DC electronics, power management, solar and other alternative energy generation systems in command vehicles mentioned in RFP.
6. EOC Deployments / General Staff Support
a. Consultant will serve on an incident command staff or emergency operations staff as
Communications Leader (COM-L) or Communications Technician (COM-T) on an “on-call” basis or in support of pre-planned events. Capable of checking-in within three hours.
b. Consultant will drive and put into operation Mobile EOC in a support staff role for emergency
call outs or for pre-planned events.
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7. Consulting Support a. Consultant will, upon request, develop technical specifications and scopes of work in
accordance with technical expertise.
b. Consultant will, upon request, review documentation, professional input and guidance for RFP documents, bid review, design, or similar.
8. Documentation and Training
a. Consultant will develop appropriate documentation and training to designated City Staff on
network, computing, and radio systems (RIOS, Networks, Video, Radio).
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EXHIBIT “B” SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or
decreased by mutual written agreement of the project managers for CONSULTANT and CITY
so long as all work is completed within the term of the Agreement. CONSULTANT shall
provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt
of the notice to proceed.
Milestones Completion
No. of Days/Weeks
From NTP
Task 1. Program and Systems Assessment 30 DAYS Task 2. Systems Engineering ON-CALL
Task 3. Network Administration (Technical Services) ON-CALL Task 4. Radio Installation, Maintenance, Programming ON-CALL .
5. Vehicle Installations ON - CALL
6. EOC Deployments / General Staff Support ON-CALL
7. Consulting Support ON-CALL
8. Documentation and Training ON-CALL
.
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16
EXHIBIT “C” COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed
in accordance with the terms and conditions of this Agreement based on the hourly rate
schedule attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all services
described in Exhibit “A” (“Services”) and reimbursable expenses shall not exceed $50,000
per year for a total not to exceed amount of $250,000. CONSULTANT agrees to complete
all Services, including reimbursable expenses, within this amount. Any work performed
or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are
included within the scope of payment for services and are not reimbursable expenses.
CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost.
Expenses for which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be
reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of
travel and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup
information. Any expense anticipated to be more than $100 shall be approved in advance
by the CITY’s project manager.
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EXHIBIT “C-1” HOURLY RATE SCHEDULE
Installation Engineer $85 / hour
Technical Services $128 / hour Deployments $128 / hour
Travel Time $64 / hour
Reimbursable Expenses $140 / per provider / day Consultation / Engineering Services $250 / hour
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EXHIBIT “D” INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRE
D TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000 $1,000,000
$1,000,000
$1,000,000 $1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000
PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
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THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER,
BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-
PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303
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