HomeMy WebLinkAboutMendocino County Executive Office - Information Services Division 2019-07-01 (2)COUNTY OF MENDOCINO
STANDARD SERVICES AGREEMENT
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COU No. 14..10 1a1
This Agreement is by and between the MENDOCINO COUNTY EXECUTIVE OFFICE,
INFORMATION SERVICES DIVISION, hereinafter referred to as the "COUNTY", and
CITY OF UKIAH POLICE DEPARTMENT, hereinafter referred to as the "UPD".
WITNESSETH
WHEREAS, UPD desires to obtain COUNTY for its professional assistance and support
with regard to the technical support activities of the Mendocino County Executive Office,
Information Services Division; and,
WHEREAS, COUNTY is willing to provide such services on the terms and conditions set
forth in this AGREEMENT and is willing to provide same to UPD.
NOW, THEREFORE it is agreed that UPD does hereby retain COUNTY to provide the
services described in Exhibit "A", and COUNTY accepts such engagement, on the
General Terms and Conditions hereinafter specified in this Agreement, the Additional
Provisions attached hereto, and the following described exhibits, all of which are
incorporated into this Agreement by this reference:
Exhibit A
Exhibit B
Definition of Services
Payment Terms
The term of this Agreement shall be from July 1, 2019, and shall continue through June
30, 2020.
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Updated 6/27/2019
IN WITNESS WHEREOF
NT FYS'RAL REVIEW: CONTRACTOR/COMPANY NAME
DEPARTMENT HEAD DATE
Budgeted: ® Yes ❑ No
Budget Unit: 1960
Line Item: 826392
Grant: ❑ Yes ® No
Grant No.: N/A
NAME AND ADDRESS OF CONTRACTOR:
City of Ukiah, Police Department
300 Seminary Avenue
Ukiah, CA 95482
INSURANCE REV! W: n �; By signing above, signatory warrants and
-8 l!--- represents that he/she executed this Agreement
in his/her authorized capacity and that by his/her
By: (/ signature on this Agreement, he/she or the entity
Risk Management upon behalf of which he/she acted, executed this
Agreement
Date: (a
COUNTY COUNSEL REVIEW:
EXECUTIVE OFFICE/FISCAL REVIEW:
APPROVED AS TO FORM:
. T
By:. KATHARINE L. ELLIOTT,
Deputy CEO County Counsel
Date:
By:
Deputy
Date:
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Signatory Authority: $0-25,000 Department; $25,001- 50,000 Purchasing Agent, $50,001+ Board of Supervisors
Exception to Bid Process Required/Completed ❑
Mendocino County Business License: Valid ❑
Exempt Pursuant to MCC Section:
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GENERAL TERMS AND CONDITIONS
1 INDEPENDENT CONTRACTOR: No relationship of employer and employee is
created by this Agreement; it being understood and agreed that COUNTY is an
Independent Contractor. COUNTY is not the agent or employee of the UPD in any
capacity whatsoever and UPD shall not be liable for any acts or omissions by
COUNTY nor for any obligations or liabilities incurred by COUNTY.
2. INDEMNIFICATION: To the furthest extent permitted by law (including without
limitation California Civil Code sections 2782 and 2782.8, if applicable), UPD shall
assume the defense of, indemnify, and hold harmless the COUNTY, its officers,
agents, and employees, from and against any and all claims, demands, damages,
costs, liabilities, and losses whatsoever alleged to be occurring or resulting in
connection with the performance or obligations under this AGREEMENT, unless
arising out of the sole negligence or willful misconduct of COUNTY.
3. WORKERS' COMPENSATION: Each party shall be responsible for providing its
own Worker's Compensation insurance.
4. CONFORMITY WITH LAW AND SAFETY:
a. In performing services under this Agreement, UPD shall observe and
comply with all applicable laws, ordinances, codes and regulations of
governmental agencies, including federal, state, municipal, and local
governing bodies, having jurisdiction over the scope of services, including
all applicable provisions of the California Occupational Safety and Health
Act. UPD shall indemnify and hold COUNTY harmless from any and all
liability, fines, penalties and consequences from any of UPD's failures to
comply with such laws, ordinances, codes and regulations.
b. Accidents: If a death, serious personal injury or substantial property
damage occurs in connection with performance of this Agreement, UPD
shall immediately notify Mendocino County Risk Manager's Office by
telephone. UPD shall promptly submit to COUNTY a written report, in such
form as may be required by COUNTY of all accidents which occur in
connection with this Agreement. This report must include the following
information: (1) name and address of the injured or deceased person(s); (2)
name and address of involved sub -contractor, if any; (3) name and address
of UPD's liability insurance carrier; and (4) a detailed description of the
accident and whether any of COUNTY's equipment, tools, material, or staff
were involved.
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c. UPD further agrees to take all reasonable steps to preserve all physical
evidence and information which may be relevant to the circumstances
surrounding a potential claim, while maintaining public safety, and to grant
to the COUNTY the opportunity to review and inspect such evidence,
including the scene of the accident.
5. PAYMENT: For services performed in accordance with this Agreement, payment
shall be made to COUNTY as provided in Exhibit "B" hereto as funding permits.
If UPD over pays COUNTY for any reason, COUNTY agrees to return the amount
of such overpayment to UPD, or at UPD's option, permit UPD to offset the amount
of such overpayment against future payments owed to COUNTY' under this
Agreement or any other agreement.
6. TAXES: Payment of all applicable federal, state, and local taxes shall be the sole
responsibility of UPD.
7 THIRD PARTY LICENSES: If contemplated in Attachment A of this agreement,
COUNTY may provide copies, licenses, sublicenses, or other right to computer
software at the rate for reimbursement so provided. Such software is subject to all
terms, conditions and other restrictions under which it may be licensed by its
author, vendor, or other licensor. UPD agrees to adhere to and be bound by such
licensing terms. COUNTY is not the manufacturer of any such software, and
provides no warranties or representations, including but not limited to any warranty
as to fitness for any particular purpose.
8. NOTICES: All notices, requests, demands, or other communications under this
Agreement shall be in writing. Notices shall be given for all purposes as follows:
Personal delivery: When personally delivered to the recipient, notices are effective
on delivery.
First Class Mail: When mailed first class to the last address of the recipient known
to the party giving notice, notice is effective three (3) mail delivery days after
deposit in a United States Postal Service office or mailbox. Certified Mail: When
mailed certified mail, return receipt requested, notice is effective on receipt, if
delivery is confirmed by a return receipt.
Overnight Delivery: When delivered by overnight delivery (Federal
Express/Airborne/United Parcel Service/DHL WorldWide Express) with charges
prepaid or charged to the sender's account, notice is effective on delivery, if
delivery is confirmed by the delivery service.
Facsimile transmission: When sent by facsimile to the facsimile number of the
recipient known to the party giving notice, notice is effective on receipt, provided
that, (a) a duplicate copy of the notice is promptly given by first-class or certified
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mail or by overnight delivery, or (b) the receiving party delivers a written
confirmation of receipt. Any notice given facsimile shall be deemed received on
the next business day if it is received after 5:00 p.m. (recipient's time) or on a non-
business day.
Addresses for purpose of giving notice are as follows:
To COUNTY:
To UPD:
MENDOCINO COUNTY EXECUTIVE OFFICE
INFORMATION SERVICES DIVISION
501 Low Gap Road, Room 1440
Ukiah, CA 95482
Attn: Cody Snider
City of Ukiah, Police Department
300 Seminary Avenue
Ukiah, CA 95482
ATTN: Administration
Any correctly addressed notice that is refused, unclaimed, or undeliverable
because of an act or omission of the party to be notified shall be deemed effective
as of the first date that said notice was refused, unclaimed, or deemed
undeliverable by the postal authorities, messenger, or overnight delivery service.
Any party may change its address or facsimile number by giving the other party
notice of the change in any manner permitted by this Agreement.
9. USE OF COUNTY PROPERTY: UPD shall not use County property (including
equipment, instruments and supplies) or personnel for any purpose other than in
the performance of his/her obligations under this Agreement.
10. COMPLIANCE WITH LICENSING REQUIREMENTS: UPD shall comply with all
necessary licensing requirements and shall obtain appropriate licenses and
display the same in a location that is reasonably conspicuous, as well as file copies
of same with the County Executive Office.
11. AUDITS; ACCESS TO RECORDS: Each party shall make available to the other,
its authorized agents, officers, or employees, for examination any and all ledgers,
books of accounts, invoices, vouchers, cancelled checks, and other records or
documents evidencing or relating to the expenditures and disbursements charged
in connection with this agreement.
Each party shall maintain full and adequate records to show the actual costs incurred
by in the performance of this Agreement. Each party further reserves the right to
examine and reexamine said books, records and data during the four (4) year period
following termination of this Agreement or completion of all work hereunder, as
evidenced in writing, and each party shall in no event dispose of, destroy, alter, or
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mutilate said books, records, accounts, and data in any manner whatsoever for four
(4) years after the UPD makes the final or last payment or within four (4) years after
any pending issues between the UPD and COUNTY with respect to this Agreement
are closed, whichever is later.
12. TIME OF ESSENCE: Time is of the essence in respect to all provisions of this
Agreement that specify a time for performance; provided, however, that the
foregoing shall not be construed to limit or deprive a party of the benefits of any
grace or use period allowed in this Agreement.
13. TERMINATION: The COUNTY has and reserves the right to suspend, terminate
or abandon the execution of any work by without cause at any time upon giving to
UPD notice. Such notice shall be in writing and may be issued by any county officer
authorized to execute or amend the contract, the County Chief Executive Officer,
or any other person designated by the County Board of Supervisors. In the event
of termination, the COUNTY shall be entitled to payment for services provided
hereunder prior to the effective date of said suspension, termination or
abandonment. Said payment shall be computed in accordance with Exhibit B
hereto, provided that the maximum amount payable to COUNTY for its
professional assistance and support with regard to the technical support activities
of the Mendocino County Executive Office, Information Services Division shall not
exceed payment for services provided hereunder prior to the effective date of said
suspension, termination or abandonment or lack of funding.
14. NON APPROPRIATION: If UPD should not appropriate or otherwise make
available funds sufficient to purchase, lease, operate or maintain the products set
forth in this Agreement, or other means of performing the same functions of such
products, UPD may unilaterally terminate this Agreement only upon thirty (30) days
written notice to COUNTY. Upon termination, UPD shall remit payment for all
products and services delivered to UPD and all expenses incurred by COUNTY
prior to COUNTY'S receipt of the termination notice.
15. CHOICE OF LAW: This Agreement, and any dispute arising from the relationship
between the parties to this Agreement, shall be governed by the laws of the State
of California, excluding any laws that direct the application of another jurisdiction's
laws.
16. VENUE: All lawsuits relating to this contract must be filed in Mendocino County
Superior Court, Mendocino County, California.
17. WAIVER: No waiver of a breach, failure of any condition, or any right or remedy
contained in or granted by the provisions of this Agreement shall be effective
unless it is in writing and signed by the party waiving the breach, failure, right or
remedy. No waiver of any breach, failure, right or remedy shall be deemed a waiver
of any other breach, failure, right or remedy, whether or not similar, nor shall any
waiver constitute a continuing waiver unless the writing so specifies.
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18. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and
any other documents specifically incorporated into this Agreement, shall constitute
the entire agreement between UPD and COUNTY relating to the subject matter of
this Agreement. As used herein, Agreement refers to and includes any documents
incorporated herein by reference and any exhibits or attachments. This Agreement
supersedes and merges all previous understandings, and all other agreements,
written or oral, between the parties and sets forth the entire understanding of the
parties regarding the subject matter thereof. This Agreement may not be modified
except by a written document signed by both parties. In the event of a conflict
between the body of this Agreement and any of the Exhibits, the provisions in the
body of this Agreement shall control.
19. HEADINGS: Herein are for convenience of reference only and shall in no way
affect interpretation of this Agreement.
20. MODIFICATION OF AGREEMENT: This Agreement may be supplemented,
amended or modified only by the mutual agreement of the parties. No supplement,
amendment or modification of this Agreement shall be binding unless it is in writing
and signed by authorized representatives of both parties.
21. ASSURANCE OF PERFORMANCE: If at any time the COUNTY has good
objective cause to believe UPD may not be adequately performing its obligations
under this Agreement or that UPD may fail to complete the Services as required
by this Agreement, COUNTY may request from UPD prompt written assurances
of performance and a written plan acceptable to COUNTY, to correct the observed
deficiencies in UPD's performance. UPD shall provide such written assurances
and written plan within thirty (30) calendar days of its receipt of COUNTY's request
and shall thereafter diligently commence and fully perform such written plan. UPD
acknowledges and agrees that any failure to provide such written assurances and
written plan within the required time is a material breach under this Agreement.
22. SUBCONTRACTING/ASSIGNMENT: UPD shall not subcontract, assign or
delegate any portion of this Agreement or any duties or obligations hereunder
without the COUNTY's prior written approval.
a. Neither party shall, on the basis of this Agreement, contract on behalf of or
in the name of the other party. Any agreement that violates this Section shall
confer no rights on any party and shall be null and void.
b. Only the department head or his or her designee shall have the authority to
approve subcontractor(s).
23. SURVIVAL: The obligations of this Agreement, which by their nature would
continue beyond the termination on expiration of the Agreement, including without
limitation, the obligations regarding Indemnification (Paragraph 2), shall survive
termination or expiration for two (2) years.
24. SEVERABILITY: If a court of competent jurisdiction holds any provision of this
Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason,
the validity and enforceability of the remaining provisions, or portions of them, will
not be affected, unless an essential purpose of this Agreement would be defeated
by the loss of the illegal, unenforceable, or invalid provision.
25. INTELLECTUAL PROPERTY WARRANTY: During the course of this
AGREEMENT, COUNTY may access UPD's computers or other electronic devices
for the purposes of providing the services contemplated in Attachment A or any
amendment or addendum thereto. UPD represents and warrants that it has obtained
all appropriate licenses for any software or other intellectual property on such
devices. Said licenses shall be sufficient for both UPD's ordinary operation of the
devices and all maintenance or other services COUNTY performs pursuant to this
agreement. In the event COUNTY is subject to any claim, lawsuit, or demand by a
third party related to such software or other intellectual property, UPD shall indemnify
and defend COUNTY pursuant to Paragraph 2 of this Agreement.
26. ELECTRONIC COPIES:
The parties agree that an electronic copy, including facsimile copy, email, or
scanned copy of the executed Agreement, shall be deemed, and shall have the
same legal force and effect as, an original document.
27. COOPERATION
COUNTY and UPD shall cooperate in the performance of all work hereunder.
[END OF GENERAL TERMS AND CONDITIONS]
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EXHIBIT A
1 COUNTY's maintenance personnel will inspect all equipment listed in the attached
documents, referenced as Exhibit B, at least once every 180 days, making such
repairs, adjustments and replacements of component parts as may be necessary
to maintain the equipment in normal operating condition and consistent with the
manufacturer's specifications. This is in regards to the UPD's VHF Radio
Communications Systems.
2. COUNTY will provide technical engineering and labor required, UPD will provide
all replacement component parts, which may necessitated because of routine
maintenance or normal service failure. This includes all parts and labor for any
incidental and emergency repairs required on listed equipment. This is in regards
to the UPD's VHF Radio Communications Systems.
3. At least twice each year, COUNTY shall provide the transmitter performance
measurements required by the Federal Communications Commission, consisting
of at least frequency measurement, deviation measurement and all transmitters
listed herein. This is in regards to the UPD's VHF Radio Communications
Systems.
4. COUNTY shall maintain or cause to be maintained, records of all work performed,
separately, for each item of equipment covered by this maintenance contract. FCC
license(s) held by UPD shall be kept current with assistance of COUNTY as
needed.
5. COUNTY agrees to provide fully qualified and trained personnel currently licensed
by the Federal Communications Commission or certified industry equivalent that
will perform all required services, tests and measurements and maintain required
records.
6. COUNTY further agrees to procure all necessary State and Local license and
permits, and to comply with all State and Local laws and regulations in carrying out
this contract.
7 All Dispatch, Control, Base, Remote and Repeater sites listed as covered
equipment in the attached.
8. Other locations mutually agreed upon by COUNTY and UPD shall be the sites
where mobile equipment maintenance can be performed by County.
9. All portable hand-held equipment can be delivered to COUNTY's principle
business site for maintenance (501 Low Gap Road, Suite 1440) or COUNTY can
pick up equipment at UPD Dispatch at County's convenience.
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10. COUNTY agrees to make every effort to supply all services as soon as possible
after a request is made irrespective of these two and twenty-four hour limits.
11. COUNTY agrees to provide emergency response to any calls for service to the
Mission Critical Public Safety County base, remote and repeater sites, within two
(2) hours of notification at all times, including nights, weekends and holidays.
12. Exceptions to this response time would be only in cases of extreme weather, fire,
or acts of God causing base and or remote sites to be inaccessible by vehicle. In
the event a remote site or sites are inaccessible to perform service / repairs,
COUNTY will work with UPD to utilize back up systems as needed until repairs
can be completed. All other non mission critical equipment will be serviced within
twenty-four (24) hours of notification of malfunction.
13. COUNTY warrants that all services performed hereunder shall be of the nature
and quality necessary to assure performance of the equipment in accordance with
the manufacturer's published specifications.
14. This Agreement shall not include repairs to covered equipment for other than
normal use. Not covered by this agreement are repairs occasioned by wrecking
of a vehicle, acts of God, physical mistreatment or destruction of the equipment or
its components, accidental damage, water/liquid intrusion, tampering or service by
unauthorized personnel not employed by the COUNTY.
15. Not included in this Agreement are; maintenance of any towers unless such work
is listed in the attached documentation. Also portable antennas and batteries,
mobile antennas are not included.
16. COUNTY agrees to maintain those items listed in Exhibit B for UPD
17. COUNTY can provide additional consultation, engineering or other radio and
communications related services as needed on a time and materials basis.
[END OF DEFINITION OF SERVICES]
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EXHIBIT B
PAYMENT TERMS
COUNTY will receive payment according to the Technical Services and Support rates
listed below.
Within 30 days following each month, COUNTY shall submit to UPD an invoice detailing
the COUNTY hours spent performing technical support as specified in this Agreement for
which reimbursement is sought. Based on the expenses identified in the invoice, UPD
shall remit payment within thirty (30) days, following acceptance of cost report/invoice.
COUNTY and UPD will exercise due diligence in resolving any questions that may arise
in regards to services and/or billings. UPD shall not be charged for operational mistakes
and errors unless the errors clearly originated in UPD.
COUNTY shall bill UPD for direct costs of any and all equipment purchases, not limited
to, but including the following:
QTY
DESCRIPTION
PLACE OF SVC
PER UNIT
TOTAL
1
ea
MTR3000 Repeater (PD Main)
Spanish Mountain
$40.00
$40.00
1
ea
MTR3000 Base Station (CLEMARS)
UPD Radio Vault
$40.00
$40.00
1
ea
MTR2000 Repeater (Fire Command)
MTR2000 Base Station (PD Control)
UPD Radio Vault
UPD Radio Vault
$40.00
$40.00
$40.00
$40.00
1
ea
3
ea
MTR2000 Voting Receiver
UPD Radio Vault
MCSO Radio Vault
Airport
$20.00
$60.00
1
ea
XTL5000 Base Station Console
UPD Radio Vault
$20.00
$20.00
3
ea
R1225 Base Stations, (Schls, FD, PW)
UPD Radio Vault
$20.00
$60.00
3
ea
R1225 Tone Remote adaptors
UPD Radio Vault
$5.00
$15.00
1
ea
Telewave Master Receive
Dist.Filter/Ant Syst
UPD Radio Vault
$10.00
$10.00
2
ea
Telewave Master Transmit
Combining/Ant Syst
UPD Radio Vault
$10.00
$20.00
1
ea
Motorola MLC -8000 Voting
Comparator
Spanish Mtn
$20.00
$20.00
1
ea
Carlson Comm Trailblazer 4.9 MW
Spanish Mtn
$20.00
$20.00
1
ea
Carlson Comm Trailblazer 4.9 MW
UPD Radio Vault
$20.00
$20.00
1
ea
Carlson Comm Trailblazer 4.9 MW
Ukiah Airport
$20.00
$20.00
1
ea
Carlson Comm Trailblazer 4.9 MW
Spanish Mtn
$20.00
$20.00
1
ea
Carlson Comm IDU -T1 -E1
Spanish Mtn
$20.00
$20.00
1
ea
Carlson Comm IDU -T1 -E1
UPD Radio Vault
$20.00
$20.00
1
ea
Charles Ind T1 MUX Shelf, Controller,
12 Chan
Spanish Mtn
$20.00
$20.00
1
ea
Charles Ind T1 MUX Shelf, Controller,
12 Chan
UPD Radio Vault
$20.00
$20.00
Monthly Total
$525.00
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COUNTY shall bill UPD for time associated with services provided under this agreement,
based upon the following rate schedule:
MENDOCINO COUNTY EXECUTIVE OFFICE
INFORMATION SERVICES DIVISION
TECHNICAL SERVICES AND SUPPORT RATES
SUPPORT COSTS*
RATE
UNIT OF COST
Communications Coordinator
$97.86
Per Hour
Information Services Division
Manager
$114.93
Per Hour
Information Systems Technician
$55.32 — $80.82
Per Hour
Network Systems Analyst
$76.73 — $91.63
Per Hour
TRAVEL COSTS
RATE
UNIT OF COST
Mileage
$0.58
Per Mile
1 Weighted average salary rate is per hour based on the above referenced class
specifications. Weighted rates may be modified during the term of this agreement
when updates are provided by the Mendocino County Auditor's Office.
Requests for services outside of regular business hours, as identified in Exhibit A,
will be billed at the following rates:
a. Service charges will equal 1.5 times the weighted average salary rate
b. The minimum call out will equal three (3) hours
3. Mileage is based on travel from 501 Low Gap, Ukiah and returning to same
address.
[END OF PAYMENT TERMS]
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