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HomeMy WebLinkAboutCounty of Mendocino 2023-07-011 Updated 6/6/20235/25/2023 COUNTY OF MENDOCINO SERVICE LEVEL AGREEMENT This Agreement is by and between the MENDOCINO COUNTY EXECUTIVE OFFICE, INFORMATION TECHNOLOGY, hereinafter referred to as the “COUNTY IT”, and CITY OF UKIAH POLICE DEPARTMENT (UPD), hereinafter referred to as the “CUSTOMER”. WITNESSETH WHEREAS, CUSTOMER desires to obtain COUNTY IT for its professional assistance and support with regard to the technical support activities of the Mendocino COUNTY IT; and, WHEREAS, COUNTY IT is willing to provide such services on the terms and conditions set forth in this AGREEMENT and is willing to provide same to CUSTOMER. NOW, THEREFORE it is agreed that CUSTOMER does hereby retain COUNTY IT to provide the services described in Exhibit “A”, and COUNTY IT 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 Definition of Services Exhibit B Payment Terms The term of this Agreement shall be from July 1, 2023, and shall continue through June 30, 2024 COU No. 2223-216 2 IN WITNESS WHEREOF DEPARTMENT FISCAL REVIEW: ___________________________________ DEPARTMENT HEAD DATE Budgeted: Yes No Budget Unit: 1960 Line Item: 826392 Grant: Yes No Grant No.: N/A CONTRACTOR/COMPANY NAME By: Date:_____________________________ NAME AND ADDRESS OF CONTRACTOR: City of Ukiah, Ukiah Police Department 300 Seminary Avenue Ukiah, CA 95482 INSURANCE REVIEW: By: ______________________________ Risk Management Date:______________________________ By signing above, signatory warrants and represents that he/she executed this Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she, or the entity upon behalf of which he/she acted, executed this Agreement EXECUTIVE OFFICE/FISCAL REVIEW: By: _________________________________ Deputy CEO or Designee Date:_______________________________ COUNTY COUNSEL REVIEW: APPROVED AS TO FORM: CHRISTIAN M. CURTIS, County Counsel By:________________________________ Deputy Date:_____________________________ 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: ________________________ Jun 21, 2023 3 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 IT is an Independent Contractor. COUNTY IT is not the agent or employee of the CUSTOMER in any capacity whatsoever and CUSTOMER shall not be liable for any acts or omissions by COUNTY IT nor for any obligations or liabilities incurred by COUNTY IT. 2. WORKERS’ COMPENSATION: Each party shall be responsible for providing its own Worker’s Compensation insurance. 3. CONFORMITY WITH LAW AND SAFETY: a. In performing services under this Agreement, COUNTY IT 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. COUNTY IT shall indemnify and hold CUSTOMER harmless from any and all liability, fines, penalties, and consequences from any of COUNTY IT’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 while at or in transit to CUSTOMER’s location, COUNTY IT shall immediately notify CUSTOMER’s Risk Manager's Office by telephone. COUNTY IT shall promptly submit to CUSTOMER a written report, in such form as may be required by CUSTOMER 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 COUNTY IT's liability insurance carrier; and (4) a detailed description of the accident and whether any of CUSTOMER's equipment, tools, material, or staff were involved. c. COUNTY IT 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 CUSTOMER the opportunity to review and inspect such evidence, including the scene of the accident. 4. PAYMENT: For services performed in accordance with this Agreement, payment shall be made to COUNTY IT as provided in Exhibit “B” hereto as funding permits. 4 If CUSTOMER overpays COUNTY IT for any reason, COUNTY IT agrees to return the amount of such overpayment to CUSTOMER, or at CUSTOMER’s option, permit CUSTOMER to offset the amount of such overpayment against future payments owed to COUNTY IT under this Agreement or any other agreement. 5. TAXES: Payment of all applicable federal, state, and local taxes shall be the sole responsibility of CUSTOMER. 6. THIRD PARTY LICENSES: If contemplated in Exhibit A of this agreement, COUNTY IT 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. CUSTOMER agrees to adhere to and be bound by such licensing terms. COUNTY IT 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. 7. 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 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. 5 Addresses for purpose of giving notice are as follows: To COUNTY IT: MENDOCINO COUNTY EXECUTIVE OFFICE INFORMATION TECHNOLOGY DIVISION 501 Low Gap Road, Room 1440 Ukiah, CA 95482 Attn: Administration To CUSTOMER: 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. 8. USE OF CUSTOMER PROPERTY: COUNTY IT shall not use CUSTOMER property (including equipment, instruments, and supplies) or personnel for any purpose other than in the performance of his/her obligations under this Agreement. 9. 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 mutilate said books, records, accounts, and data in any manner whatsoever for four (4) years after the CUSTOMER makes the final or last payment or within four (4) years after any pending issues between the CUSTOMER and COUNTY IT with respect to this Agreement are closed, whichever is later. 10. 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. 6 11. TERMINATION: CUSTOMER has and reserves the right to suspend, terminate or abandon the execution of any work by the COUNTY IT without cause at any time upon giving to the COUNTY IT prior 30 day written notice. COUNTY IT has and reserves the right to suspend, terminate or abandon the execution of any work for CUSTOMER without cause at any time upon giving to CUSTOMER prior 30 day written notice. In the event this Agreement is terminated prior to June 30, 2024, COUNTY IT shall be paid on a prorated basis for only that portion of the Agreement term during which COUNTY IT provided services pursuant to this Agreement. 12. NON APPROPRIATION: If CUSTOMER 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, CUSTOMER may unilaterally terminate this Agreement only upon ninety (90) days written notice to COUNTY IT. Upon termination, CUSTOMER shall remit payment for all products and services delivered to CUSTOMER and all expenses incurred by COUNTY IT prior to COUNTY IT’s receipt of the termination notice. 13. 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. 14. VENUE: All lawsuits relating to this contract must be filed in Mendocino County Superior Court, Mendocino County, California. 15. 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. 16. ENTIRE AGREEMENT: This Agreement, including all attachments, exhibits, and any other documents specifically incorporated into this Agreement, shall constitute the entire agreement between CUSTOMER and COUNTY IT 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 7 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. 17. HEADINGS: Herein are for convenience of reference only and shall in no way affect interpretation of this Agreement. 18. 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. 19. ASSURANCE OF PERFORMANCE: If at any time the CUSTOMER has good objective cause to believe COUNTY IT may not be adequately performing its obligations under this Agreement or that COUNTY IT may fail to complete the Services as required by this Agreement, CUSTOMER may request from COUNTY IT prompt written assurances of performance and a written plan acceptable to CUSTOMER, to correct the observed deficiencies in COUNTY IT IT’s performance. COUNTY IT shall provide such written assurances and written plan within thirty (30) calendar days of its receipt of CUSTOMER’s request and shall thereafter diligently commence and fully perform such written plan. COUNTY IT 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. 20. SUBCONTRACTING/ASSIGNMENT: COUNTY IT shall not subcontract, assign, or delegate any portion of this Agreement or any duties or obligations hereunder without the CUSTOMER’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). 21. 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. 22. 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. 8 23. INTELLECTUAL PROPERTY WARRANTY: During the course of this AGREEMENT, COUNTY IT may access CUSTOMER’s computers or other electronic devices for the purposes of providing the services contemplated in Exhibit A or any amendment or addendum thereto. CUSTOMER 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 CUSTOMER’s ordinary operation of the devices and all maintenance or other services COUNTY IT performs pursuant to this agreement. In the event COUNTY IT is subject to any claim, lawsuit, or demand by a third party related to such software or other intellectual property, CUSTOMER shall assume the defense of, indemnify and defend hold harmless COUNTY IT, its officers, agents and employees, pursuant to Paragraph 2 of this Agreementfrom and against any such claim, lawsuit or demand and any damages, costs, liabilities and losses whatsoever alleged. 24. 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. 25. COOPERATION: COUNTY IT and CUSTOMER shall cooperate in the performance of all work hereunder. [END OF GENERAL TERMS AND CONDITIONS] 9 EXHIBIT A DEFINITION OF SERVICES A. Inclusions – COUNTY IT will provide: 1. Microwave and Radio systems support with the following contact information and response times a. Primary IT Contact Information for Support  Administration Phone: (707) 234-6348  Service Desk Phone: (707) 234-6000  Email: InformationTechnology@mendocinocounty.org b. COUNTY IT agrees to provide emergency response to any calls for service to the Mission Critical Public Safety radio infrastructure, including dispatch and remote repeater sites, within two (2) hours of notification including nights, weekends, and holidays. All other non- mission critical equipment will be serviced within twenty-four (24) hours of notification of malfunction. c. COUNTY IT 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. d. Exceptions to this response time would be only in cases of extreme weather, fire, or other such events rendering remote sites to be inaccessible by vehicle. In the event a remote site or sites are inaccessible to perform service / repairs, COUNTY IT will work with CUSTOMER to utilize backup systems as needed until repairs can be completed 2. Microwave and Radio systems support and maintenance a. COUNTY IT’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 regarding the CUSTOMER’s VHF Radio Communications Systems. b. COUNTY IT will provide technical engineering and labor required, CUSTOMER will provide all replacement component parts, which may be necessitated because of routine maintenance or normal service failure. This includes all parts and labor for any incidental 10 and emergency repairs required on listed equipment. This is regarding the CUSTOMER’s VHF Radio Communications Systems. c. At least twice each year, COUNTY IT 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 regarding the CUSTOMER’s VHF Radio Communications Systems. d. COUNTY IT 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 CUSTOMER shall be kept current by CUSTOMER with assistance of COUNTY IT as needed. e. COUNTY IT 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. f. COUNTY IT 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. g. All Dispatch, Control, Base, Remote and Repeater sites listed as covered equipment in Exhibit B. h. Mobile equipment maintenance can be performed by COUNTY IT at sites agreed upon by COUNTY IT and CUSTOMER. i. All portable hand-held equipment can be delivered to COUNTY IT’s principle business site for maintenance (501 Low Gap Road, Suite 1440) or COUNTY IT can pick up equipment at CUSTOMER Dispatch at COUNTY IT’s convenience. j. COUNTY IT 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. k. COUNTY IT agrees to maintain those items listed in Exhibit B for CUSTOMER 11 l. COUNTY IT can provide additional consultation, engineering or other radio and communications related services as needed on a time and materials basis. B. Exclusions – COUNTY IT will NOT provide: 1. Maintenance of any towers, portable antennas, batteries, and mobile antennas unless such work is listed in the attached documentation. 2. The following items are no longer supported by the manufacturer and COUNTY IT does not maintain spare parts for. CUSTOMER may need to secure spare parts if a quick turn-around time is required in the event of a part failure.  R1225 Base Stations, (Schls, FD, PW)  R1225 Tone Remote adaptors  Carlson Comm IDU-T1-E1  Carlson Comm IDU-T1-E1 3. Repairs to covered equipment for other than normal use or repairs occasioned by wrecking of a vehicle, physical mistreatment, equipment destruction, accidental damage, water/liquid intrusion, and tampering or service by unauthorized personnel not employed by the COUNTY IT. [END OF DEFINITION OF SERVICES] 12 EXHIBIT B PAYMENT TERMS Within 30 days following each month, COUNTY IT shall submit to CUSTOMER an invoice detailing the COUNTY IT hours spent performing technical support as specified in this Agreement for which reimbursement is sought. Based on the expenses identified in the invoice, CUSTOMER shall remit payment within thirty (30) days, following acceptance of cost report/invoice. COUNTY IT and CUSTOMER will exercise due diligence in resolving any questions that may arise regarding services and/or billings. CUSTOMER shall not be charged for operational mistakes and errors unless the errors clearly originated in CUSTOMER. COUNTY IT shall bill CUSTOMER for direct costs of any equipment purchases including but not limited to 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) CUSTOMER Radio Vault $40.00 $40.00 1 ea. MTR2000 Repeater (Fire Command) CUSTOMER Radio Vault $40.00 $40.00 1 ea. MTR2000 Base Station (PD Control) CUSTOMER Radio Vault $40.00 $40.00 3 ea. MTR2000 Voting Receiver CUSTOMER Radio Vault / MCSO Radio Vault / Airport $20.00 $60.00 1 ea. XTL5000 Base Station Console CUSTOMER Radio Vault $20.00 $20.00 1 ea. Tele wave Master Receive Dist.Filter/Ant System CUSTOMER Radio Vault $10.00 $10.00 2 ea. Telewave Master Transmit Combining/Ant System CUSTOMER 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 CUSTOMER 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. Charles Ind T1 MUX Shelf, Controller, 12 Chan Spanish Mtn $20.00 $20.00 1 ea. Charles Ind T1 MUX Shelf, Controller, 12 Chan CUSTOMER Radio Vault $20.00 $20.00 Monthly Total $410.00 13 COUNTY IT will receive payment for all technical support to be charged at fully weighted County cost and billed monthly along with any associated materials according to the Technical Services and Support rates listed below: MENDOCINO COUNTY INFORMATION TECHNOLOGY TECHNICAL SERVICES AND SUPPORT STANDARD RATES SUPPORT COSTS RATE UNIT OF COST SUPPORT COSTS RATE UNIT OF COST ADMINISTRATIVE ASSISTANT $49.64 – $60.33 PER HOUR APPLICATIONS DEVEL/ANALYST $80.13 – $112.68 PER HOUR BUSINESS SYSTEMS ANALYST $84.14 – $117.62 PER HOUR COMMUNICATIONS COORDINATOR $92.69 – $112.68 PER HOUR COMMUNICATIONS TECHNICIAN $72.66 – $88.33 PER HOUR GIS COORDINATOR $88.40 – $107.44 PER HOUR GIS TECHNICIAN $72.66 – $88.33 PER HOUR IS SPECIALIST $71.33 – $86.70 PER HOUR IS TECHNICIAN $58.68 – $86.70 PER HOUR NETWORK SYSTEMS ANALYST $83.37 – $117.20 PER HOUR TRAVEL COSTS RATE UNIT OF COST MILEAGE (IRS MILEAGE RATE) $0.655 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 as necessary. a. Weighted average salary rates include 5% management administration overhead. 2. 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. For responding staff not on-call, the minimum call out will equal three (3) hours. 3. Mileage rate is based on the Internal Revenue Service standard mileage rates and mileage calculations are based on travel from 501 Low Gap, Ukiah and returning to same address. [END OF PAYMENT TERMS]