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HomeMy WebLinkAboutItem 11i - Radio Communications Services DATE: July 20, 2021 TO: Honorable Mayor and City Council FROM: Roy Nakamura, Chief of Police By: Dr. Jennifer Brutus, Senior Management Analyst SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH DAY MANAGEMENT CORPORATION (DBA DAY WIRELESS SYSTEMS) FOR RADIO COMMUNICATIONS SERVICES Recommendation: Approve SUMMARY The City’s Professional Services Agreement (“Agreement”) with U.S. Mobile Communications, Inc. for radio communications services expired on June 30, 2021. The company merged into Day Management Corporation, but still does business as Day Wireless Systems (“Day Wireless”). It is recommended that the City Council approve, authorize, and direct the City Manager to execute a new Professional Services Agreement with Day Wireless for the period of July 1, 2021, through June 30, 2024, with the option to renew on an annual basis for a maximum of three additional one-year periods. BACKGROUND Day Wireless has been the Police Department’s (the “Department”) provider of radio communications services since 2015. For the past six years, the company has been responsible for servicing all the Department’s Motorola-brand radio communications equipment and radio service locations including three radio repeater sites within the City: the Santa Anita Ridge, the Upper Reservoir, and the “Antenna on the Spire” located at the Arcadia Police Station. Although Day Wireless’ performance has been positive over the course of the Agreement, a Request for Proposals (“RFP”) was distributed in May 2021 to ensure the best and most qualified radio communications services company is being utilized to meet the needs of the City. Given that it has been approximately six years since the City last bid the contract for radio communications services, it was appropriate to evaluate whether other radio communications services companies could provide superior service. PSA for Radio Communications Services July 20, 2021 Page 2 of 4 DISCUSSION After a two-week submission period during which a notice was published four times in the Arcadia Weekly and three vendors were sent a copy of the RFP, one proposal was received from Day Wireless on May 13, 2021. The RFP identified the need for local radio communications services to include installing, maintaining, and repairing all radio communications and electronic equipment owned and operated by the City in conformance with established rules and regulations of the Federal Communications Commission. A committee comprised of four City staff members reviewed and rated the proposal using a 100-point evaluation system. The proposal was evaluated according to thoroughness and understanding of work, related experience, references, quality of proposal, and costs. The figure below provides a summary of the analysis. Qualification Scores for Proposal for Radio Communications Services The City contacted the remaining vendors to ascertain why bids were not received. One vendor explained that they did not meet the minimum requirements of the RFP. Specifically, the vendor was only capable of supporting the Department’s Kenwood radios and not its Motorola radios (the RFP identified the need to support both). Another vendor preferred a more consistent service schedule such as one that would guarantee a set number of monthly hours/jobs. Due to the current efficiency and effectiveness of the Department’s current radio system, radio communications services are only needed on an as-needed/on-call basis. The third vendor did not respond to the request for information. Overall, the RFP revealed that Day Wireless is the most qualified and best- suited radio communications provider available for the City. The proposed Agreement with Day Wireless will cover a term of three years: July 1, 2021, through June 30, 2024, with the option to renew on an annual basis for three additional one-year periods. As a Motorola user, the City must obtain repairs at certified service centers with Motorola Elite Service Specialists (“ESS”) in order to retain product warranties. Repairs conducted by non-ESS technicians are deemed out of warranty. Day Wireless’ service center located in the City of Burbank ensures adequate response times. The company has an Electronics Technician Association Certified Service Center (“ETA-CSC”) and Certified Electronic Technicians (“CET”) with the Motorola ESS certification, which provides assurance that the City’s products will stay within warranty and the company can provide the support that the Department’s communications services demands. Company Name and Headquarters Location THOROUGHNESS & UNDERSTANDING OF SCOPE OF WORK RELATED EXPERIENCE REFERENCES PROPOSAL QUALITY SUB TOTAL COST PROPOSAL GRAND TOTAL Day Wireless Systems Burbank, CA 24.5 20 15 19.25 78.75 18.75 97.5 PSA for Radio Communications Services July 20, 2021 Page 3 of 4 Day Wireless will continue to be responsible for installing, maintaining, and repairing all radio communications and electronic equipment owned and operated by the City in conformance with established rules and regulations of the Federal Communications Commission. Day Wireless employees will also engage in troubleshooting radio communications problems and make repairs on-site and off-site on an as-needed basis. The company will ensure that service is available to the City on an as-needed and on-call basis, 24 hours a day/7 days a week. In comparison to FY 2020-21, Day Wireless is proposing an approximate 2.6% increase for all labor rates. Thus, for the next three years, the City will pay the following regular hourly billing rates with overtime calculated at a rate of time and one-half of the regular rates. The Department will utilize Day Wireless’ services on an as-needed basis, which will not exceed $80,000 per year. This amount is amount based on a service schedule of 15 hours per week (estimated to cost $65,000 per year) plus $15,000 per year for contingencies related to overtime, radio repairs, and materials. Based on past and present needs for radio communications services, the Department would like to establish an Open Purchase Order for Fiscal Year 2021-22 in the amount of $45,000; and increase the Purchase Order amount if needed, as well as in future years. Therefore, it is recommended that the City Council proceed with establishing a new Agreement with Day Wireless for radio communications services in an amount not to exceed $45,000 in the first year and up to $80,000 annually thereafter. ENVIRONMENTAL ANALYSIS The proposed action does not constitute a project under the California Environmental Quality Act (“CEQA”), based on Section 15061(b)(3) of the CEQA Guidelines, as it can be seen with certainty that it will have no impact on the environment. Thus, this matter is exempt under CEQA. Day Wireless Systems Radio Communications Position Type FY 2020-21 Regular Hourly Billing Rate FY 2021-2022 to FY 2023-24 Regular Hourly Billing Rate Y 2020-21 Overtime Hourly Billing Rate FY 2021-2022 to FY 2023-24 Overtime Hourly Billing Rate RF Technician (RF Troubleshooting) $78.00 $80.00 $117.00 $120.00 Installer (MDT/Radio Install) $78.00 $80.00 $117.00 $120.00 Tower Climber (Tower Work) $117.00 $120.00 $175.50 $180.00 Network Administrator (Networking) $78.00 $80.00 $117.00 $120.00 PSA for Radio Communications Services July 20, 2021 Page 4 of 4 FISCAL IMPACT Sufficient funds ($45,000) for the first year of the Agreement have been allocated in the FY 2021-22 Operating Budget under contract services. Future years will be budgeted as appropriate in the Police Department’s General Fund Operating Budget. RECOMMENDATION It is recommended that the City Council determine that this project is exempt under the California Environmental Quality Act (“CEQA”); and approve, authorize, and direct the City Manager to execute a Professional Services Agreement with Day Management Corporation (dba Day Wireless Systems) for Radio Communications Service. Attachment: Proposed Professional Services Agreement 1 CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT REGARDING RADIO COMMUNICATIONS SERVICES This Agreement is made and entered into as of ____ day of _________, 2021 by and between the City of Arcadia, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 240 West Huntington Drive, Arcadia, California 91066 (“City”), and Day Management Corporation, an S-Corporation with its principal place of business at 1801 West Burbank Boulevard, Burbank, CA 91506 (hereinafter referred to as “Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement. RECITALS A. City is a public agency of the State of California and is in need of professional services for the following project: Radio Communications Services (hereinafter referred to as “the Project”). B. Consultant is duly licensed and has the necessary qualifications to provide such services. C. The Parties desire by this Agreement to establish the terms for City to retain Consultant to provide the services described herein. AGREEMENT NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 1. Services. Consultant shall provide the City with the services described in the Scope of Services attached hereto as Exhibit “A.” 2. Compensation. a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit “B”. b. In no event shall the total amount paid for services rendered by Consultant under this Agreement exceed the sum of $80,000 per Fiscal Year, in accordance with the rates and specifications set forth in Exhibit “C”. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice which includes a detailed description of the work performed. Payments to Consultant for work performed will be made on a monthly billing basis. 3. Additional Work. If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or 2 the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement. 4. Maintenance of Records. Books, documents, papers, accounting records, and other evidence pertaining to costs incurred shall be maintained by Consultant and made available at all reasonable times during the contract period and for four (4) years from the date of final payment under the contract for inspection by City. 5. Term. The term of this Agreement shall be from July 1, 2021, through June 30, 2024, unless earlier terminated as provided herein. The term of this Agreement may be extended by mutual agreement of the Parties on a year-by-year basis for a maximum of three (3) one (1) year additional terms. If such option is exercised, the terms and conditions quoted herein (with the exception of pricing) are to remain firm for the term extension(s) of this Agreement. Ang adjustments to pricing shall be agreed to by the Parties in writing prior to the commencement of any term extension(s). Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed (“Notice to Proceed”). The Notice to Proceed shall set forth the date of commencement of work. 6. Delays in Performance. a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement, such circumstances include but are not limited to, abnormal weather conditions; floods; earthquakes; fire; epidemics; war; riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint. b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made to resume performance of this Agreement. 7. Compliance with Law. a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement. 3 8. Standard of Care Consultant’s services will be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions. 9. Assignment and Subconsultant Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates, and subconsultants as Consultant may deem appropriate to assist in the performance of services hereunder. 10. Independent Contractor Consultant is retained as an independent contractor and is not an employee of City. No employee or agent of Consultant shall become an employee of City. The work to be performed shall be in accordance with the work described in this Agreement, subject to such directions and amendments from City as herein provided. 11. Insurance. Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability (i) The Consultant shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Personal Injury/Advertising Injury (3) Premises/Operations Liability (4) Products/Completed Operations Liability (5) Aggregate Limits that Apply per Project (6) Explosion, Collapse and Underground (UCX) exclusion deleted (7) Contractual Liability with respect to this Agreement (8) Property Damage 4 (9) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability (i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City. (ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto). (iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention. c. Workers’ Compensation/Employer’s Liability (i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. d. Professional Liability (Errors and Omissions) 5 At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Consultant. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. e. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property damage Automobile Liability $1,000,000 per occurrence for bodily injury and property damage Employer’s Liability $1,000,000 per occurrence Professional Liability $1,000,000 per claim and aggregate (errors and omissions) (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. g. Policy Provisions Required (i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term 6 of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss. (iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants. (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law. h. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. i. Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. 7 (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement. (iii) The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Project. (iv) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. j. Subconsultant Insurance Requirements. Consultant shall not allow any subcontractors or subconsultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants. 12. Indemnification. a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers. b. To the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s obligations under the above indemnity shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, but shall not otherwise be reduced. If Consultant’s obligations to defend, indemnify, and/or hold harmless arise out of Consultant’s performance of “design professional services” (as that term is defined under Civil Code section 2782.8), then upon Consultant obtaining a final adjudication that liability under a claim is caused by the comparative active negligence or willful misconduct of the City, Consultant’s obligations shall be reduced in proportion to the established comparative liability of the City and shall not exceed the Consultant’s proportionate percentage of fault. 13. California Labor Code Requirements. a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the 8 performance of other requirements on certain “public works” and “maintenance” projects (“Prevailing Wage Laws”). If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). b. If the services are being performed as part of an applicable “public works” or “maintenance” project and if the total compensation is $15,000 or more for maintenance or $25,000 or more for construction, alteration, demolition, installation, or repair, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant’s performance of services, including any delay, shall be Consultant’s sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor. 14. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same. 15. Laws and Venue. This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of Los Angeles, State of California. 16 Termination or Abandonment 9 a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten (10) calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications, written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work. b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant. 17. Documents. Except as otherwise provided in “Termination or Abandonment,” above, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City. 18. Organization Consultant shall assign Jared Duchow (Service Manager) as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City. 19. Limitation of Agreement. This Agreement is limited to and includes only the work included in the Project described above. 20. Notice Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to: CITY: Arcadia Police Department 250 West Huntington Drive Arcadia, CA 91007 Attn: Sgt. John Bonomo CONSULTANT: Day Management Corporation (DBA Day Wireless Systems) 1801 W. Burbank Blvd. Burbank, CA 91506 Attn: Jared Duchow, Service Manager and shall be effective upon receipt thereof. 10 21. Third Party Rights Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. 22. Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 23. Entire Agreement This Agreement, with its exhibits, represents the entire understanding of City and Consultant as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both Parties hereto. This is an integrated Agreement. 24. Severability The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal. 25. Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void. 26. Non-Waiver None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 27. Time of Essence Time is of the essence for each and every provision of this Agreement. 28. City’s Right to Employ Other Consultants City reserves its right to employ other consultants, including engineers, in connection with this Project or other projects. 29. Prohibited Interests 11 Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. [SIGNATURES ON FOLLOWING PAGE] 12 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF ARCADIA AND DAY MANAGEMENT CORPORATION (DBA DAY WIRELESS SYSTEMS) IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF ARCADIA DAY MANAGEMENT CORPORATION (DBA DAY WIRELESS SYSTEMS) By: By: Dominic Lazzaretto Signature City Manager Date: Its: ATTEST: Printed Name By: Date: City Clerk APPROVED AS TO FORM By: Signature By: Its: Stephen P. Deitsch City Attorney Printed Name 13 EXHIBIT A Scope of Services I. SCOPE OF SERVICES The Radio Communications Services (RCS) provider shall perform all work necessary to maintain and enhance radio communications within the City and as directed by the City’s Chief of Police, or his designee. The Contractor shall provide radio communications services according to the following minimum specifications: a. Regular Duty i. Provide radio communications services to include installing, maintaining, and repairing all radio communications and electronic equipment owned and operated by the City in conformance with established rules and regulations of the Federal Communications Commission. Employees shall engage in troubleshooting radio communications problems and make repairs on-site and off-site on an as-needed basis. b. Related Activities. Report to designated City staff any unlawful act of any condition or deficiency which may pose a hazard or danger to the general public. i. Contractor shall assist the City with future radio communications plans and projects such as technological advancements to the current radio system, provide recommendations on future purchases and projects related to new designs and infrastructure, implement changes due to changes in the Federal Communications Commission rules, standards, and guidelines, identify new trends in radio communications, and complete additional work as-needed over the course of the Agreement. c. Personnel Selection. Contractor is wholly responsible for the supervision of contract employees and administration of the contract to the satisfaction of the City. Contractor shall be responsible for providing competent personnel to assist the City with its communication sites and radio equipment. Contractor shall be solely responsible for selecting, hiring, employing, paying, supervising, training, and discharging its personnel. Additionally, Contractor must ensure staffing to ensure that all service requests are filled in accordance with the response time requested (in emergency situations, response time is not to exceed one (1) hour), complete performance evaluations of contract employees, conduct disciplinary action against contract employees, and handle processing for all payroll and benefits allowances for its employees. Contractor shall provide personnel who meet the following minimum criteria: 14 i. Education. Contract employees shall have completed the twelfth grade supplemented by training in radio communications. ii. Skill. Contract employees shall be able to read, write, and speak the English language and must be able to write intelligible reports. iii. Experience. Contract employees shall have a minimum of three (3) years of experience in maintenance and repair of electronic, microwave, very high-frequency (VHF) and ultra high-frequency (UHF) radio communications equipment. iv. Licenses. Contract employees shall be in possession of, or have the ability to obtain, a Federal Communications Commission General Radiotelephone License and a valid driver’s license, at the time of execution of the Agreement. v. Certifications. Contractor must have available at all times, at least one (1) employee with Motorola Service Elite Specialist (SES) certification or higher, an Electronics Technicians Association (ETA) certification, and a General Radiotelephone Operator License (GROL). 1. Consultant must provide Contract employees with said license (Section C. iv.) requirements and Certifications (Section C. v.) requirements at all times. If changes in staffing occur, Consultant must immediately notify the Police Department in writing of such changes and fill staffing requirements according to the specifications of this Agreement within thirty (30) days of the Consultant’s written notification. vi. All Contract employees shall be: a. At least eighteen (18) years of age. b. Physically and mentally capable of performing duties related to radio communications services. c. Neat and well groomed. d. Have the ability to give and follow oral and written instructions in the English language. e. Have the ability to establish and maintain effective working relationships with the public and City personnel. 15 f. Be in possession of valid permits, licenses, and certifications required for the performance of job- related duties at the time of execution of the Agreement. g. Be able to legally, safely, and properly operate necessary computer databases, equipment, and tools. h. Have the ability to operate motor vehicles and walk for several hours or distances; the ability to sit, stand, walk, kneel, crouch, stoop, squat, crawl, twist, climb, and lift fifty (50) pounds; exposure to heat, noise, outdoors, confining work spaces, chemicals, mechanical hazards, and electrical hazards; and ability to travel to different sites and locations. 2. Shall have taken and passed a developed reference check, a drug screening test, and undergone a medical examination to determine fitness to perform assigned duties. 3. Shall have undergone a criminal history check in order to determine that contract employee possesses no felony criminal convictions. Misdemeanor criminal convictions will be reviewed by the City on a case by case basis for acceptability. vii. Shall have the ability to remain calm and use good judgment and initiative in a confrontational or emergency situation. Shall be capable of acting in the utmost professional manner when interacting with customers and the general public. d. Professional Behavior. i. Contractor shall be responsible for the conduct, demeanor and appearance of its employees while in the City or while acting in the course and scope of employment. ii. While in the City or while acting in the course and scope of employment, all employees of the Contractor shall be neat and clean, and shall act in a courteous and professional manner. No employee shall use improper language or act in a loud, offensive or otherwise improper manner. iii. Contract employees are trained as to the purpose of their positions and the importance of performing their job duties according to the City’s operating instructions. 16 iv. All contract employees shall at all times be polite and courteous in their dealings with the City, treating every person with care and respect. v. All contract employees are to be attentive, alert and responsive to all customer service issues, needs, comments or complaints. vi. All contract employees must speak clearly and in a professional manner while interacting with City officials and when offering the assistance needed. e. Staffing Levels and Work Schedules. i. On a weekly basis, Contractor shall have at least one (1) employee available to provide a minimum of fifteen (15) hours of radio communications services to the Arcadia Police Department. The estimated schedule will be three (3) five (5) hour shifts on Monday – Friday. The amount of hours is subject to increase or decrease at any time, and is based on need. ii. The Contractor shall ensure that service is available to the City on an as-needed and on-call basis, twenty-four (24) hours a day, seven (7) days a week. iii. Contractor shall be responsible for providing a qualified pool of contract employees to consist of a minimum of four (4) employees at all times. iv. Contractor shall ensure that at least one (1) supervisory level employee having decision-making authority with regard to radio communications services is available to the City by mobile phone twenty-four (24) hours a day, seven (7) days a week. v. Each service request shall be determined by the Chief of Police, or his designee. The Contractor shall be readily available to receive the service request by phone or email. vi. The Chief of Police, or his designee, maintains approval rights for the appointing of all radio communications services positions. The City reserves the right to request that an employee be replaced at any time without cause. f. Training. i. Contractor, at its own cost, shall make its contract employees (regular and replacement employees) available for an initial one (1) day training (not to exceed eight (8) hours) with an Arcadia Police 17 Department official, to be designated by the Chief of Police. The training will cover the respective scope of job duties and City expectations. Additionally, and as needed, Contractor shall provide retraining and continuing education for contract employees. 1. Contractor, at its own cost, shall train all of its employees on radio communications prior to being assigned for service in the City. g. Equipment. i. Contractor shall have available for its own use, radio communications tools and equipment, to perform service repairs, installations, and maintenance on any of the City’s radio communications equipment. Contractor shall be readily available to help solve the City’s radio communications problems and provide recommendations when needed. ii. Contractor will be financially responsible for all lost or damaged City property (radios, radio supplies and equipment, tools, etc.) that are issued to and used by Contractor employees. iii. Vehicles. Contractor is responsible for supplying its transportation requirements including a minimum of two (2) regulatory vehicles for use in the performance of radio communications duties. 1. Contractor shall pay for all associated vehicles costs including but not limited to gasoline and maintenance. 2. All vehicles used by Contractor in its performance of this Agreement shall: a. Be clearly identified as performing radio communications services. b. Be operated at all times in compliance with all state and local motor vehicle laws. c. Contractor is responsible for the cleanliness, repair, and replacement of all vehicles used in the performance of this Contract. h. Reports. Contractor will be responsible for providing a monthly summary of Contractor employee activities, including, but not limited to, total number of service calls, total number of projects completed, and total billable work hours. 18 i. Other. Contractor shall be responsible for assuring employee compliance with all laws and regulations, compliance for all employment related laws and regulations, responding to inspections/audits by regulatory agencies and the City, and will pay any fines or assessments levied by regulatory agencies. II. CITY RESPONSIBILITIES a. General Obligations: i. Background Check. City will, at its expense, conduct a background check as part of the proposal evaluation process of any employee that may include, but is not limited to: fingerprinting, a check of criminal convictions, and driving history. If the City determines, through said background check, that a contract employee is not qualified to provide services to the City as specified in the RFP and Contract, the City will notify the Contractor in writing as to the City’s findings. Although the Contractor may retain the disqualified employee, the Contractor must not use or dispatch the disqualified employee for a service that the Contractor provides to the City under the RFP and Contract. ii. Communications Equipment. City shall provide to contract employees the equipment to be maintained, installed, and or repaired. City will be responsible for the cost associated with normal maintenance and service equipment. b. City retains the following rights: i. The right to request service at any and all hours. ii. The right to demand additional information and reports, including, but not limited to drug-screening reports, as may be permitted by law. iii. The right to approve or disapprove of any new hire assigned to the Contract. iv. The right to withdraw the enforcement authority of any contract employee, either permanently or temporarily, when such action is in the best interests of the City, and the right to replace any contract employee when his/her continued employment is detrimental to the best interests of the City. v. The right to approve or disapprove any invoice and to adjust any invoice to reflect properly applied chargebacks, and the right to 19 charge back any item discovered after an invoice has been submitted and approved for payment. c. City Supervision: i. The City’s Chief of Police, or his designee, shall have the right of general supervision of all work performed by Contractor and shall be the City’s agent with respect to obtaining Contractor’s compliance hereunder. No payment for any services rendered under the Agreement shall be made without prior approval of the Chief of Police, or his designee. 20 EXHIBIT B Schedule of Charges/Payments Consultant will invoice City on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount of budget spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. This is a time-and-materials contract. 21 EXHIBIT C COMPENSATION Day Management Corporation (DBA Day Wireless Systems) Billing Rates for Radio Communications Services for FY 2021-22 – FY 2023-24 RF Tech (RF Troubleshooting) Installer (MDT/Radio Install) Tower Climber (Tower Work) Network Administrator (Networking) Regular Rate per hour $80.00 $80.00 $120.00 $80.00 Over-time Rate per hour $120.00 $120.00 $180.00 $120.00 Rates for Radio Communications services are listed in the above matrix: RF Tech $80.00 per hour, Installer $80.00 per hour, Tower Climber $120.00 per hour, and Network Administrator $80.00 per hour. Normal work hours are Monday through Sunday: 8am – 5pm. Saturdays and Sundays are normal operating days for the Arcadia Police Department. Overtime will be paid at a rate of 1.5 times the hourly rate for hours above forty (40) hours per week or in compliance with the City’s current overtime policy. The City’s overtime policy states that employees are eligible for overtime when hours worked exceed eight (8) hours per day or forty (40) hours per week. In the event of service requests outside of the normal operating hours of 8am-5pm, hours worked will be paid at a rate of 1.5 times the hourly rate. Holidays will be paid at a rate of 1.5 times the hourly rate, per the City’s overtime policy. Any overtime must be approved by the Chief of Police, or his or her designee, prior to the hours being worked. Holidays include: 1. New Year’s Day 2. Presidents’ Day 3. Memorial Day 4. Independence Day 22 5. Labor Day 6. Veterans’ Day 7. Thanksgiving Day 8. Friday following Thanksgiving Day 9. Christmas Eve 10. Christmas Day Included in the budget set forth below are all ordinary and overhead expenses incurred by Consultant and its agents and employees, including meetings with City representatives, and incidental costs incurred in performing under this Agreement. The total compensation for the Scope of Services set forth shall not exceed $80,000.00 per year including all amounts payable to Consultant for its overhead, payroll, profit, and all costs of whatever nature, including without limitation all costs for subcontracts, materials, and costs arising from or due to termination of this Agreement. Consultant will be made aware of purchase requests for radio communications equipment and supplies based on City needs. The cost of such equipment is a cost to the City and is considered separate from the labor costs associated with this Agreement. Consultant shall submit invoices on a monthly basis and provide invoices with sufficient detail to ensure compliance to pricing as set forth in this Agreement. The information required may include: date(s) of work, position title, hours of work, hourly rate(s), and material costs. Consultant shall notate the City’s Purchase Order Number on all invoices, along with the City Representative’s name and contact information. Consultant is required to address invoices as follows: Arcadia Police Department 240 W. Huntington Drive Arcadia, CA 91007 Attn: Sgt. John Bonomo, Police Administration