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HomeMy WebLinkAboutItem 12d - Radio Communication ServicesDATE: TO: FROM: June 18, 2024 Honorable Mayor and City Council Roy Nakamura, Chief of Police By: Amber Abeyta, Management Analyst SUBJECT: PROFESSIONAL SERVICES AGREEMENT WITH FOOTHILL COMMUNICATIONS FOR RADIO COMMUNICATIONS SERVICES FOR THE PERIOD OF JULY 1, 2024, TO JUNE 30, 2027, WITH THE OPTION TO RENEW FOR THREE ADDITIONAL ONE-YEAR PERIODS, IN AN AMOUNT NOT TO EXCEED $164,000 OVER THE FIRST THREE-YEAR PERIOD CEQA: Not a Project Recommendation: Approve SUMMARY The City’s Professional Services Agreement (“Agreement”) with Day Wireless Systems for radio communications services is due to expire on June 30, 2024. A Request for Proposals was initiated to secure a new Agreement, ensuring that the City utilizes the most qualified radio communications services company to meet its requirements. Two proposals were submitted by Foothill Communications and Commline Inc. After a detailed evaluation, it was determined that the proposal from Foothill Communications aligns best with the Department's requirements and offers the most cost-effective solution. It is recommended that the City Council approve the Professional Services Agreement with Foothill Communications for the period of July 1, 2024, through June 30, 2027, with the option to renew for three additional one-year periods at the discretion of the City Manager, in an amount not to exceed $164,000 over the first three-year period. BACKGROUND The Police Department utilizes a Motorola Mobile Data Computer (“MDC”) system, Motorola handheld radios, and mounted unit radio systems. The Department’s radio communications service locations include three radio repeater sites within the City: the Santa Anita Ridge, Upper Reservoir, and “Antenna on the Spire”, located at the Arcadia Police Station. Professional Services Agreement for Radio Communications Services June 18, 2024 Page 2 of 4 Due to the high level of technical expertise required for maintaining radio communication, the Department has opted to outsource radio communication services for the installation, maintenance, and repair of all radio communication and electronic equipment owned and operated by the City. This is done in compliance with Federal Communications Commission regulations. The outsourced services are responsible for troubleshooting radio communication issues and carrying out necessary repairs both on-site and off-site. Moreover, as Motorola does not operate its own service centers, users like the City are required to have repairs conducted at certified service centers with Motorola Elite Service Specialists (“ESS”), to uphold product warranties. Repairs performed by non-ESS technicians are considered out of warranty. To ensure that the Department's products remain under warranty, a service provider with an Electronics Technician Association Certified Service Center (“ETA-CSC”) and Certified Electronic Technicians (“CET") with Motorola ESS capabilities is needed to meet the Department's communication service requirements. In particular, the Department requires a local authorized dealer of radio communication products, specializing in Motorola sales and repairs, and offering cost-effective solutions through the Los Angeles County Master Purchase Agreement. The Department currently contracts Day Wireless for radio communication services, and their agreement with the City is set to expire on June 30, 2024. Despite the option to renew the agreement, the Department has opted not to do so. Instead, a Request for Proposals (“RFP”) was completed to find a vendor who can better meet the radio communication service requirements of the Department. DISCUSSION An RFP was released on April 1, 2024, and 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 compliance with Federal Communications Commission regulations. After a two-week submission period, during which a Notice Inviting Proposal was published in accordance with Resolution No. 7483, two proposals were received from Foothill Communications and Commline Inc. A committee of City staff members reviewed and rated the proposal using a 100-point evaluation system. The proposals were evaluated according to thoroughness and understanding of work, related experience, references, quality of proposal, estimated timeline and costs. The figure below provides a summary of the analysis. Professional Services Agreement for Radio Communications Services June 18, 2024 Page 3 of 4 Qualification Scores for Proposal for Radio Communications Services Company Name Thoroughness & Understanding of Scope of Work Related Experience References Proposal Quality Estimated Timeline Sub Total Cost Proposal Total Points Foothill Communications 24 20 15 9 10 78 20 98 Commline Inc. 22 19 15 9 10 75 13 88 After assessing the individual rating, it was determined that Foothill Communications is well-suited and qualified to offer radio communication services to the City. Moreover, Foothill Communications is a more cost-effective option with a fixed contract rate of $34,864, in contrast to Commline Inc.'s fixed contract rate of $156,000. The proposed Agreement with Foothill Communications will cover a three-year term beginning July 1, 2024, through June 30, 2027, with the option to renew on an annual basis for three additional one-year periods. The fixed contract rate for radio communications services is $34,864 ($38,738 less a 10% discount) per year for the first two years. After the second year, the fixed contract fee shall revert to $38,738 per year. This amount is based on a service schedule of 15 hours per week. Each year will include a $15,000 contingency for overtime, radio repairs, and materials. In Year 1 (Fiscal Year 2024-25), there is an estimated additional cost of $10,000 for equipment upgrades needed at the City's repeater sites, which falls outside the usual scope of work. Therefore, it is recommended that the City Council proceed with establishing a Professional Services Agreement with Foothill Communications for radio communications services in an amount not to exceed $164,000 as follows: Year 1 at $60,000, Year 2 at $50,000, and Year 3 at $54,000. It is further recommended that the City Council authorize three additional one-year extensions at the discretion of the City Manager, without the need to return to the City Council for approval, provided that there are no substantial changes to the agreement beyond an inflationary price adjustment, if needed. ENVIRONMENTAL ANALYSIS The proposed action does not constitute a project under the California Environmental Quality Act (“CEQA”), and it can be seen with certainty that it will have no impact on the environment. FISCAL IMPACT Sufficient funds ($60,000) for the first year of the Agreement have been allocated in the Department’s FY 2024-25 Operating Budget, under contract services. Future years will be budgeted as appropriate in the Police Department’s General Fund Operating Budget. Professional Services Agreement for Radio Communications Services June 18, 2024 Page 4 of 4 RECOMMENDATION It is recommended that the City Council determine that the proposed action does not constitute a project under the California Environmental Quality Act (“CEQA”); and approve a Professional Services Agreement with Foothill Communications for radio communications services for the period of July 1, 2024, to June 30, 2027, with the option to renew for three additional one-year periods, at the discretion of the City Manager, in an amount not to exceed $164,000 over the first three-year period. Attachment: Proposed Professional Services Agreement 1 Updated Feb. 2020 CITY OF ARCADIA PROFESSIONAL SERVICES AGREEMENT REGARDING RADIO COMMUNICATION SERVICES This Agreement is made and entered into as of ________________, 20____ 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 Foothill Communications, a S-Corporation with its principal place of business at 133 N. San Gabriel Blvd, Pasadena, CA 91107 (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 Communication 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 one hundred, sixty four thousand dollars and zero cents ($164,000) over the first three year period. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Payments to Consultant for work performed within the scope of services outlined in Exhibit A will be made on an annual basis. Payments made for services outside the scope of services shall receive written approval from the City before providing the service and will be paid 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 DR A F T 2 Updated Feb. 2020 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 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, 2024, to June 30, 2027, with the option of three one-year renewals, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. 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. 8. Standard of Care DR A F T 3 Updated Feb. 2020 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 Consultant Consultant is retained as an independent Consultant 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 subconsultant 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 (9)Independent Consultants Coverage DR A F T 4 Updated Feb. 2020 (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) At all times during the performance of the work under this Agreement the Consultant shall DR A F T 5 Updated Feb. 2020 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 of this Agreement, the Consultant shall deliver renewal certificate(s) including the General DR A F T 6 Updated Feb. 2020 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. (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 DR A F T 7 Updated Feb. 2020 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 subconsultants 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 subconsultants 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 subconsultants 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, subconsultants, 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 performance of other requirements on certain “public works” and “maintenance” projects DR A F T 8 Updated Feb. 2020 (“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 Consultants and subconsultants (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 subconsultant 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 subconsultant. 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 DR A F T 9 Updated Feb. 2020 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 Tom Gleason 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: City of Arcadia 240 West Huntington Drive Arcadia, CA 91066 Attn: Sgt. Ryan Mulhall CONSULTANT: Foothill Communications 133 N. San Gabriel, Blvd Suite #206 Pasadena, CA 91107 Attn: Kenji Luster, CEO and Cliff Yamamoto, CTO and shall be effective upon receipt thereof. DR A F T 10 Updated Feb. 2020 22.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. 23.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. 24.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. 25. Severability The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the provisions unenforceable, invalid or illegal. 26.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. 27.Non-Waiver None of the provisions of this Agreement shall be considered waived by either party, unless such waiver is specifically specified in writing. 28.Time of Essence Time is of the essence for each and every provision of this Agreement. 29.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. 30.Prohibited Interests DR A F T 11 Updated Feb. 2020 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] DR A F T 12 Updated Feb. 2020 SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF ARCADIA AND FOOTHILL COMMUNICATIONS IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF ARCADIA FOOTHILL COMMUNICATIONS By: By: Dominic Lazzaretto Kenji Luster City Manager CEO Date: Date: ATTEST: By: By: City Clerk Cliff Yamamoto CTO APPROVED AS TO FORM CONCUR: By: By: Michael J. Maurer Roy Nakamura City Attorney Chief of Police DR A F T 13 Updated Feb. 2020 EXHIBIT A Scope of Services I.SCOPE OF SERVICES The consultant 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 Consultant shall provide radio communications services according to the following minimum specifications: A.Regular Duty i.Provide labor for radio communications services to include installing, maintaining, and repairing all radio communications and related 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. ii.Have knowledge of, and ability to use, Motorola Wi-Fi Over-the-Air Programming (OTAP) via Motorola Radio Management. iii.Familiarity with Motorola radios, to include ability to program, knowledge of equipment, and dealer access. iv.Familiarity with EF Johnson radios, to include ability to program, knowledge of equipment, and dealer access. v.Provide labor to repair and maintain deskset/base station radios and mobile/portable radios within one business day from time of notification. Parts quoted and billed separately. Depending on the radio or console model, it is possible for required components to be obsolete from the manufacturer and may not be replaceable or repairable. In this instance new model type equipment may need to be obtained and will be quoted and billed separately for items and possible installation labor. vi.Provide annual scheduled radio program updates to ensure portable, mobile and base station radios have current programming to communicate with nearby public safety agencies and cities. Updates will be scheduled with the customer to ensure best efficiency to program as many radios as possible in the shortest time frame. Updates may be combined with annual Preventative Maintenance to minimize downtime of a radio being out of service. vii.Provide on-site radio reprogramming at Arcadia Police Department for those Motorola radio models equipped and provisioned with WiFi programming via Motorola Radio Management. Includes initial configuration, deployment, maintenance and lease of Foothill Communications Device Programmer computer and WiFi Access Point (if required) and Cisco Virtual Private Network (VPN) Router installed at Azusa Police Department to facilitate communications with the Radio Management Server operated by and located at Foothill Communications. DR A F T 14 Updated Feb. 2020 viii.Provide annual scheduled Preventative Maintenance of existing deskset and base station radios and mobile/portable radios. Preventative Maintenance to include performing alignment of radios, identifying wear and tear deficiencies of replaceable components, verifying suitability of existing antennas, feedline and cable infrastructure integrity where visibly accessible. ix.Provide labor to maintain and repair the Motorola legacy UHF conventional repeater system infrastructure as needed. Parts quoted and billed separately. Portions of the customer's legacy infrastructure components are now obsolete from Motorola and may not be replaceable or repairable. In this instance new model type equipment may need to be obtained and will be quoted and billed separately for items and possible installation labor. x.Provide recommendations and assistance with future radio communications plans and projects such as technological advancements to the current radio system, 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 perform related additional work as needed. xi.Povide the above services with on-site response between 9:00 am to 5:00 pm, Monday- Friday, excluding legal holidays, within one business day from time of notification. All other annual services such as radio programming and preventative maintenance are scheduled within open appointments available from time of notification. 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. C.Personnel Selection. Consultant is wholly responsible for the supervision of contract employees and administration of the contract to the satisfaction of the City. Consultant shall be responsible for providing competent personnel to assist the City with its communication sites and radio equipment. Consultant shall be solely responsible for selecting, hiring, employing, paying, supervising, training, and discharging its personnel. Additionally, Consultant 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. Consultant shall provide personnel who meet the following minimum criteria: 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. DR A F T 15 Updated Feb. 2020 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 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. Consultant 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). 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. 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. i. 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. j. 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. k. 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. DR A F T 16 Updated Feb. 2020 D.Professional Behavior. i.Consultant 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 Consultant 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. 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, Consultant 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 Consultant shall ensure that service is available to the City on an as-needed basis within one business day from the time of notification. iii.Consultant shall be responsible for providing a qualified pool of contract employees to consist of a minimum of four (4) employees at all times. iv.Each service request shall be determined by the Chief of Police, or his designee. The Consultant shall be readily available to receive the service request by phone or email. v.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.Consultant, at its own cost, shall make its contract employees (regular and replacement DR A F T 17 Updated Feb. 2020 employees) available for an initial one (1) day training (not to exceed eight (8) hours) with an Arcadia Police 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, Consultant shall provide retraining and continuing education for contract employees. Consultant, 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.Consultant 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. Consultant shall be readily available to help solve the City’s radio communications problems and provide recommendations when needed. ii.Consultant 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 Consultant employees. iii.Vehicles. Consultant is responsible for supplying its transportation requirements including a minimum of two (2) regulatory vehicles for use in the performance of radio communications duties. iv.Consultant shall pay for all associated vehicles costs including but not limited to gasoline and maintenance. v.All vehicles used by Consultant in its performance of this Agreement shall: vi.Be operated at all times in compliance with all state and local motor vehicle laws. vii.Consultant is responsible for the cleanliness, repair, and replacement of all vehicles used in the performance of this Contract. H.Reports. Consultant will be responsible for providing a monthly summary of Consultant employee activities, including, but not limited to, total number of service calls, total number of projects completed, and total billable work hours. I.Other. Consultant 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. DR A F T 18 Updated Feb. 2020 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 Consultant in writing as to the City’s findings. Although the Consultant may retain the disqualified employee, the Consultant must not use or dispatch the disqualified employee for a service that the Consultant 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 t o 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 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 consultant in shall be the cities agent with respect to obtaining contractors compliance here under. No payment for any services rendered under their agreement shall be made without prior approval of the Chief of Police or his designee. DR A F T 19 Updated Feb. 2020 EXHIBIT B Schedule of Charges/Payments Consultant will invoice City on an annual basis for the fixed contract rate for work performed within the scope of services including maintenance, support, programming, and service for the city's equipment for a fixed contract fee of $34,864 ($38,738 – 10% discount) per year for the first two years. After the second year, the fixed contract fee shall be $38,738 per year. Consultant will provide work outlined in the scope of services on site between 9:00 AM to 5:00 PM Monday through Friday excluding legal holidays, within one business day from time of notification. All other annual services such as radio programming and preventative maintenance are scheduled within open appointments available from the time of notification. Any additional work outside the scope of services will be billed at a standard hourly rate of $185 per hour except for after hours and weekend responses which will be billed as follows: After hour responses will incur a $400.00 surcharge per service call plus hourly rates. Monday through Friday 5:00 PM through 8:00 PM and will be billed at time and a half hourly rate. Monday through Thursday 8:00 PM through 9:00 AM we billed at double time rate. Friday 8:00 PM through Monday AM will be billed at double the time rate. Hourly rates: Time and a half technician $277.50/hour Double technician $370/hour Consultant will inform City regarding any out-of-scope work and receive written approval from the City before performing said work. Billing for out-of-scope work shall be billed on a monthly cycle. Consultant will include with each invoice a detailed progress report that indicates the amount spent on each task. Consultant will inform City regarding any out-of-scope work being performed by Consultant. Out-of-scope work billing is based on time and materials. DR A F T