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Home My WebLink AboutCC Resolution 9580 (Radio System Consultants)RESOLUTION NO. 9580 A RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING THE SIGNING OF AN AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT WITH FRANK THATCHER ASSOCIATES, INC. AS RADIO SYSTEM CONSULTANTS (EXTENDING AGREEMENT FOR ONE YEAR, ENDING ON APRIL 1, 1997, FOR AN ADDITIONAL AMOUNT OF $73,100, FOR A TOTAL NOT TO EXCEED $102,500) THE CITY COUNCIL OF THE CITY OF SAN RAFAEL RESOLVES AS FOLLOWS: The Acting City Manager is hereby authorized to execute, on behalf of the City of San Rafael, an amendment to a Professional Services Agreement with Frank Thatcher Associates, Inc. as radio system consultants. A copy of said amendment is hereby attached and by this reference made a part of this resolution. I, Jeanne M. Leoncini, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the City Council held on Monday, the 1 st day of April, 1996, by the following vote, to wit: AYES: Councilmembers: Cohen, Heller, Phillips, Zappetini & Mayor Boro NOES: Councilmembers: None ABSENT: Councilmembers: None �. JEA �'M. LEON I;VI, City Clerk 4P,{G1 NP,e Usg� ►a AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF SAN RAFAEL AND FRANK THATCHER ASSOCIATES, INC. CITY OF SAN RAFAEL (hereinafter "CITY"), and FRANK THATCHER ASSOCIATES, INC. (hereinafter "CONTRACTOR"), hereby amend their Professional Services Agreement dated March 20, 1995 as follows: 1. Section 5 -- TERM OF AGREEMENT The term of this Agreement shall be extended for an additional one year commencing on April 2, 1996, and ending on April 1, 1997. 2. Exhibit B -- DUTIES OF CONTRACTOR The scope of duties of CONTRACTOR shall include those duties listed in Attachment A (attached). 3. Exhibit D -- COMPENSATION The total costs for professional fees and expenses shall not exceed $102,500.00, without the advanced written approval of the City Council. All other terms and conditions of the agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment on this 1st day Of APRIL , 1996. CITY OF SAN RAFAEL Li�-Manager Acting ATTEST: '�t . ity Clerk AP , S FORM: Cify Attomey / CONTRACTOR l � G Charles L. bstrofe,*resident Y R�"�3� `, `• ii �r�J{f ATTACHMENT A EXHIBIT B - DUTIES OF CONTRACTOR Scope of Work - Mobile Radio System Task 1: Needs Analysis - Completed Task 2: Develop/Issue RFI and Review Responses - Not Applicable; a CAD & RMS Task only Task 3: Alternative Plans/Plan Recommendation - Completed Task 4: Develop/Issue RFI and Review Responses - Summarize earlier needs, and latest requirements and expectations for a new 480 MHz trunked -ready radio system in a formal Request for Information (RFI); develop and supply a mailing list of potential vendors to the City. City will issue and receive all RFI responses. FTA will review responses and advise the City of any modifications needed to the proposed system. Task 5: FCC License Applications - Prepare FCC applications for radio sites, dispatch and mobile radios on 480 MHz frequencies. Coordinate licensing efforts with the County of Marin. Includes CLEMARS repeater. Task 6: Specifications - Develop Specifications for a 480 MHz trunked -ready, simulcast 480 MHz radio system; assist the Radio Committee to develop proposal evaluation criteria. Issue one draft Specification to the Department for review and comment. Modify draft as required. Reissue the final Specification to the City with any anticipated cost ramifications. FTA will also supply the City, architect or contractor with equipment power and space requirements for the dispatch center on request; assist with pre -proposal conference. We anticipate three meetings will be required. Task 7: Review of Proposals - Review up to three proposals for technical compliance. Issue letter to the City indicating reasons for non-compliance of any or all proposals. Provide technical assistance to the Radio Committee when evaluating and rating proposals. Recommend one proposal for award. We anticipate one meeting will be required. The Mobile Radio System will include the following components: • New trunked -capable or upgradable mobile and portable equipment • Two simulcast repeaters at each site, and at remote receiver sites • New voting comparators for receiver sites • Replacement of existing 960 MHz radio link with new equipment • New radio consoles, assistance with furniture selection • Connection of consoles to existing lowband mutual -aid base stations • Portable radio coverage map study for radio sites (480 MHz) • New base/control stations at dispatch • Reuse of eight existing 450 MHz links from remote receiver sites Connection of City radio system to a County -wide network through one microwave radio link New dispatch consoles, voice logger and instant -recall recorders Scope of Work - Mobile Data System Task 1: Needs Analysis - Completed by Warner Task 2: Develop/Issue RFI and Review Responses - Not Applicable Task 3: Alternative Plans/Plan Recommendation - Completed by Warner Task 4: Develop/Issue RFI and Review Responses - Develop and disseminate Request for Information (RFI) to all potential vendors (approximately 10); catalog and deliver RFI responses to San Rafael. Task 5: FCC License Applications - Prepare FCC applications for radio sites, dispatch and mobile radios using one existing 800 MHz frequency. Includes coverage study. Coordinate licensing efforts with the County of Marin. Task 6: Specifications - Prepare RFP (less boilerplate) on disk for San Rafael to publish and disseminate; assist San Rafael with pre -proposal conference and activities. Includes dedicated mobile radios for MDS use and laptops; radio data transmission software application; ability to transfer report. Task 7: Review of Proposals - Screen, review and basic analysis of up to six proposals for technical compliance (detailed analysis is beyond the scope of this task and could require three days each). Issue letter to the City indicating reasons for non- compliance of any or all proposals. Provide technical assistance to the Radio Committee when evaluating and rating proposals. We anticipate one meeting will be required. The Mobile Data System will include the following components: • Laptop -based Mobile Computer Terminals (MCT) and associated software • Dedicated data mobile radios for MCTs • A data base -station at each site (will not provide portable laptop coverage) • A data message switch equipped for each radio site and associated software • Ability to transfer reports • FCC licensing of radio sites and mobile data radios • Basic interface requirements to RMS, CAD and the Marin County Message Switch • Coverage study of radio sites 4 Scope of Work - CAD and RMS Task 1: Needs Analysis - Review and update, if necessary, the Warner Report; conduct preliminary CAD/RMS needs assessment; determine external database requirements. Task 2: Develop/Issue RFI and Review Responses - Develop and disseminate Request for proposal (RFP) to all potential vendors (approximately 30); catalog and deliver RFI responses to San Rafael. Task 3: Alternative Plans/Plan Recommendation - Conduct a detailed needs assessment and analysis; develop conceptual plan and RFP outline for San Rafael for approval. Task 4: Develop/Issue RFI and Review Responses - Not Applicable Task 5: FCC License Applications - Not Applicable Task 6: Specifications - Prepare RFP (less boilerplate) on disk for San Rafael to publish and disseminate; assist San Rafael with pre -proposal conference and activities. Task 7: Review of Proposals - screen, review and basic analysis of up to six proposals (detailed analysis is beyond the scope of this task and could require one week each). EXHIBIT D - COMPENSATION Cost Proposal Professional services beyond the defined scope of work would be billed at our standard professional fee of $100/hour. Mobile Mobile CAD & Radio Data RMS Task Hours Total Hours Total Hours Total Total 1. Needs Analysis Completed Completed 24 2,400 2,400 by FTA by Warner 2. Develop/Issue RFI and N/A N/A 32 3,200 3,200 Review Responses 3. Alternative Plans/Plan Completed Completed 64 6,400 6,400 Recommendation by FTA by Warner 4. Develop/Issue RFI and 34 3,400 24 2,400 N/A 5,600 Review Responses 5. FCC License 32 3,200 8 800 N/A 2,400 Applications 6. Specifications 150 15,000 100 10,000 112 11,200 35,200 7. Review of Proposals 42 4,200 30 3,000 44 4,400 11,400 Total $25,800 $16,200 $27,600 $69,600 Task Expenses $1,800 $1,200 $500 $3,500 Total Cost $73,100 Costs are quoted on a not -to -exceed basis. 4-03-1996 3 : 32PH �a�:��[ar. k FROI1 FRANK THATCHER ASSOC 4159563?08 �� P --02a02 DEALEY, RENTON & ASSOCIATES Insurance Brokers - L. Watkins P.O. Box 12675 Oakland, CA 94604-2675 510-465-3090 wave ho FRANK THATCHER ASSOCIATES INC. 564 Market Street, Suite 612 San Francisco, CA 94104 1 rj Lt iP 1.1 1-•i 1 r'\ .. ` r a � � • .:: -"- �'A Of Ailt: - A� A 11�� CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY LETTER A New Hanr_hire Insurance Co. COMPANY - - ...__.... LETTER B American Automobile Inv - Co -COMPANY LETTER C Atsae_iatcd Int_ernat_i_oxiai I�- - - LETTERcoANY D COMPANY LETTER E THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FORT HE POLICY PERIOD INDICATED. NOTWITHST ANDING ANY REOUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUAENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LMITS SHOWN MAY HAVE SEEN REDUCED BY PAID CLAMS. X CID LTT TYPEOrW"MANM POLIOYNULOM POLIDTFFFECTIYC POLOTEXPatAT LIMMS X PAYD(MM/Qp/YY) DATd(MM/OD/YY) aMMSIAL LIABILITY _ GENERAL AGGREGATE = 4.000.000 A X CWMERCIAL GENERAL LIABILITY CAP 606-73-39-02 4/05/96 4/05/97 PRODUCTS-COMP/OP AGO. _ 7.000.000 71-52 CLAIMS MADE FAI OCCUR. PERSONAL & AOV. INJURY = 2 000-000 OWNER'S & CONTRACTOR'S PROT. EACH OCCURRENCE = 2.000 .000 EIRE OAM49 (Awf one tire) = 300.000 MED, EXPENSE IAw one inrarm = 5-000 AUTOMMLE LIABLITY COMBINED SINSU : ZWLOYPAT' LIABILITY A _ ANY AUTO CAP 606-73-39-02 4/05/96 4/05/97 LIMIT :t 000...000 GIVER C PROFESSIONAL LIABILITY WZP 80674799 7/01/95 7/01/96 AEP -451-239C 12/01/95 12/01/96 BODILY INJURY = O'er porsod BODILY INJURY Z (Per deeidenU PROPERTY DAMAGE i EACH OCCURRENCE ALL OWNED AUTOS _ SCHEDULED AUTOS X HIRED AUTOS X NON -OWNED AUTOS GARAGE LIABILITY ITXCESSLIABLRY ]INBRELLA FORM LRSEASE-EACH ENPtOfFE OTHER THAN UMBRELLA FORM TVORKt:A't ooMPeNSA7i0N B AND ZWLOYPAT' LIABILITY GIVER C PROFESSIONAL LIABILITY WZP 80674799 7/01/95 7/01/96 AEP -451-239C 12/01/95 12/01/96 BODILY INJURY = O'er porsod BODILY INJURY Z (Per deeidenU PROPERTY DAMAGE i EACH OCCURRENCE _ AUMUATE _ 2LI STATUTORY UNRT3 ::r1..:;•;.::.•.•.-.::.•.•.-.-. EACH ACCIDENT OSEASE-MITCY LIMIT .000.000 r111114. LRSEASE-EACH ENPtOfFE n00.0nn $1,000,000 PFA CLAIM AND ANNUAL AG Rf=GAT1r D=RRrWN Or OPERATIOPWLOCATWNSWEHIq.avvpEGIAL nEMs All Operations of the Named Insured. The City of San Rafael is additional insured as respects General/Auto Liability, per policy form. Sq� ^vJ�i�ILlind.orstmonf fear tanners/,/Autn liabiiifir stt2rhed- City of San Rafael Eric Davis, Deputy City Attorney P.O. Box 151560 San Rafael, CA 94915-1 SHOULD ANY OF THE ABOVEDESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING, COMPANY WILL MAR. 30 DAYSWRITTENNOTICE TOTHECERTIFICATEHOLDERNAMEDTOTHE LEFT. !eA@-F19 _ _ _ _6".- L"Iri.t I I .di11Ml AUTHORIZED 198732000 4-03-1996 3:33Pt1 FROt1 FRANK THATCHER ASSOC 4159563228 P_ nQ I ' Wn U-10) M -y -VT t D1 In consideration of an additional premium of $TED, it is hereby understood and agreed that the following applies: Check if applicable—XX Additional Insured The City of San Rafael, its Officers, Agents, and Employees is/are Additional Insured/s as respects work done by Named Insured. Check if applicable Primary Coverage With respect to claims arising out of the operations of the Named Insured, such insurance as afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for tate benefit of the above Additional Insured/s. Check if applicable Waiver of Subrogation It is understood and agreed that the Company waives the right of subrogation against the above Additional Insured/s, but only as respects the job or premises described in the certificate attached hereto. Check if applicable Cross Liability Clause The naming of more than one person, firm or 'corporation as insureds under this policy shall not, for that reason alone, extinguish any rights of the insured against another, but this endorsement, and the naming of multiple insureds, shall not increase the total liability of the Company under this policy. Check if applicable 3CWotice of Cancellation It is understood and agreed that in the event of cancellation of the Policy for any reason other than non-payment of premium, 30 days written notice will be sent to the following holder by mail: The City of San Rafael Eric Davis, Deputy City Attorney P. O. Box 151560 San Rafael, CA 94915-1560 In the event the policy is cancelled for non-payment of premium, 10 days written notice will be sent to the above. Policy No.: CAM8733902 Effective Date: APRIL 5, 1996 - APRIL 5, 1997 Insurance Company: NEW HAMPSHIRE INSMUNCE COMPANY Tssued to: FRANK THAjLt;nr-K ASSOCIATES, INC. Issue Date: APRIL 1, 1996 ""V TC 1*2zL m , EXHIBIT A AGREEMENT FOR PROFESSIONAL SERVICES This Agreement is made and entered into this 20th day of MARCH , 1995, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and FRANK THATCHER ASSOCIATES, INC. (hereinafter "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to retain a radio system consultant to skillfully evaluate our present communication system and to plan for improvements ; and, WHEREAS, the CONTRACTOR has represented they have extensive expertise in public safety telecommunications systems consulting; AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. Bureau Commander Gene Pennington is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Charles L. Ostrofe, P.E., is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. Should circumstances or conditions subsequent to the execution of this Agreement require a substitute PROJECT DIRECTOR for any reason, the CONTRACTOR shall notify the CITY within ten (10) business days of the substitution. Agreement For Professional Services with Frank Thatcher Associates, Inc. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as described in Exhibit "B" attached and incorporated herein. 3. DUTIES OF CITY. CITY shall perform the duties as described in Exhibit "C" attached and incorporated herein. 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR as described in Exhibit "D." Payment will be made monthly upon receipt by PROJECT MANAGER of itemized invoices submitted by CONTRACTOR. 5. TERM OF AGREEMENT. The term of this Agreement shall be for one year commencing on March 20, 1995, and ending on March 19, 1996. 6. TERMINATION. A. Discretionary. Either party may terminate this Agreement without cause upon thirty (30) days written notice mailed or personally delivered to the other party. B. Cause. Either party may terminate this Agreement for cause upon ten (10) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination notice, to the reasonable satisfaction of the party giving such notice, within thirty (30) days of the receipt of said notice. C. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. 03/22/95 11:44 AM 2 Agreement For Professional Services with Frank Thatcher Associates, Inc. D. Return of Documents. Upon termination, any and all CITY documents or materials provided to CONTRACTOR and any and all of CONTRACTOR's documents and materials prepared for or relating to the performance of its duties under this Agreement, shall be delivered to CITY as soon as possible, but not later than thirty (30) days after termination. 7. OWNERSHIP OF DOCUMENTS;CONFIDENTIALITY The written documents and materials prepared by the CONTRACTOR in connection with the performance of its duties under this Agreement, shall be the sole property of CITY. CITY may use said property for any purpose, including projects not contemplated by this Agreement. All data, documents, materials, discussions or other information developed or received by or for CONTRACTOR in the performance of this Agreement are confidential and shall not be disclosed by CONTRACTOR , or CONTRACTOR's officers, agents, and employees except as authorized by CITY, or as required by law. 8. INSPECTION AND AUDIT,. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 9. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obliga- tions hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 03/22/95 11:44 AM -3- Agreement For Professional Services with Frank Thatcher Associates, Inc. I 10. INSURANCE. A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A comprehensive general liability insurance policy in the minimum amount of one million ( $1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage; 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million ( $1,000,000) dollars per occurrence; 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million ( $1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by section 11. A., shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution; 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury; 3. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, and employees as additionally named insureds under the policies; 03/22/95 11:44 AM -4- Agreement For Professional Services with Frank Thatcher Associates, Inc. 4. CONTRACTOR shall provide to PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents and employees, as additional insureds under the policies; 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terms and conditions of said insurance policies except upon thirty (30) days written notice to CITY's PROJECT MANAGER; 6. If the insurance is written on a Claims Made Form, then, following termination of this Agreement, said insurance coverage shall survive for a period of not less than five years; 7. The insurance policies shall provide for a retroactive date of placement coinciding with the effective date of this Agreement; 8. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. D. Any deductibles or self-insured retentions in CONTRACTOR's insurance policies must be declared to and approved by the PROJECT MANAGER and the City Attorney. At CITY's option, the deductibles or self-insured retentions with respect to CITY shall be reduced or eliminated to CITY's satisfaction, or CONTRACTOR shall procure a bond guaranteeing payment of losses and related investigations, claims administration, attorney's fees and defense expenses. 03/22/95 11:44 AM -5- Agreement For Professional Services with Frank Thatcher Associates, Inc. 11. INDEMNIFICATION. CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, and employees, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR's officers, agents and employees in the performance of their duties and obligations under this Agreement. 12. NONDISCRIMINATION.. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 13. COMPLIANCE WITH ALL LAWS,. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 14. NO THIRD PARTY BENEFICIARIES.. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 03/22/95 11:44 AM -5- Agreement For Professional Services with Frank Thatcher Associates, Inc. 15. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the United States Postal Service. Notice shall be given as follows: TO CITY: Gene Pennington, Commander City of San Rafael 1400 Fifth Avenue P.O. Box 151560 San Rafael, CA 94915-1560 Voice: (415) 485-3044 Fax: (415) 485-3043 TO CONTRACTOR: Charles L. Ostrofe President Frank Thatcher Associates, Inc. 564 Market Street, Suite 612 San Francisco, CA 94104-5414 Voice: (415) 956-6118 Fax: (415) 956-3228 16 INDEPENDENT CONTRACTOR,. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 03/22/95 11:44 AM -7- Agreement For Professional Services with Frank Thatcher Associates, Inc. 17. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 18. SET-OFF AGAINST DEBTS,. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any moneys which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 19. WAIVERS. The waiver by either party of any breach or violation of any term, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, 03/22/95 11:44 AM -8- Agreement For Professional Services with Frank Thatcher Associates, Inc. condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 20. COSTS AND ATTORNEY'S FEES.. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 21. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CONTRACTOR's taxpayer identification number is 94-2771774, and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. 22. APPLICABLE LAW. The laws of the State of California shall govern this Agreement. 03/22/95 11:44 AM 9- Agreement For Professional Services with Frank Thatcher Associates, Inc. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL CONTRACTOR By: - City Manager Carie . Ostrof resident ATTEST: it�rk APPR .TO FORM: ity Attorney 03/22/95 11:44 AM -10- Agreement For Professional Services with Frank Thatcher Associates, Inc. I I*:I:II: DUTIES OF CONTRACTOR The following is a detailed description of our proposed efforts and techniques to accomplish the City's goals. It is separated into the four tasks specified in the "Scope" of the RFQ. Considering the cost and probable economic service life of modern, state-of- the-art radio equipment, CONTRACTOR suggest a target horizon for this study of not less -than fifteen years. Task 1. Needs Analysis RFQ Task Description: "A full description of the identified needs and requirements for an acceptable and reliable voice, data, mobile radio, and industrial microwave communications system." CONTRACTOR's Aooroach: CONTRACTOR considers this Task to be of paramount importance, because a thorough understanding of the existing radio systems and radio operations is the foundation upon which the success of the entire Project is dependent. The following are some broad categories of important information that will be explored in this Task: • Existing radio sites, equipment, and operations, including microwave links • Existing communications center equipment, arrangements, and operations • Expected growth and other additional demands for communications over future years • Budget and funding provisions and limitations 03/22/95 11:44 AM -11- Agreement For Professional Services with Frank Thatcher Associates, Inc. ! The first step in this task is to define the organizational relationships of radio planners and users within the City, and the key people at all levels. This will determine the appropriate contacts for further exploration. Subsequent steps will explore needs in detail. The City management and planning people who are identified as key to the project will be interviewed in depth. CONTRACTOR will also interview a sample of radio users, to explore the actual field experience with the existing radio system. This "real-life" information will assist in identifying the operating requirements of the radio system, and areas of particular interest for further study. In the interviews, CONTRACTOR will specifically pursue the following issues, which deal with the existing communications systems and operational arrangements, and other relevant issues that emerge during the work: • Organizational, financial, and attitudinal conditions that are likely to influence plans for a new radio system • Comments, complaints, and suggestions of the radio users • Effectiveness of radio propagation coverage; weaknesses, dead spots • Basic local statistics such as census, crime statistics, incident statistics, that may relate to radio system usage • Mutual aid and interoperability requirements with other agencies and communities • Radio traffic - volume, type, time flow, peakedness, channel discipline • Dispatching operations as they relate to radio system usage • Communications centers and control console arrangements • CAD and other computer systems and data bases that require integration with the radio system • Cost and reliability of microwave and leased telephone line interconnecting facilities 03/22/95 11:44 AM -12- Agreement For Professional Services with Frank Thatcher Associates, Inc. I • Condition, market value, and service history of existing equipment and facilities, for potential reuse • Location and condition of existing equipment buildings and towers • Potential sites for any new radio equipment • Operational and other deficiencies in the present system In developing a definition of the CITY's requirements, CONTRACTOR will pursue the following potential improvements in communications features, equipment, and arrangements: • Required system capacity for both voice and data • Required area of reliable radio coverage, and the acceptable standards of coverage. • Application and usage of Mobile Data Terminals: ➢ Type and volume of data to be transmitted ➢ Integration of MDT system with existing or modified CAD and other computer/data base systems ➢ Throughput capacity of radio system ➢ Traffic offsets that data transmission techniques (MDTs) may offer to reduce voice traffic • Requirements for any special transmission capability, such as Automatic Vehicle Location • Requirements for encryption • Requirements for other operating features; scanning, priorities, talk around, telephone interconnect, private conversation, emergency calls, etc. • Possible integration and/or reuse of existing radio sites, facilities, and equipment into a new system • Other desired operational features that would improve efficiency and enhance public safety 03/22/95 11:44 AM -13- Agreement For Professional Services with Frank Thatcher Associates, Inc. During the course of work on this Task, it is likely that CONTRACTOR will uncover other important issues that need to be studied and assessed, and CONTRACTOR will discuss these with the CITY representatives, and manage them as appropriate. The results of this Task, i.e., the analysis of the existing system, and summary of requirements, will be incorporated into a report at the completion of Task 3. Task 2. Development of Optional Plans RFQ Task Descriotion: "A full description of the various options available, (including the advantages and disadvantages of each option), and a cost estimate for each option." CONTRACTOR's ADDroach: In this task, CONTRACTOR will produce alternative conceptual plans, i.e., potential technical options, for a radio system that will satisfy the CITY's requirements. A cost estimate for each option will be developed. The advantages and disadvantages of each will be explained, and quantified if appropriate. CONTRACTOR will have started the process of developing options, and formulating concepts for an optimum system design, during the first task. In addition to considering all the information gathered on the existing system, and on the CITY's needs, in Task 1, the following other issues will be taken into consideration in developing a recommendation for an improved CITY radio system: Interoperability The RFQ was specific in requiring a system that is "totally compatible with other public -safety communications systems in Marin County". The CITY may remain within the 800 MHz band, and therefore would not be directly affected by the potential "refarming" changes, which address land -mobile radio frequencies below 512 MHz. (See Note 1 03/22/95 11:44 AM -14- Agreement For Professional Services with Frank Thatcher Associates, Inc. below) However, nearly all of the other public agencies in Marin County are licensed at VHF low- and high -band, and UHF, and therefore will be affected. This issue will need to be taken into consideration in addressing the capability for mutual -aid and other interoperability. Note 1: "Refarming" is the colloquial term for FCC Docket 92- 235, which is a Notice of Proposed Rule Making released by the FCC on November 6, 1992, to replace Part 90 of 47 C.F.R with a -iew Part 88. The overall intent of this Docket was to inc ease the radio channel capacity of Private Land Mobile Radio frequency channels below 512 MHz, to promote more efficient use of these channels, and to simplify FCC policies governing the use of these bands by business and public -safety agencies. Part 88 proposes fundamental changes to channel bandwidths, provides for channel exclusivity, consolidates the current 19 radio services, and imposes new and much more restrictive technical and operational standards, such as transmit power and antenna height. It also provides for transition periods for modifications of equipment to the new standards. As of this writing, the prognosis for the FCC's actions in modifying Part 88 and releasing it are not known. Since the original release, members of the FCC have given a number of opinions of the actual revisions, and of a release date. Each date has slipped. CONTRACTOR's view is that a revised Part 88 is not likely to be released for several months, if not later. Further, it appears clear that the technical restrictions proposed are not likely to be implemented in full force; rather, their effect will be mitigated by less stringent restrictions, and/or by delay in implementation. CONTRACTOR will also consider, if applicable, possible coordination with the long-term radio plans of other Marin County public -safety agencies. 03/22/95 11:44 AM -15- Agreement For Professional Services with Frank Thatcher Associates, Inc. Digital Trunking If a new trunking system is a viable option, digital transmission will be considered. CONTRACTOR has kept abreast of the continuing progress of the APCO 25 Project, which is the development of standards for digital trunking systems for public -safety applications, and which has adopted a standard "compatible air interface" (CAI) so that systems of different manufacturers can communicate on an RF basis. The APCO 25 Standards are now nearing completion, and systems are available in the marketplace that are claimed to be readily modifiable to the expected final standard. The conceptual plans developed in this task will cover the following: • Requirements for additional radio sites, and frequencies • Propagation coverage requirements, including consideration of simulcasting for wide -area coverage, and predictions of the effects of coverage overlap and mitigation of potential signal distortion effects • Applicability of digital transmission, for voice quality, and ease of encryption. • Microwave radio and/or fiber cable, and multiplex arrangements, and their economics compared to the cost of leased lines, if applicable • System capability for other enhancements; encryption, Mobile Data Terminals, other digital transmission for data • Communications center and CAD interface provisions • Practicability and cost advantages of reusing existing radio, site, and communications center equipment • Provisions for backup to failure modes of transmitters, receivers, power supplies, system controllers, comparators, emergency power, etc. 03/22/95 11:44 AM -16- Agreement For Professional Services with Frank Thatcher Associates, Inc. ! CONTRACTOR will work with CITY staff to develop an acceptable standard of system performance and reliability, and recommend specific steps to meet or exceed those standards. Because radio coverage is known to be an issue in this Project, CONTRACTOR will develop computer-generated maps for the prediction of the effectiveness of radio coverage from actual or potential transmit/receive sites, if it is necessary to verify propagation coverage. While several propagation models are available, CONTRACTOR is likely to propose the use of a modified Longley -Rice model for this application. The Longley -Rice model is based on theoretical calculations, and is adjusted for actual results realized by empirical results for effects that cannot be easily calculated, such as urban building development. These maps show the expected field strength from a defined transmitter site, in color on a Mylar transparent overlay to a USGS map. The field strength is shown in different colors to discriminate between marginal, satisfactory, and excellent transmission. Transmission from a mobile unit to a fixed receiver can be predicted on the same basis, through reciprocity. The computer program takes into account the terrain, diffraction, soil conductivity, urban development, foliage, and other factors. CONTRACTOR has found these predictions to be highly accurate and, appropriately, slightly conservative. The results of this Task, i.e., a description of conceptual plan options, will be incorporated into a report at the completion of Task 3. Task 3. Plan Recommendation RFQ Task Description; "A full description and discussion of a recommended plan of action, including the reasons for the recommendation." CONTRACTOR's Approach: Our development of conceptual plan options in Task 2 will lead us to select and recommend an option that CONTRACTOR judges as providing the most practical, cost-effective solution to the CITY's radio needs. In Task 2, CONTRACTOR will have described all practical options, with our 03/22/95 11:44 AM -17- Agreement For Professional Services with Frank Thatcher Associates, Inc. budgetary cost estimates, and advantages and disadvantages of each. In this Task, CONTRACTOR will give our recommendation, and provide our full rationale and justification for our selection. Deliverable As the product of the first three tasks, CONTRACTOR will prepare and submit a NEEDS ANALYSIS AND CONCEPTUAL PLAN, report that will document all the findings and studies made in Tasks 1 and 2, and provide our recommendation. It will cover an evaluation of the existing system, define the functional and operational needs for city radio communications, present alternate design concepts to satisfy those needs, with budgetary cost estimates, and explain our recommended design concept. CONTRACTOR proposes that the CITY would review and comment on this Plan and the recommendation. CONTRACTOR will modify the Plan as necessary to achieve the CITY's approval. However, CONTRACTOR expects that modifications should be minor, because CONTRACTOR will have kept the CITY's representatives fully aware of our progress and direction before submitting the formal Plan documentation. The final product of this Task, an approved NEEDS ANALYSIS AND, CONCEPTUAL PLAN, will be expanded into a full implementation strategy for the approved Plan, in Task 4. Task 4. Master Implementation Plan RFQ Task Description: "A recommended implementation strategy for completion of the plan of action, including a detailed work plan, budget and target dates for implementation and completion." CONTRACTOR's Approach: 03/22/95 11:44 AM -18- Agreement For Professional Services with Frank Thatcher Associates, Inc. I The purpose of this task is to further develop the conceptual plan alternative as prepared and approved by the CITY in Task 3 above, into a fully -detailed, phased Master Implementation Plan, which will cover: • The conceptual design of the system, and operating features • Description of equipment and facility additions required • Identification of the major phases of the system implementation • Scheduling of equipment procurement and installation to concur with the availability of funds, if new equipment is required • An implementation schedule, with detailed milestones • Training, maintenance and system documentation requirements • Reuse of existing equipment and facilities, to the degree practical and economical • Projection of investment and recurring costs • Any organizational/personnel impacts of the Plan • A detailed transition plan, with: ➢ Schedule ➢ Equipment additions and rep!acements ➢ Plans for continuation of critical operations while converting from old to new equipment The Master Implementation Plan will become the final design plan, and will be the foundation upon which technical specifications for equipment and/or system procurement can be built, by ether the CITY's staff or a qualified consultant. CONTRACTOR will also make formal presentations of the Plan to meetings of the CITY's staff, elected officials, or others. 03/22/95 11:44 AM -19- I Agreement For Professional Services with Frank Thatcher Associates, Inc. EXHIBIT C DUTIES OF CITY CITY shall provide work space, materials, and information to the CONTRACTOR as available and upon reasonable notice, including the following: 1. Total mobile and portable radios (and their distribution by department, if applicable) and age or date of purchase 2. Total desktop radio control telephone sets and location 3. All FCC licenses (except police radar guns) 4. Copy of the latest radio service contract (costs and maintenance item inventory) 5. Relevant staff reports on all radio system issues, including pre -design (memorandums or letters recommending a move from VHF low -band to 800 MHz), and later 6. Copies of any radio system Specifications and Vendors response 7. A technical contact inside or outside the department that is familiar with the current system configuration 03/22/95 11:44 AM -20- Agreement For Professional Services with Frank Thatcher Associates, Inc. EXHIBIT D COMPENSATION The proposed costs in the table below are based on our professional fee of $100/hour, for all personnel classifications, for the Scope of Work of this Project. The total costs for professional fees and expenses shall not exceed $29,400.00, without the advance written approval of the City Council. CONTRACTOR will be paid monthly, upon receipt by Project Manager of itemized invoices, based on oucumented time and expenses. Terms are net 30 days. Task Task 1. Needs Analysis Task 2. Development of Optional Plans Task 3. Plan Recommendation Task 4. Master Implementation Plan I Total Proposed Fees Hours Fee Expense Total $ $ 1 $ 801 8,000 1201 12,000 401 4,000 401 4,000 200 8,200 1,000 13,000 100 4,100 100 4,100 1,400 129,400 Because of the convenience of our office to San Rafael, travel expenses will be very small to negligible. The expenses listed in the above table are primarily for computer-generated maps in Task 2, if such maps are necessary. Other expenses are minor mileage, documentation, etc. 03/22/95 11:44 AM -21 -