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HomeMy WebLinkAboutSanta Clara County - 2004 Joint Funding Agreement for Data Communications Network SECOND AMENDED SANTA CLARA COUNTY DATA COMMUNICATIONS NETWORK JOINT FUNDING AGREEMENT This Second Amended Joint Funding Agreement ("Agreement") is made by and between the Cities of Campbell, Cupertino, Gilroy, Los Altos, Milpitas, Monte Sereno, Morgan Hill, Mountain View, Palo Alto, San Jose, Santa Clara, Saratoga, Sunnyvale, the Towns of Los Gatos, Los Altos Hills, the South Santa Clara County Fire District, County of Santa Clara, San Jose State University and the Santa Clara Valley Water District (individually referred to as "Network Participant" and collectively "Network Participants") and is dated for identification purposes this 1st day of September, 2004. Recitals WHEREAS, the Network Participants established the Silicon Valley Regional Interoperability Project ("SVRIP") for the purpose of creating county wide radio interoperability and a public safety radio and data communications network; and WHEREAS, achieving this objective will enable the real time exchange of event and resource information between and amongst automated and non-automated Public Safety Dispatch Centers and key stakeholder agencies within Santa Clara County to improve public safety and emergency services by enhancing field communications during emergencies, reducing response time of emergency resources and enabling intelligence information sharing amongst and between key stakeholder agencies; and WHEREAS, Network Participants desire to continue to participate in the SVRIP to design, architect and implement a county-wide regional radio interoperability and integrated data communications network system that can be implemented in each of the respective agencies 'at a significant cost savings to each Network Participant; and WHEREAS, the Network Participants also desire to integrate the SVRIP network solution(s) with other regions throughout the Bay Area for the purposes of enhancing public safety operations during regional disasters or other public safety operations; and WHEREAS, the Network Participants have committed to collaboratively solving interoperability and communication issues throughout Santa Clara County WHEREAS, Network Participants have previously established a Steering Committee to oversee and manage the SVRIP and coordinate interoperability, technological and any other initiatives that impact interoperability on a local or regional basis; and WHEREAS, the Network Participants have committed staff resources to research and assess the needs for the Network Participant agencies; and WHEREAS, each of the Network Participants have contributed an equal share of funds to establish the SVRIP; and WHEREAS, on November 3,2003, the Network Participants retained the professional services of Northrop Grumman Corporation ("NGC") to provide professional management services and to work with the Network Participants to define the scope of the SVRIP, research industry solutions and develop recommendations, create a system specification document, identify potential vendors, and prepare a Request For Proposal for a radio interoperability and data integration network solution; and SVRIP JFA 2nd Amend 090804.doc Page I of8 WHEREAS, the SVRIP has secured Federal Homeland Security funding, as allocated by the Operational Area Approval Authority, to assist in financing NOC's work for the SVRIP; and WHEREAS, the SVRIP is partnering with NGC to identify alternative funding sources; and WHEREAS, the SVRIP has secured approximately $713,000 in federal funding and together with Network Participant funds in the SVRIP account has purchased the required equipment to implement a single command and control interoperability radio channel (BayMACS) and contracted with Santa Clara County Communications (a Network Participant) to install and maintain the BayMACS radio system; and WHEREAS, the SVRIP is partnering with the City of San Jose (a Network Participant) and has received approximately $3.7 million in federal monies through the COPS FY 2003 Interoperable Communications Technology Program to serve as a "model interoperability solution" by implementing a regional microwave network that will serve as a "information pathway" for future interoperability solutions; and WHEREAS, the SVRIP is working with congressional representatives, and state and federal agencies to secure additional funding for interoperability solutions; and WHEREAS, the SVRIP is working with other regional interoperability initiatives in the Bay Area through the Urban Area Security Initiative (VAS!) Advisory Council and the Bay Area UASI Working Group; and WHEREAS, the SVRIP is currently in the design phase of the project and opportunities are arising to obtain federal funding and to participate in regional interoperability efforts through "Proof of Concept" and "Pilot" demonstration projects using state, federal or other alternative funds at no increased cost to the Network Participants; and WHEREAS, the composition of the Steering Committee should be expanded to reflect that interoperability has become a federal initiative and to allow the Network Participants to take advantage of current and future opportunities such as the availability of funding for interoperability, coordination and participation in interoperability initiatives on a local and regional level, and demonstration . or pilot projects; WHEREAS, the Network Participants previously approved a Santa Clara County Data Communications Network Joint Funding Agreement for the SVRIP in May 2001; WHEREAS, the Network Participants amended the Santa Clara County Data Communications Network Joint Funding Agreement for the SVRIP in March of 2002; and WHEREAS, Network Participants now desire to amend the Santa Clara County Data Communications Network Joint Funding Agreement to correspond to the current status and funding successes of the SVRIP. THEREFORE, the Network Participants hereby al'1lend the Joint Funding Agreement to read as follows: SVRlP JFA 2nd Amend 090804.doc Page 2 of8 A. Purpose In accordance with California Government Code Section 6502. the purpose of this Agreement is not to create an independent authority but to jointly exercise the purchasing and contracting power of all the Network Participants to: 1. Retain the professional services of consultants and/or related services for the conceptual design and implementation of a countywide and regional/multi-regional interoperability solution(s), and 2. Purchase hardware and/or software related to the SVRIP interoperability solution(s); and 3. To execute lease, installation and/or maintenance agreements for project equipment, and lease and/or license agreements for housing project equipment and leases for office space or lease expenses, on behalf of the SVRIP directly related to implementing SVRIP interoperability solutions; and 4. To work with federal and state agencies, congressional representative and private entities to fund participation in the costs related to demonstration projects, pilot projects and implementation of interoperability solutions / network(s); and 5. To establish and maintain a website to facilitate information sharing on behalf of the SVRIP and related Network Participant communication; and 6. To jointly apply for state, federal and/or private funding grants for SVRIP through the implementation phase of the project; and 7. To enter into agreements with other governmental agencies to achieve interoperability: and 8. To pay for SVRIP travel and other related expenses approved by the Steering Committee. B. Authorization Each Network Participant is authorized by its respective governing body or Board of Directors to jointly exercise the Network Participant's individual power as set forth herein. C. Steering Committee 1. a. Composition: (1) The Steering Committee shall consist of an odd number of members to allow for a clear majority vote. The following voting representatives shall be appointed from their respective associations on the SteeIjng Committee: (a) A City Manager from t.~e Santa Clara County/Cities Managers' Association; (b) A Fire Chief from the Santa Clara County Fire Chief s Association; (c) A Police Chief from the Santa Clara County Police Chief s Association; (d) The Santa Clara County Executive or his or her designee; SVRIP JFA 2nd Amend 090804.doc Page 3 of 8 (e) A Metropolitan Statistical Area Representative from the San Jose VAS!; (f) A Data Project Director designated by a majority vote of the Steering Committee; (g) A Radio Project Director designated by a majority vote of the Steering Committee; (h) A representative from the Public Safety Communications Manager's Association; (i) A Project Coordinator designated by a majority vote of the Steering Committee; (2) Ad hoc Members. The Steering Committee shall include the following non-voting Ad Hoc representatives: 1. Project Attorney(s) designated by the Steering Committee; 2. Finance Director or designee from the Network Participant serving as Fiscal Agent for the SVRIP; 3. Public Information Officer (PIO) from a Network Participant agency, and designated by the Steering Committee, for coordinating media relations related to the SVRIP; and 4. Other Network Participant agency staff as required and as determined by the Steering Committee 2. Voting. It has been the practice of the Steering Committee to act by consensus. In the event that the Steering Committee is not able to reach a consensus on an issue, a majority vote of the voting representatives shallbe determinative. 3. Changes in Committee Membership. Any modifications to the composition of the Steering Committee will be determined by a majority vote of the Steering Committee. However, No voting representative position on the Steering Committee may be eliminated without the approval of the represented entity or association. The Steering Committee shall ensure that the Network Participants are notified of changes in the Steering Committee membership. 4. Authoritv a. Delegation of Authority. Each Network Participant hereby grants the Steering Committee authority to act on behalf of the SVRIP to: (1) purchase professional services, and radio, computer or telecommunications hardware/software, other services or goods directly related to the SVRIP as provided herein; (2) lease real property for housing project equipment or for office space; (3) . purchase installation and/or maintenance services from individual Network Participant agencies or 3rd party vendors related to systems implemented as part of the SVRIP; (4) apply for state, federal and/or private alternative funding grants on behalf of the Network Participants for the SVRIP; (5) participate in demonstration projects related to the SVRIP; (6) receive and spend any grant funding or other funding obtained on behalf of the SVRIP; (7) execute and administer any agreements that may be necessary to exercise the authority granted in this paragraph; (8) meet with state and federal governmental agencies and political representatives regarding the SVRIP; and (9) pay for SVRIP travel and project related expenses approved by the Steering Committee. b. Limitation. The Steering Committee is authorized to spend only those monies: (1) previously paid by each of the Network Participants under the March 5, 2002, Amended Santa Clara County SVRIP JFA 2nd Amend 090804.doc Page 40fB Data Communications Network Joint Funding Agreement; and (2) any grant funding received by the SVRIP provided the funding is spent in accordance with any and all requirements of any applicable grant, purchasing or bidding regulations. D. Duties and Responsibilities of Fiscal Agent 1. Agencv/Trust Account: A Network Participant shall serve as the Fiscal Agent for the SVRlP. The City of Mountain View currently serves as the Fiscal Agent for the SVRlP. The Fiscal Agent shall deposit all the payments it receives on behalf of the Network Participants, including any grant or alternative funding into an Agency/ Trust Account.. In lieu of an administrative fee for administering the account, no interest shall accrue to the account. The Steering Committee shall designate in writing three (3) Steering Committee members who have legal authority to approve invoice payment requests related. to the SVRIP. Upon receipt of written authorization from two (2) of the three (3) designated Steering Committee designees, the Fiscal Agent shall make payments on behalf of the Network Participants pursuant to an executed agreement with the Network Participants. 2. Use of Funding: The Fiscal Agent shall only spend the monies received under this Agreement in accordance with section C.4 of this Agreement, upon receipt of an approved invoice from the Steering Committee, and in accordance with any applicable grant requirements or other regulations. 3. Grant Reporting: and Audit Requirements: The Network Participants shall be responsible for any reporting or audit requirements and related costs required for any grant funding received by the SVRIP. The Steering Committee shall coordinate any required reports or audit responses. The Fiscal Agent, and any other Network Participant, shall respond to any reasonable requests from the Steering Committee for information that may be required to comply with grant reporting or audit requirements. 4. Accounting: Except as may be required by any applicable grant agreement, no more than twice per fiscal year and only upon receipt of written request from the Steering Committee, the Fiscal Agent will provide an accounting to the Steering Committee of the monies paid from the Agency/Trust Account pursuant to this Joint Funding Agreement. E. Term. This Agreement shall terminate upon written notice from the Steering Committee that the objectives of the SVRIP have been achieved. Such notice will include a plan for the disposition of all assets held on behalf of the Network Participants. Upon receipt of that notice, the Network Participants shall have thirty (30) days to register any objections in writing with the Steering Committee relating to this Agreement. Any Network Participant may withdraw from this Agreement effective at least one hundred twenty (120) days prior written notice to each of the other Network Participants. The Network Participants acknowledge that they have already received the maximum benefit of their financial contribution to the SVRlP and a Network Participant is not entitled to any reimbursement of its contribution upon withdrawal from the SVRIP. SVRIP JFA 2nd Amend 090804.doc Page 5 of8 F. Indemnification. In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the Network Participants pursuant to Government Code Section 895.6, the Network Participants agree that all losses or liabilities incurred by any Network Participant shall not be shared pro rata but instead each of the Network Participants agree that pursuant to Government Code Section 895.4, each of the Network Participants hereto shall fully indemnify and hold each of the other Network Participants, their officers, board members, employees and agents, harmless from any claim, expense or cost, damage or any liability arising out of the performance of this Agreement, payments or purchases made by the Fiscal Agent pursuant to the terms of this Agreement or the acts of the Steering Committee on behalf of the Network Participants. G. Notices. All notices required by this Agreement will be deemed given when in wntmg and delivered personally or deposited in the United States mail, postage prepaid, return receipt requested, addressed to the other Network Participants at the addresses set forth on the signature pages of this Agreement or at such other address as the Network Participants may designate in writing in accordance with this section. H. Governing Law. This Agreement has been executed and delivered in, and will be construed and enforced in accordance with, the laws of the State of California. Proper venue for legal action regarding this Agreement will be in the County of Santa Clara. I. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be void, invalid or unenforceable, the same will either be reformed to comply with the applicable law or stricken, if not so conformable, so as not to affect the validity or enforceability of this Agreement. ~R.OVEDASTOFO~) ):t1t1;{~f L>- --- Id"~~e Quinn, Senior Assistant City Attorney { ~ntain View SVRIP JFA 2nd Amend 090804.doc Page 6 of8 The Network Participants have caused this Amended Agreement to be executed by their duly authorized representatives. CITY OF CAMPBELL CITY OF CUPERTINO QJJ~~ David Knapp, City Manager City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 , . :Administrator ilroy osanna Street Gilroy, CA 95020 C~OS ALTOS ~ Phil Rose, City Manager City of Los Altos 1 North San Antonio Road Los Altos, CA 94022 Maureen Cas singham, Town Town of Los Altos Hills 25379 Fremont Road Los Altos Hills, CA 94022 TOWN OF LOS GATOS ~::.na;r Town of Los Gatos 110 E Main Street Post Office Box 949 Los Gatos, CA 95031 Thomas Wi1~on, City Manager City of Milp~ 455 E. Calaveras Boulevard Milpitas, CA 95035 CITY OF MONTE SERENO Bri~~~ City of Monte Sereno 18041 Saratoga-Los Gatos Road Monte Sereno, CA 95030 CITY OF MORGAN HILL ~=g~ City of Morgan Hill 17555 Peak Avenue Morgan Hill, CA 95037 CTY OF MOUNTAIN VIEW J(C1 Kevin Duggan, 1 City of Mountain View 500 Castro Street Post Office Box 7540 Mountain View, CA 94039 SVRIP JFA 2nd Amend 090804.doc Page 7 of 8 CITY OF PALO ALTO ~ Frank Benest, City Manager City of Palo Alto 250 Hamilton Avenue Post Office Box 10250 Palo Alto, CA 94303 CITY OF SAN JOSE ~~- Del Borgsdorf, City ager City of San Jose 801 North First Street, Room 436 San Jose, CA 95110 CITY OF SANTA CLARA COUNltIANT1U Pete Kutras, Jr., County Executive Santa Clara County 70 West Hedding Street Eleventh Floor, East Wing San Jose, CA 95110 CITY OF SARATOGA C$~ ~ Dave Anderson, City Manager City of Saratoga 13777 Fruitvale Avenue Saratoga, CA 95070 Suo JOSE STATE UNIVERSITY .L f Jl~ Andre Barnes, Chief of Police San Jose State University Police One Washington Square San Jose, CA 95192 SOUTH SANTA CLARA COUNTY FIRE DISTRICT -- A ' ~.,.~ Steven W oodill, Fire Chief South Santa Clara County Fire District Protection 15670 Monterey Street Morgan Hill, CA 95037 SANTA CLARA V ALLEY WATER DISTRICT tanley M./Williams, Chief Executive Officer Santa Clk'~ Valley Water District . 5750 Almaden Expressway San Jose, CA 95118-3614 rUNN\~ ALE , Amy Chan, . ty anager . City of Sunnyvale 456 W. Olive Avenue Sunnyvale, CA 94086 Final SVRlP JFA 2nd Amend 092804.doc Page 8 of8