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Home My WebLink AboutSVRIA - Reimbursement AgreementREIMBURSEMENT AGREEMENT BETWEEN THE SILICON VALLEY REGIONAL INTEROPERABILITY AUTHORITY AND CITY OF GILROY This Reimbursement Agreement (-AG REP MENT') is made and entered into -this- 7-/Aay of 0 2gL4,�)kv-2017, by and between the SILICON VALLEY REGIONAL INTEROPERABILITY AUTHORITY, a California Joint Powers Authority ("SVRIA"), and CITY OF GILROY ("GILROY") (toogether4Parties"). RECITALS The following rechkals are a substantive portion of this AGREEMENT: WHEREAS, in 2010, the Cilles of Campbell, Cuperlino, Gilroy, Los Altos-, Milpitas, Monte Sereno, Morgan H1111, Mountain View, Palo Alto, Santa Clara, San Jose, Saratoga, and Sunnyvale-, the Town of Los Gatos, and the County of Santa Clara (collectively "MEMBERS") entered into a joint powers agreement CJPA Agreement") to form the Silicon Valley Regional Interoperability Authority ("SVIRIA"), wfth simillar goals ane, purpose as commenced under the Joint Funding Agreement-, . WHEREAS, on 171h Day of June, of 2015, CITY and SVRJ.� entered into a Memorandum of Understanding (uMOU") to docurne.-nt the funding end construction of the Silicon Valley Regional Communication System ("SVRCS"),, and WHEREAS, in December 2015, SVRIA and Motorola entered into a-, coniract for the. desion and construction of the entire SVRCS: and L 1 9 WHEREAS GIRLOY rea "res, services. from MOTOROLA and MOTOROLA AND J ul I or COUNTY OF SANTA CLARA COMMUNICATIONS OEPARTIVIEEll (C-OUNTY COMM) for the purposes of providing, Con :ore Monitoring and Maintenance Services; q WHEREAS, the SYRIA has agreed, to facilitate those selrvices, by entering into a separate agreernents with the MOTOROLA and COUNTY COMMA to provide services to GILROY, w4h GILROY-reimbursing, SYRIA for the full amount of each'Involce- paid to MOTOROLA or COUNTY COMM on behalf of GILROY for those., services; and WHEREAS, the ,SPA at Section 7.11 requires any agreement for the bane it of one or more members to be approved by the' forking Committtq-, and the Board of Directors and this AGREEMENT has been approved by the Workinc Committee and aoard of 0ireC:t'QrS*, and WHEREAS, this AGREEMENT memorializes, the commitnt-lent of GILROY to reirriburse SYRIA for all actual costs paid in for console maintenance-, services Bern MOTOROLA and COUNTY CONIM for dILROY. Page 1 of 5 k 1 1140W, THEREFORE, for good and valuable wnstderation, the adequacy and sufflclenr'y of wBich is here'by acKnowledged, the Parties hereby agree as follows. SECTION 1. AGREEMENT WITH MOTOROLA and SANTA CLARA COUNTY COMMUNICATIONS DEPARTMENT SVRIA has or will enter into an - agreement with MOTOROLA and COON —P( COMM to provide Console Monitoring and Maintenance services, These costs and expenses are not the responsibility of the SVRIA and will be reimbursed by GILROY, SECTION 2. CITY AGREEMENT TO REIMBURSE GILROY agrees to reimburse SVRIA for all costs incurred and billed by the art 0TOROLA and COUNTY COMW GILROY shall reimburse SVRIA within thirty (30) days of the presentation of an invoice for services rendered by the MOTOROLA and COUNTY COMM for the benefit of GILROY. The reimbursement will be paid to the County Of Santa Mara acting as (lie Fiscal Agent for the SVRIA. SECTION 3. TERM This Agreement shall be in effect for two ypars from the date of execution SECTION 4. MUTUAL. INDEMNIFICATION In lieu of and notwithstanding the pro, rata risk ailocation which might other wit's-e be Imposed between the parties pursuant to Govemment Code, Section g5. a, the parties agree that all losses or liab.flitfes incur red by a party shall not be shared pro rata but instead the papas agree that pursuant to Government Code Section 895,4, each 04 the parfids hereto shall fully indemnify and hold each of the- other parties, their Officem, board members, employees and agents, harmless from any qla4n, expense or cost, dame age or fiability imPosed for injury (as dal-fined by Qovernment Code Section 810-3) occurrfng by reason of the. negligent acts or omissions or willful misconduct of the indemnifying party, its offic er s-, board members{ to -such party under this Agreerrizamt. No party, no], any officer, board member, eryiptoyee or agent employees or agents, und-eir or in connec-tion w(th or arising out of any wofl, authorlty or jurisdiction delegated thereof shall be responsible for any damage or liability occurriTlg by reason of the negligent acts or ornissions or willful misconduct of other parties hereto, their officers, board members, employees or agents, under or in connect-Ion with or arising -out of any work, authchty or JUriisdTiction delegated to SLJch other parties under this Agreement, SECTION 5. ASSIGNMENT This AGREEMENT shall, be binding upon and shall inure to the b4 nefit of the successors of the Parties, No Party m by assign any nights or obligations, hereunder without the written consent of the other Party, except as provided herein. Page 2 of 5 SECTION 6. NO WAIVER No waiver by eilher Party of any breach or default of any of the covenants or agreements herein shall be deemed to be a waiver as to any subsequent and/or similar breach or default SECTION 7. WAIVER OF PERSONAL LIABILITY No board member, officer, attorney or employee of GILROY or SYRIA shall be individually or personally liable under this AGREEMENT SECTION 8. NOTICES All deliveries, notices, requests. demands or ether communications provided for or required by this AGREEMENT shall be in writing and shall be deemed to have been given when sent by registered or certified mail, return receipt requested or when seat by overnight carrier Notices shall be addressed to, SVRIA Heather Tannehill- Plamondon Executive Director, SYRIA 601 El Camino Real Santa Clara. CA 95050 Telephone 40" 15- 5571 Email �hplamondon@svrna org Gilroy-, k h A Party may change its Notice contact or Notice address by written Notice to the other Party Such change becomes effective no sooner than ten (t Q) days after the date of such Notice. SECTION 9. ENTIRE AGREEMENT This AGREEMENT and attached exhibits incorporate all the agreements, covenants. and understandings between the Parties concerning the subject matter hereof, and all such agreements covenants., and understandings have been merged into this AGREEMENT No prior agreement or understanding, verbal or otherwise, of the Parties or their agents shall be valid or enforceable unless embodied in this AGREEMENT SECTION 11. COUNTERPARTS This AGREEMENT may be executed in one or more counterparts_ each of which shall be deemed to be an original, but all of which together shall constitute one and the same Page _ of SECTION 12. GOVERNING LAW and VENUE California law governs the AGREEMENT's performance and interpretation If a Party tro this AGREEMENT brings a Lms0 connected to this AGREEMENT, the Parties agree that venue shall be excliisively vested in the State Courts of the Cwnty of Santa Clara IN WITNESS OF, the Parties have executed the AGREEMENT through their duty authorized representatives as of the last date set forth below -GILROY" Crty of Gilroy By *,.SJ APPROVED AS TO FORM AND SILICON LEGALITY II TEROF California Wn Gary Baum General Counsel Reorma.—sement Aoreement SVRiA ;County) Garoy c 8-15-1 7 Pauze 4 of 5 VALLEY REGIONAL ALITY AUTHORfTY, j ZhW.-,Author-dy °r Tainehifl-Plarnondon ke Director 2017 Pricing and Services This agr mt includes rnzd peenic intenance &- suppon servicies ror CiLV Of GlItOV'S, I I ;) i Milo (2) dispalch, site locations, and Five (- mCC dispoicli consoles, Page 55, of 5 City of Gilroy SVRIA)PA Maintenance,& 5upport 201 7 C cn ro c I' tame 711/1 7 - 6130/18 r mo,04*olo 1 County onsite SVRIA N--twork MGn'ktotD-no,-CTD 1,815.2-4 Techlllical Suppol-E 962.04 S Cv St o me( —I ech n1cia p Di Spa't."C'n- lomite - Rasuf-r . .. . ..... . .... 7, of 7,770.00 Prakoeo)tive Mainofervanve, I evel 1 1,11,97,00 S 1,19T,00 Infrast-ruct Lire Repair Advanced Ri.,pLacement N.--twork Securay Monaoting $ 1,514.04 1,514.04 Securifity, Update Spervic?,-4 $ 24,556-.'36 Total l $11,617.24 1 8,96T00- $20,664.24 This agr mt includes rnzd peenic intenance &- suppon servicies ror CiLV Of GlItOV'S, I I ;) i Milo (2) dispalch, site locations, and Five (- mCC dispoicli consoles, Page 55, of 5