CONTRACT 4065 Service Agreement CLOSED4065.
AGREEMENT FOR EMERGENCY POLICE & FIRE DISPATCH SERVICES
THIS AGREEMENT FOR EMERGENCY POLICE AND FIRE DISPATCH
SERVICES ( "Agreement ") is entered into as of the date set forth below by and between the City
of El Segundo, a general law city and municipal corporation ( "City ") and the South Bay
Regional Public Communications Authority, a joint powers authority ( "Authority ").
RECITALS
A. City desires that the Authority provide dispatch services to its police and fire
departments.
B. Authority represents that it possesses the requisite expertise, equipment, personnel
and qualifications to provide such services to City.
C. By this Agreement, the parties desire to set forth the terms and conditions under
which the services are to be provided to City.
NOW, THEREFORE, in consideration of the foregoing, and the promises and covenants
hereinafter set forth, the parties agree as follows:
Term of Agreement. The initial term of this Agreement shall be for a period of ten (10)
years commencing from October 1 , 2010, and expiring on September 30 , 2020.
Services as described below shall commence at midnight onSeptember 28 , 2010.
Thereafter, this Agreement shall automatically renew for additional one (1) year
periods unless City gives written notice of its desire to terminate the Agreement on or
before the 601h day before the anniversary /renewal date. Authority may terminate this
Agreement at the end of the initial ten year term or thereafter, by giving City written
notice one (1) year in advance of its intent to terminate.
2. Frequency Sharing.
a. Authority Channels. Subject to and in conformance with Section 90.421 and
90.421(a) of the rules and regulations Federal Communications Commission (FCC)
and any such successor rules and regulations, and for as long as this Agreement is
in effect, Authority shall permit the City to use in the City's mobile and portable
transmitter units all radio frequency assignments that are licensed to Authority and
its members and not licensed to City (the "Authority Channels ") for the City's use in
connection with emergency police and fire communications services provided by
Authority.
b. City Channels. City will continue to maintain in its own name FCC authorizations
covering the use of the frequency assignments 453.775, 155.430, 154.130, 154.280,
154.355, 153.860, 155.055, 471/474.3375, and 472/475.5375 (the "City Channels ")
in the mobile, portable transmitter units, and /or City Site Transmitters (defined as
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the sites located at El Segundo Police Department and at Pacific Corporate Towers)
licensed by the FCC for use by City for emergency police and fire communications.
The City hereby designates, pursuant to and in conformance with, Section 90.463(a)
of the FCC's rules and any successor regulations, the Authority as its agent to
control the City Site Transmitters. The foregoing notwithstanding, Authority
acknowledges that City also operates certain of the City Channels pursuant to the
FCC authorization bearing the call sign WQKG689 and will not interpose an
objection to City's continued use of those City Channels consistent with that
authorization, so long as such use causes no harmful interference to Authority's use
of the City Channels on behalf of City. If City obtains the use of additional
frequency assignments, those frequency assignments are not subject to this
Agreement and are for the exclusive use of City unless City otherwise specifies in
writing.
Rights to City Channels Upon Termination. City and Authority agree that, upon
termination of this agreement: (i) any and all rights to the City Channels vest
exclusively in City; (ii) Authority expressly waives any claims or rights to the City
Channels; (iii) Authority must promptly modify any FCC authorizations it holds
and cause its members to modify any FCC authorizations they hold to delete
authority permitting the use of the City Channels by Authority or its members; (iv)
at the City's request, Authority must promptly modify any equipment it operates
and cause its members to modify any equipment they operate to remove the ability
of that equipment to use the City Channels; and (v) Authority shall promptly
modify its dispatch console and related equipment so that it is no longer capable of
controlling the City Site Transmitters.
d. Rights to Authority Channels Upon Termination. City and Authority further agree
that, upon termination of this agreement: (i) any and all rights to the Authority
Channels shall vest exclusively in Authority; (ii) City expressly waives any claims
or rights to the Authority Channels; (iii) City must promptly modify any FCC
authorizations it holds to delete authority permitting use of the Authority Channels
by City; and (iv) at the Authority's request, the City must promptly modify any
equipment it operates to remove the ability of that equipment to use the Authority
Channels.
e. Shared Channels. City and Authority further agree that as to any frequencies that
are licensed to both City and Authority by the FCC as of the date of this Agreement
(the "Shared Channels "), this Agreement shall not in any way effect a change in the
rights and obligations of City and Authority under those licenses.
3. Dispatch Services.
a. Authority shall provide City with emergency police and fire dispatch services on a
24 hours, 7 days per week basis utilizing Authority's dispatch and control station
transmitter facilities located in the City of Hawthorne. Authority shall use the least
congested frequencies from among the City Channels, Authority Channels and
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Shared Channels to provide dispatch services. Authority shall establish a separate
dispatch console for providing dispatch services to City's Police Department. City's
Fire Department shall be dispatched by the Authority's multi - agency fire dispatch.
Authority shall add one additional full -time call taker to current staffing.
b. The Authority shall to the extent permitted by the FCC rules, provide access to and
share its radio telecommunications infrastructure and facilities with City in
connection with emergency police and fire dispatch services provided by Authority
to City.
4. Equipment Installation Maintenance & Repair Services of Mobile and Portable
Equipment. Equipment installation, maintenance and repair services apply to current
and future emergency lighting, sirens, mobile data computers, mobile and portable
radio equipment, audio /video equipment (collectively "emergency equipment ") used in
vehicles' of City Police Department, Fire Department, and Public Works Department.
Authority shall install and maintain emergency equipment. City shall bear the cost of
purchasing new or replacement lights, sirens and Authority - installed emergency
equipment, including mobile and portable radios. When possible, the repairs required
of the mobile and portable radios and MDCs will be done by Authority staff. However,
repairs exceeding the capabilities of Authority staff will be sent to an outside vendor for
an estimate of charges and after obtaining City's approval of such estimate, the
Authority may authorize the repair of such equipment, the costs of which shall be,
billed by Authority back to City. As a result of Police and Fire Task Force action, the
Authority's Technical Department maintains specific types of mobile radios, portable
radios and MDCs. For standardization purposes, City will be provided specifications
for Authority - recognized equipment. If City requests in writing that Authority
purchase equipment, material, apparatus and parts specifically and solely intended for
installation and or maintenance of City's equipment under this Section, City will be
billed separately by Authority for the cost of such purchases.
5. Consolidation of Personnel. See Exhibit 1 incorporated herein by reference.
6. Consideration for Services. In consideration for the dispatch services provided by
Authority to City in this agreement, City shall pay to Authority the fees described in
this Section.
a. An annual fee in the amount of $1,150,000.00 (One Million One Hundred & Fifty
Thousand Dollars) for the first year of service. City may elect to pay the annual fee
in monthly installments as provided in subparagraph (d) below.
b. The annual fee shall be increased or decreased each year this Agreement is in effect
based on the Consumer Price Index (CPI -U) used for the Counties of Los Angeles,
Orange and Riverside. However, in no event shall any increase or decrease in the
annual fee exceed 5% (five percent). Authority shall notify City by March 1 of
each year this Agreement is in effect of the CPI -U adjustment for the ensuing year.
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c. Unless City elects to make payment in monthly installments, the annual fee for
services to be paid to Authority by City shall be paid in four equal installments.
d. At City's election, Authority shall furnish City monthly or quarterly invoices for
emergency police and or fire dispatch services, at least thirty (30) days before the
due date of installment payments. A five percent (5 %) penalty shall attach to
service payments received by Authority's Treasurer one to seven days late, and a
ten percent (10 %) penalty shall attach to service payments received by Authority's
Treasurer and which are more than seven days late.
e. Consideration for Additional Services: City shall also pay to Authority a total
annual fee of $15,000.00 (Fifteen Thousand Dollars), as specified below for
Authority to maintain the equipment located at the City sites defined below:
Transmitter Site located at City of El Segundo Police Dept.
- - - -- ($5,000.00)
Transmitter Site located at Pacific Corporate Towers
- - - -- ($5,000.00)
Receiver Site located at 2401 El Segundo Boulevard
- - - -- ($2,500.00)
Receiver Site located at West -side of Chevron refinery
- - - -- ($2,500.00)
Authority is responsible for all costs related to the maintenance of the equipment
located at the City Sites and must pay the costs of upgrading or replacing the
equipment located at the City Sites when required. There are no rental costs or
written leases associated with the City Sites, except for the site designated as
Pacific Corporate Towers. City agrees that the cost of renting space at the
transmitter site located at Pacific Corporate Towers shall remain City's obligation
and City shall continue to be the lessee of that transmitter site. It is further agreed
that if upon assuming the obligation for maintenance of the equipment at City sites,
Authority determines that any of the City sites are not necessary for providing
optimal radio coverage to City then, with express written permission by City, any
such site shall be decommissioned and the annual fee of $15,000.00 (Fifteen
Thousand) Dollars) shall be reduced by the appropriate amount as specified above -
herein. If Authority determines that any of the City Sites provides a regional benefit
regarding the Authority's dispatch services, then Authority, with express written
permission by City, shall assume all financial responsibility including, without
limitation, making lease payments, for any such site and City shall be relieved of
any further obligations regarding any such site. If Authority later determines that
any former City Sites are not needed to provide the Authority's dispatch services
and Authority desires to decommission those City Sites, Authority will (i) provide
assurance to City that its coverage will not be compromised by such
decommissioning and (ii) will undertake reasonable efforts to allow, at City's
election, City to re- assume the obligations associated with operating from the
former City Sites.
7. Nature of Agreement. This agreement shall not convey to City any duties, obligations,
responsibilities or privileges of membership in Authority; City is contracting for service
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only. Authority and City agree that this agreement shall not confer on City any rights
to the assets of Authority.
8. Dispute Resolution. City and Authority shall attempt to settle any claim, dispute or
controversy arising from this Agreement through consultation and negotiation in good
faith and in a spirit of mutual cooperation. If those attempts fail, the dispute shall be
mediated by a mediator chosen jointly by City and Authority within thirty (3 0) days
after notice by one of the parties demanding non - binding mediation. Neither party may
unreasonably withhold consent to the selection of a mediator, and City and Authority
shall share the cost of the mediation equally. The parties may agree to engage in some
other form of non - binding alternate dispute resolution ( "ADR ") procedure in lieu of
mediation. Any dispute that cannot be resolved between the parties through negotiation
or mediation within two months after the date of the initial demand for non - binding
mediation may then be submitted to a court of competent jurisdiction in the County of
Los Angeles, California. If a lawsuit is necessary to resolve any dispute arising out of
any of the provisions of this agreement, the prevailing party in such action shall be
entitled to reasonable attorney's fees and costs of suit as adjudicated and determined by
the Court.
9. Indemnification.
a. City agrees to indemnify, hold harmless and defend Authority and all its successors
and assignees, and its officers, directors agents and employees from any and all
claims, demands, loss, damages, actions, causes of action, suits, expenses and or
liability whatsoever, including attorney's fees and costs of suit, arising from or
occasioned by any act, omission or negligence of the City of El Segundo or its
agents, officers, servants or employees, in the performance of this Agreement.
b. Authority agrees to indemnify, hold harmless and defend City and all its successors
and assignees, and its officers, directors agents and employees from any and all
claims, demands, loss, damages, actions, causes of action, suits, expenses and or
liability whatsoever, including attorney's fees and costs of suit, arising from or
occasioned by any act, omission or negligence of Authority or its agents, officers,
servants or employees, in the performance of this Agreement.
10. Governing Law. The rights and obligations of the parties hereunder shall be governed
by, construed and enforced in accordance with the laws of the State of California.
Venue for any action arising from this Agreement shall be the Los Angeles Superior
Court or appropriate federal district court for the Central District of California.
11. Entire Agreement. This Agreement contains the full and entire agreement between and
among the parties with respect to the entire subject matter hereof and supersedes any
and all previous or contemporaneous agreements and discussions, whether written or
oral. Any and all prior or contemporaneous discussions, negotiations, writings,
commitments and /or undertakings are merged herein, and no representations by any
party not embodied herein shall be valid or binding.
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12. Amendments to Agreement. This Agreement may be amended only by a subsequent
agreement in writing signed by all parties to this Agreement.
13. Severability. The invalidity in whole or in party of any provision of this Agreement
shall not void or affect the validity of any other of the provisions of this Agreement.
14. Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original; however, all such counterparts shall constitute but
one and the same instrument with the effective date hereof being the date set forth
below herein.
15. Authority to Execute. Each person signing this Agreement warrants and represents that,
to the extent he or she is executing this Agreement for and on behalf of an entity, he or
she has been fully empowered and properly authorized to execute this Agreement for
and behalf of said entity, and instructed by those having the requisite authority to cause
said entity to make and enter into this Agreement.
16. Notices. Notices shall be given pursuant to this Agreement by personal service on the
party to be notified, or by written notice upon such party sent by Registered Mail of the
United States Postal Service addressed as follows:
CITY: Attention: City Clerk
City of El Segundo
350 Main Street
El Segundo, CA. 90245
AUTHORITY: Attention: Executive Director
South Bay Regional Public Communications Authority
4440 West Broadway, Hawthorne, CA. 90250
The notices shall be deemed to have been given as of the date of personal service, or
three days after deposit of the same in the custody of the United States Postal Service.
City agrees to provide any required notice to Authority at or addressed to any new
headquarters /facility that Authority may move to, upon the City being advised of
Authority's new address. Authority agrees to provide any required notice to City at or
addressed to any new headquarters /facility that City may move to, upon the Authority
being advised of City's new address.
17. Default. In the event of default by either party hereto, upon written notice by the non -
defaulting party, the defaulting party shall have 30 days to cure any default hereunder
unless such relates to the provision of emergency services, in which event the
defaulting party shall be required to cure a default as soon as is practicable. Failure to
cure a default as required by this section shall constitute a material breach of this
Agreement and grounds for immediate termination for cause.
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18. Joint Drafting. Should a dispute arise respecting this Agreement, the Agreement shall
be interpreted as though it were jointly drafted by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement entered into this
28thdayof July ,2010.
CITY OF EL SEGUNDO SOUTH BAY REGIONAL PUBLIC
(-0 CATIONS AUTHORITY
{ it Manager RALPH MAIIELOUX, Executive Director
APPROVED R : AP R VED AS TO FORM:
MARK HE C' ttorney
Y B
B RL H. BERG ESQ. y KUNLE ADERONMU ESQ.
ssistant City tt ey Legal Counsel for Authority
fiFEST' " 2!C�tn^
City Clerk
City of El Segundo
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Amended March 10, 2010
Exhibit 1
AGREEMENT FOR CONSOLIDATION OF PERSONNEL BETWEEN
REPRESENTA'T'IVES OF THE CITY OF EL SEGUNDO AND THE SOUTH BAY
REGIONAL PUBLIC COMMUNICATIONS AUTHORITY
The City of El Segundo ( "City ") and the South Bay Regional Public
Communications Authority ( "Authority ") are presently in negotiations regarding an
agreement for provision by the Authority of emergency police and fire dispatch services
for the City of El Segundo. Representatives of the City have been meeting both with the
Authority and with Teamsters Union Local 911, which represents the City of El Segundo
unit consisting of the dispatch personnel that would be consolidated into the Authority
should the agreement for services be implemented.
As a result of the meetings that have occurred regarding employment matters, the
City and Authority agree that if the parties enter into an Agreement for provision of
dispatch services, that Agreement shall include the following under the caption of
Consolidation of Personnel:
Seniority — The ten (10) most senior City employees shall be credited with
Authority seniority equivalent to the seniority held by the City employee
at the time of employment by the Authority.
All remaining City employees hired by the Authority shall have Authority
seniority equivalent to the actual time of employment with the Authority
only. However, upon separation of one of the ten (10) more senior City
employees, one affected City employee shall have his/her seniority with
the Authority increased to represent the time of service with City, as well
as the time of service with the Authority. This process shall be repeated if
a second more senior City employee separates from the Authority.
Former City employee seniority as defined in this section, shall be utilized
to determine City employee eligibility for any and all benefits set forth in
the MOU between the Authority and Teamsters Local 911, where
eligibility is contingent upon "seniority" and /or "years of service with the
Authority."
2. Compensation — At the time of employment by the Authority, former City
employees shall be compensated as indicated in Exhibit A. To the extent
if any that the "longevity pay ". amount designated in Exhibit A is
increased over that designated in Exhibit A as a result of increased
longevity eligibility being provided to a City employee prior to the actual
date of employment with the Authority, that increased amount shall be
utilized in determining the increased Authority compensation for any
particular employee designated in Exhibit A. Further, any City- provided
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step increases implemented during said timeframe, shall cause an increase
in the Exhibit A compensation level.
3. Uniforms — Concurrent with being hired by the Authority, each City
employee shall be provided four (4) complete sets of uniforms to be fully
funded by the Authority. However, any City employee separating from
Authority employment within one (1) year of being employed by the
Authority, shall reimburse the Authority for the full initial cost of the four
(4) provided uniforms. This provision shall not apply to any City
employee that separates employment as a result of disciplinary
proceedings.
4. Probation — The Authority maintains a fifteen (15) month probationary
testing period. All City employees who have completed probation shall be
deemed to have successfully completed the fifteen (15) month
probationary period required by the Authority. However, City employees
who have not yet completed City probation, shall be subject to the fifteen
(15) month Authority probationary period but shall be given probationary
testing credit for the number of complete months of service for the City.
For example, if a City employee has completed 3.5 months of
probationary service on behalf of the City, that employee shall be credited
with three (3) months of probationary service for the Authority, and shall
be subject to twelve (12) additional months of probationary service at the
Authority.
5. Background Check — The hiring of each affected City employee by the
Authority shall be subject to a condition precedent that each City
employee shall successfully pass an Authority background check
consisting of a pre - employment medical examination conducted by U.S.
Health Works and an Authority - mandated background examination which
shall be conducted in accordance with the POST Background
Investigation Manual: Guidelines for the Investigator (2009) and in
particular, the "Background Investigation Updates" provisions of the
Manual. In the course of conducting the background examination,
Authority background investigators shall be provided access to
examination of City - maintained personnel files in the name of,each
affected City employee, but the City personnel files shall remain in the
custody of the City and shall not be released to Authority representatives.
Authority representatives shall be authorized to read the City - maintained
personnel files and to make notations of file content for use in the
background process.
6. Vacation/Sick Leave Purchase/Vacation Scheduling — City employees
shall be authorized to purchase at each employee's option and expense, a
maximum of eighty (80) hours of Authority vacation credit and eighty
(80) hours of sick leave credit. Any such purchase shall be made not later
than thirty (30) calendar days prior to the employee's last day of City -
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employment. The "purchase price" of each hour of vacation and sick
leave, shall be equivalent to the City hourly rate of each participating City
employee on the employee's last day of City employment. This hourly
rate shall have no application to any term and condition of employment
other than for the purpose of valuing the purchase value of vacation and
sick leave hours in accord with this AGREEMENT, and is not indicative
of the "hourly rate" of City employees once employed by the Authority.
Any City employee providing written notice to the Authority on or before
March 31, 2010, that employment with the Authority will be accepted if
and when offered, shall be authorized to participate in the Authority
vacation bidding process that will be effective on and after July 1, 2010.
The vacation bidding participation is contingent on an Agreement for
dispatched services having been approved by the Authority and the City.
With the following singular exception, use of vacation time off shall be
governed by Authority rules and regulations. The singular exception is
that any City employee demonstrating that on or before February 1, 2010,
the employee has purchased non - refundable transportation tickets and/or
made non - refundable lodging arrangements, shall be authorized to use
vacation in connection with these pre - existing arrangements. If the
subject employee does not have sufficient purchased /earned vacation
credit with the Authority, the vacation shall be unpaid.
7. Employment of City Employees — City employees successfully
completing the above background/medical examinations, shall be offered
Authority employment.
IT IS AGREED:
For t Au o 'ty:
Ralph Mailloux, xecutive Director
Date: &.?
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