HomeMy WebLinkAboutReso 89-2023 (23-426)• City of South San Francisco P.O. Box 711 (City Hall, 400
Grand Avenue)
City Council South San Francisco, CA
• Resolution: RES 89-2023
File Number: 23-426 Enactment Number: RES 89-2023
RESOLUTION APPROVING A SERVICE AGREEMENT
BETWEEN THE CITY OF SOUTH SAN FRANCISCO
AND THE TOWN OF COLMA TO CONTINUE TO
FURNISH COMPUTERIZED POLICE INFORMATION
SERVICES TO THE COLMA POLICE DEPARTMENT.
WHEREAS, the City of South San Francsico's Police Department has been providing part-time
police communication services to the Town of Colma for the last 38 years; and
WHEREAS, the current agreement between the City of South San Francisco ("City") and the
Town of Colma ("Colma") is set to expire on June 30, 2023; and
WHEREAS, due to state mandates, Colma will not be renewing the agreement, as they will
operate their own full-time police communications center; and
WHEREAS, Colma does desire the City to continue to furnish computerized police information
services, which include computer aided dispatch (CAD) and records management systems (RMS); and
WHEREAS, the City would continue to provide and maintain computer hardware and system
software at the City's communication center to support Colma's CAD and RMS; and
WHEREAS, the City would continue to make the services of our telecommunications engineering
and police technology team available to design and maintain the systems required to provide services; and
WHEREAS, the City and Colma will jointly maintain and update a computerized geographic
information file; and
WHEREAS, adequate funding and staffing for these services is presently allocated in the Police
Department's current operating budget and no modifications are required.
NOW, THEREFORE BE IT RESOLVED by the City Council of the City of South San Francisco
that the City Council approves a service agreement with the Town of Colma, attached to this resolution as
Exhibit A, in order to continue to furnish computerized police information services to the Colma Police
Department.
BE IT FURTHER RESOLVED, that the City Manager of the City of South San Francisco, or her
designee, is hereby authorized and directed to execute the service agreement on behalf of the City of South
San Francisco, subject to approval as to form by the City Attorney, and to take any other action consistent
with the intent of this Resolution.
City of South San Francisco
File Number: 23-426 Enactment Number: RES 89-2023
At a meeting of the City Council on 6/14/2023, a motion was made by Councilmember Addiego,
seconded by Vice Mayor Nagales, that this Resolution be approved. The motion passed.
Yes: 5 Mayor Nicolas, Vice Mayor Nagales, Councilmember Addiego,
Councilmember Coleman, and Councilmember Flores
Attest by U 4 a-,
R a Govea Acosta, City Clerk
City of South San Francisco
AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND
THE TOWN OF COLMA FOR POLICE INFORMATION SERVICES
This Police Communications Services Agreement ("Agreement") is entered into on
July 1, 2023, by and between the CITY OF SOUTH SAN FRANCISCO, hereinafter
referred to as "SSF" and the TOWN OF COLMA, hereinafter referred to as "COLMA."
(sometimes referred to individually as "Party" or collectively as the "Parties")
RECITALS
WHEREAS, COLMA desires SSF to furnish computerized police information services to
COLMA through the utilization of SSF facilities and staff ("Services"); and
WHEREAS, SSF is willing to furnish said Services to COLMA for a mutually agreed cost;
and
WHEREAS, the Parties to this Agreement have determined that the computer -aided
dispatch and records management systems belonging to the Parties are compatible and will be
an effective method of record keeping for both Parties; and
WHEREAS, it is necessary and desirable that the Parties enter into this Agreement to
outline the terms and conditions of SSF's provision of the Services as set forth below;
NOW, THEREFORE, in consideration of the recitals and mutual obligations contained
herein, SSF and COLMA agree as follows:
1. Description of Services
(a) SSF shall provide and maintain computer hardware and system software at the
SSF communications center to support COLMA computer aided dispatching
(CAD) and automated records management (RMS). COLMA, at its own expense,
shall procure the necessary compatible application software for computer aided
dispatching and automated records management. Further, COLMA shall be
responsible for paying all recurring software maintenance fees for all software
that it has purchased and/or licensed in connection with this Agreement.
(b) SSF shall provide services to COLMA for mobile computers to access CAD and
RMS databases. COLMA shall be responsible for its own telecommunications
and hardware expenses.
(c) SSF shall pay the County of San Mateo for the state and regional criminal justice
database queries processed through SSF systems made by COLMA, commonly
known as message -switch fees. COLMA shall be responsible for its own
message -switch fees for queries that do not traverse SSF systems.
(d) SSF shall make the services of its telecommunications engineering and police
technology team available to design and maintain the systems required to
provide the Services identified herein. If the telecommunications engineering
and police technology team costs increase during this Agreement, the Parties will
meet to agree upon an additional amount to be paid by COLMA sufficient to
cover the increased costs. Any telecommunications engineering and police
technology team cost increases must be set forth in a written amendment to this
Agreement and executed by both Parties prior to implementation.
(e) COLMA and SSF shall jointly maintain and update a computerized geographic
information file, with each Party focusing on streets and premise data in its own
jurisdiction.
2. Operational Responsibilities
(a) The SSF Communications Information Systems shall be under the direction and
management control of SSF's Chief of Police.
3. Compensation for Services
(a) COLMA shall pay SSF the amounts detailed below as compensation for Services
provided during each fiscal year beginning July 1, 2023, and ending on June 30,
2026. SSF shall invoice COLMA in advance on a quarterly basis beginning on
July 1. 2023 in an amount equal to one -quarter (%) of the annual amount due.
COLMA shall remit in full within forty-five (45) days of receiving an invoice from
SSF.
2023-2024 2024-2025 2025-2026
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$25,000 $30,000 $30,500
(b) Upon mutual written agreement, COLMA may request SSF to provide additional
police communications services for special events at the rate of $105 per hour
per employee with a minimum of four (4) hours per event. COLMA must
schedule special events with SSF at least thirty (30) days in advance of the event
date.
4. Term
SSF shall furnish the agreed -upon Services as set forth above for a term of three (3)
years, commencing July 1, 2023, and expiring June 30, 2026 ("Term"). The Term may
be extended for up to a three (3) year period if mutually agreed by SSF and COLMA in
writing prior to the termination of this Agreement.
5. Waiver/Immunities
(a) Waiver.
COLMA is responsible for damages to or loss of its property and waives its right to sue
SSF for any damages to or loss of its property or injury to its personnel that may occur in
responding to Services pursuant to this Agreement, except for loss of COLMA'S property
or injury to COLMA'S personnel that is caused by the gross negligence or willful
misconduct of SSF.
(b) Immunities.
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By entering into this Agreement, neither Party waives any of the immunities provided by
the California Government Code or other applicable provisions of law.
6. Termination of Agreement
This Agreement may be terminated in accordance with the following:
(a) Termination without Cause
Notwithstanding any other provision of this Agreement, at any time and without cause, the
Parties to this Agreement shall have the right, in their sole discretion, to terminate this
Agreement by giving one hundred eighty (180) days' written notice to the other Party.
(b) Termination for Cause
Notwithstanding any other provision of this Agreement, if either Party fails to perform or
cure any of its obligations hereunder, within the time and in the manner herein provided,
or otherwise violates any of the terms of this Agreement, the other Party may immediately
terminate this Agreement by giving written notice of such termination, stating the reason
for the termination.
(c) Ability to Cure
In the event of any alleged failure to perform any terms or conditions of this Agreement,
the Party alleging such breach shall give the other Party notice in writing specifying the
nature of the breach and the manner in which said breach or default may be satisfactorily
cured, and the Party in breach shall have thirty (30) days following such notice ("Cure
Period') to cure such breach. During the Cure Period, the Party charged shall not be
considered in default for purposes of termination or institution of legal proceedings. The
failure of any Party to give notice of any breach shall not be deemed to be a waiver of that
Party's right to allege any other breach at any other time.
(d) Payment Upon Termination
Upon termination of this Agreement, COLMA shall, within thirty (30) days of termination,
pay SSF any outstanding balance for Services or materials provided by SSF.
7. Notices
All notices, demands, requests, consents, approvals, waivers, or communications
("Notices") that either Party desires or is required to give to the other Party or any other
person shall be in writing and either personally served or sent by prepaid postage, first
class mail. Notices shall be addressed as appears below for each Party except if either
Party gives notice of a change of name or address, notices to the giver of that Notice
shall thereafter be given as demanded in that Notice.
SSF: City of South San Francisco
City Manager
400 Grand Avenue
South San Francisco, CA 94080
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COLMA: Town of Colma
City Manager
1188 El Camino Real
Colma, CA 94014
8. Relationship of Parties
Both Parties agree and understand that the services performed under this Agreement
are performed as an independent contractor, and that neither Party's employees acquire
any of the rights, privileges, powers, or advantages of the other Party's employees,
including any obligations related to PERS. No pension rights of COLMA or SSF
employees will be affected by this Agreement.
9. Confidential Law Enforcement/Personal Health Information
A. Law Enforcement Information. COLMA shall provide SSF with proof of eligibility
to access State and Federal automated criminal justice databases. COLMA shall
provide to SSF identifying information on its employees that require access to
said databases to facilitate SSF maintaining computerized security tables that
allow or prohibit access. SSF may restrict access if "reasonably necessary" from
view by COLMA if SSF deems it necessary to protect security of its employee
information. SSF and COLMA shall be individually responsible for complying with
State and Federal training requirements for employees related to criminal justice
databases. COLMA shall be responsible for proper use of criminal justice
information disseminated to it by SSF. COLMA agrees to indemnify and hold
harmless SSF in the event of misuse of confidential information by COLMA
users.
B. Personal Health Information. Each Party shall implement and maintain proper
controls and procedures to ensure that any personal health information ("PHI")
stored or accessed in the computer systems is properly protected and only
accessed, stored, and disseminated in accordance with applicable local, state,
and federal law and regulations. COLMA agrees to indemnify and hold harmless
SSF in the event of improper handling and/or misuse of PHI by COLMA users.
10. Hold Harmless. Indemnification
(a) COLMA shall defend, save harmless and indemnify SSF, its officers and
employees from any and all claims which arise out of the terms and conditions of
this Agreement and which result from the negligent acts or omissions of COLMA,
its officers, employees and contractors, including any claims arising out of
compliance with the California Public Records Act ("CPRA), Health Insurance
Portability and Accountability Act ("HIPAA"), and adherence to record retention
requirements.
(b) SSF shall defend, save harmless, and indemnify COLMA, its officers and
employees from any and all claims which arise out of the terms and conditions of
this Agreement and which result from the negligent acts or omissions of SSF, its
officers, employees and contractors, including any claims arising out of
compliance with the California Public Records Act ("CPRA), Health Insurance
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Portability and Accountability Act ("HIPAA"), and adherence to record retention
requirements.
(c) In the event of concurrent negligence of SSF, its officers and/or employees, and
COLMA, its officers and/or employees, then the liability for any and all claims
which arise out of terms and conditions of this Agreement shall be apportioned
according to the California theory of comparative negligence.
(d) This section shall include, without limitation, any actions, claims, suits, demands,
and liability of every name, kind, and description brought for, or on account of
injuries to or death of any person, including COLMA or SSF, or damage to
property of any kind whatsoever and to whomsoever belonging.
(e) The duty to indemnify and hold harmless as set forth herein shall include the duty
to defend as set forth in Civil Code Section 2778.
11. Radio Systems
COLMA shall own and operate its police radio system and be solely responsible for its
procurement, maintenance and replacement. SSF shall not provide radio system
services to COLMA as part of this agreement.
12. Ownership of Computerized Data
Both Parties acknowledge that automated law enforcement records information for SSF
and COLMA will be complied into a single computer database owned and managed by
SSF. SSF agrees to allow COLMA to electronically copy its records for the purpose of
maintaining its own archive without additional cost to COLMA.
13. Assignability and Subcontracting
Neither Party may assign the benefits nor delegate the duties set forth in this
Agreement.
14. Insurance
Both Parties shall maintain sufficient insurance, self-insurance or a combination thereof
to comply with the following requirements, and, if requested, each Party shall furnish the
other Party with certificates of insurance evidencing the required coverage. Thirty (30)
days' notice must be given, in writing as set forth in this Agreement of any pending
change in the limits of liability or of any cancellation or modification of the policy.
a) Worker's Compensation and Employer's Liability Insurance. Both Parties
shall have in effect during the entire life of this Agreement Worker's
Compensation and Employer's Liability Insurance, or an acceptable program of
self-insurance providing full statutory coverage. In signing this Agreement,
Parties certify, as required by Section 1861 of the California Labor Code, that
they are aware of the provisions of Section 3700 of the California Labor Code
which requires every employer to be insured against liability for Worker's
Compensation or to undertake self-insurance in accordance with the provisions
of the Code, and Parties will comply with such provisions before commencing the
performance of the work of this Agreement.
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b) Liability Insurance. COLMA and SSF shall take out and maintain during the life
of this Agreement such Bodily Injury Liability and Property Damage Liability
Insurance as shall protect it while performing work covered by this Agreement
from any and all claims for damages for bodily injury, including accidental death,
as well as any and all claims for property damage which may arise from
COLMA's and SSF's operations under this Agreement, whether such operation
be by itself or by any subcontractor or by anyone directly or indirectly employed
by either of them. Such insurance shall be combined single limit bodily injury and
property damage for each occurrence and shall be not less than:
1. Comprehensive General Liability ............... $ 2,000,000
2. Motor Vehicle Liability Insurance .... .......... $ 2,000,000
c) Cyber and Privacy Insurance. Each Party under this AGREEMENT shall
maintain cyber risk coverages including network and internet security liability
coverage, privacy liability coverage, first party privacy coverage, and media
coverage. Such insurance shall include coverage for liability arising from theft,
dissemination, and/or use of confidential information, or information that can be
linked to a specific individual, including but not limited to, bank and credit card
account information or personal information, such as name, address, social
security numbers, license plate numbers, protected health information or other
similar information (collectively, "Personally Identifiable Information"), stored or
transmitted in electronic form. If such policy is written on a claims -made (rather
than an occurrence) basis, Parties shall maintain continuous coverage in effect
for the Term of Agreement and for at least one (1) year beyond the termination or
completion of services.
15. Non -Discrimination
No person shall, on the grounds of race, color, religion, ancestry, gender, age (over 40),
national origin, medical condition (cancer), physical or mental disability, sexual
orientation, pregnancy, child birth or related medical condition, marital status, or political
affiliation be denied any benefits or subject to discrimination under this Agreement.
COLMA and SSF shall ensure equal employment opportunity based on objective
standards of recruitment, classification, selection, promotion, compensation,
performance evaluation, and management relations for all employees under this
Agreement. COLMA's and SSF's equal employment policies shall be made available to
either Party upon request.
16. Retention of Records
Each Party agrees to provide to the other Party, to any federal or state department
having monitoring or reviewing authority, to SSF's or COLMA's authorized
representatives and/or their appropriate audit agencies upon reasonable notice, access
to and the right to examine and audit records and documents necessary to determine
compliance with relevant federal, state, and local statutes, rules, and regulations, and
this Agreement, and to evaluate the quality, appropriateness and timeliness of services
performed. COLMA shall maintain and preserve all records relating to this Agreement for
C.1
a period of five (5) years from the termination date of this Agreement, or until audit
findings are resolved, whichever is greater. SSF shall maintain and preserve all records
relating to this Agreement in accordance with SSF's adopted records retention schedule.
17. Response to Public Records Act Requests. Subpoenas, and DOJ Audits
COLMA and SSF shall be individually responsible for complying with requests for their
respective records under the California Public Records Act ("CPRA"). COLMA and SSF
shall each defend, save harmless and indemnify the other, its officers and employees from
any and all claims which arise out of each Party's compliance with records requests for
their respective records under the CPRA, including but not limited to, a Party's decision to
withhold or release records in connection with a CPRA request. SSF shall provide
technical assistance to COLMA if the request to COLMA involves records contained in
SSF's automated systems.
The Parties agree for purposes of section 7921.505 of the California Government Code
that any and all information exchanged between SSF and COLMA pursuant to this
Agreement will be treated as confidential, that only persons authorized in writing by the
SSF City Manager or the COLMA City Manager or their delegees shall be permitted to
obtain such information, subject to all applicable laws and regulations, and that any and
all information exchanged between SSF and COLMA pursuant to this Agreement will only
be used for purposes consistent with existing law.
COLMA and SSF shall be individually responsible for responding to California Department
of Justice audits related to the California Law Enforcement Telecommunications System
(CLETS) and the Department of Justice Criminal Justice Information System (CJIS)
databases. SSF shall provide technical assistance to COLMA to extract the necessary
information from the computer aided dispatch and records management systems when
requested.
18. Merger Clause
This Agreement, including any Exhibit(s) hereto constitutes the sole Agreement of the
Parties hereto and correctly states the rights, duties, and obligations of each Party as of
this document's date. Any prior agreement, promises, negotiations, or representations
between the Parties not expressly stated in this document are not binding. All
subsequent modifications shall be in writing and signed by the Parties.
19. Controlling Law
The validity of this Agreement and of its terms or provisions, as well as the rights and
duties of the Parties hereunder, the interpretation, and performance of this Agreement
shall be governed by the laws of the State of California.
20. Amendment
This Agreement may be amended at any time upon the written mutual approval of the
Parties.
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21. Severability
If any provision of this Agreement shall be held to be invalid, void or unenforceable, the
validity, legality or enforceability of the remaining portions hereof shall not in any way be
affected or impaired thereby.
22. Waiver
A waiver by either Party of the performance of any covenant or condition herein shall not
invalidate this Agreement nor shall it be considered a waiver of any other covenant or
condition, nor shall the delay or forbearance by either Party in exercising any remedy or
right be considered a waiver of, or an estoppel against, the later exercise of such remedy
or right.
23. Remedies Cumulative
Except as otherwise expressly stated in this Agreement, the rights and remedies of the
Parties hereunder are cumulative, and the exercise or failure to exercise one or more of
such rights or remedies by either Party shall not preclude the exercise by it, at the same
time or different times, of any right or remedy for the same default or any other default.
Upon the occurrence of an event of default, the Parties may pursue all remedies at law or
in equity which are not otherwise provided for in this Agreement, expressly including the
remedy of specific performance of this Agreement.
24. Binding Effect
This Agreement shall be binding upon and inure to the benefit of the heirs, administrators,
executors, successors in interest and assigns of each of the Parties hereto. Any reference
in this Agreement to a specifically named Party shall be deemed to apply to any successor,
heir, administrator, executor or assign of such Party who has acquired an interest in
compliance with the terms of this Agreement, or under law.
25. Attorneys' Fees
In any action at law or in equity, arbitration or other proceeding arising in connection with
this Agreement, the prevailing Party shall recover attorneys' fees and other costs,
including, but not limited to court costs and expert and consultants' fees incurred in
connection with such action, in addition to any other relief awarded, and such attorneys'
fees and costs shall be included in any judgment in such action.
26. Captions, Interpretation
The captions used in this Agreement are for convenience only and are not intended to
affect the interpretation or construction of the provisions herein contained. The Parties
acknowledge that this Agreement is the product of negotiation and compromise on the
part of both Parties, and the Parties agree, that since both Parties have participated in the
negotiation and drafting of this Agreement, this Agreement shall not be construed as if
prepared by one of the Parties, but rather according to its fair meaning as a whole, as if
both Parties had prepared it.
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27. Disputes
If a dispute arises between the Parties regarding performance of either Party under this
Agreement, the Parties shall attempt to resolve such dispute informally by a meeting with
representatives of each Party. If, after a good faith attempt by both Parties to resolve the
dispute informally no resolution can be reached, the Parties may, at their sole and mutual
discretion, agree to engage in mediation prior to initiating any legal action, the costs of
which shall be divided equally between the Parties, unless otherwise agreed.
28. Counterparts
This Agreement may be executed in multiple counterparts, each of which shall be an
original and all of which together shall constitute one agreement.
29. Further Assurances
The Parties agree to execute, acknowledge and deliver to the other such other documents
and instruments, and to undertake such actions, as either shall reasonably request or as
may be necessary to carry out the intent of this Agreement.
30. Time is of the Essence
Time is of the essence and is a material term for all conditions and provisions contained
in this Agreement.
31. Authority
Each person executing this Agreement on behalf of one of the Parties represents that he
or she is duly authorized to sign and deliver the Agreement on behalf of such Party and
that this Agreement is binding on such Party in accordance with its terms.
IN WITNESS WHEREOF, the Parties hereto by their duly authorized representatives have
affixed their hands on the day and year in this Agreement first above written.
City Manager City Manager
City of South San Francisco Town of Colma
ATTEST By-.
Dated
Approved as to form:
Dated
Approved as to form:
COLMA
City Attorney
SOUTH SAN FRANCISCO
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City Attorney