1994-041-Execute An Agreement With Stanford Technology Corporation To provide Consulting Services In A Effort To Identity ProblemsRESOLUTION NO. 1994 - 41
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF LOS GATOS
AUTHORIZING THE TOWN MANAGER TO EXECUTE AN AGREEMENT
WITH STANFORD TECHNOLOGY CORPORATION TO PROVIDE
CONSULTING SERVICES IN AN EFFORT TO IDENTIFY
PROBLEMS ASSOCIATED WITH THE DELIVERY OF
LAW ENFORCEMENT SERVICES AND TO FIND SOLUTIONS
TO RESOLVE THOSE PROBLEMS
WHEREAS, in early December, 1993, Albert Hakim, Chairman of the Board of
Stanford Technologies Corporation (STC), approached the Police Department with a
proposal to develop a joint venture to identify problems associated with the delivery of law
enforcement services; and
WHEREAS, STC specializes in finding solutions to complex problems and bringing
the resources together to resolve those problems; and
WHEREAS, in exchange, the Police Department will identify problems associated
with the delivery of law enforcement services and agrees to serve as a test and
demonstration site for the identified solutions; and
WHEREAS, the community benefits from this agreement by receiving more efficient
and effective police services at no cost; and
WHEREAS, the contract articulates the responsibilities of STC and the Police
Department, and enables the Town to participate in this program without liability; and
WHEREAS, STC has agreed to hold the Town harmless and to meet all of the
Town's insurance requirements; and
WHEREAS, the contract also specifies that the Town will not be liable for any costs
associated with this agreement or the products and services provided by STC or any other
company, and;
WHEREAS, the Police Department has complete control over the services or
products that it agrees to accept and can terminate the agreement at any time; and
WHEREAS, the Town can terminate the agreement at any time for any reason; and
WHEREAS, this agreement creates a win -win situation for the Police Department
and the community.
NOW, THEREFORE, BE IT RESOLVED, by the Town Council of the Town of Los
Gatos that the Town Manager is authorized to execute an agreement with Stanford
Technology Corporation to provide consulting services in an effort to identify problems
associated with the delivery of law enforcement services and to find solutions to resolve
those problems.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town
of Los Gatos, California, held on the 7th day of March, 1994, by the following vote:
COUNCIL MEMBERS:
AYES: Joanne Benjamin, Steven Blanton, Linda Lubeck, Patrick O'Laughlin
Mayor Randy Attaway
NOES:
ABSENT:
ABSTAIN:
SIGNED:
MA OR HE TOWN OF OS ATOS
LOS G S, CALIFOR
ATTl✓ST.
CLERK OF THE TOWN OF L;' S GATOS
LOS GATOS, CALIFORNIA
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THIS AGREEMENT, entered into this _ day of , 1994, by and between the TOWN OF
LOS GATOS, a municipal corporation (hereinafter TOWN), and STANFORD TECHNOLOGY
CORPORATION, a corporation organized under the laws of the State of California (hereinafter STC), located
at 16375 Aztec Ridge Drive, Los Gatos, California 95032.
WHEREAS, STC wishes to expand international trade opportunities for U.S. companies particularly in
the area of law enforcement technologies, and
WHEREAS, STC specializes in finding solutions to complex problems, and
WHEREAS, STC wishes to enter into an agreement with the Los Gatos Police Department (L.G.P.D.)
to identify problems associated with delivering law enforcement services and to find solutions to those problems,
and
I.
II.
WHEREAS, TOWN wishes to obtain technology and equipment without charge.
NOW, THEREFORE, THE PARTIES AGREE, as follows:
PURPOSE. The purpose of this agreement is to articulate the responsibilities of STC and the L.G.P.D.
which will enable both parties to work together without creating any TOWN liability for any services,
products, consulting, or for any other reason as a result of this agreement. The parties will jointly
develop a program of projects to be studied, evaluated, or implemented. This process will be based on
an analysis by STC as described below and presented to the Town for feedback, refinement, direction,
and potential implementation. This process may be updated from time to time upon prior written
agreement of the parties. The direction and implementation of any elements or aspects of any
presentation by STC shall be at the sole discretion of the Town.
PROGRAM COORDINATION
A. TOWN: The Chief of Police or his /her designee, shall be the PROGRAM MANAGER and shall
render overall supervision of the progress and performance of this Agreement by TOWN. All
services agreed to be performed by TOWN shall be under the overall direction of the
PROGRAM MANAGER.
B. STC: STC shall assign a single PROGRAM DIRECTOR who shall have overall responsibility
for the progress and execution of this Agreement. Should circumstances or conditions subsequent
to the execution of this Agreement require a substitute PROGRAM DIRECTOR, STC shall
immediately notify TOWN in writing of such occurrence. PROGRAM DIRECTOR and STC
staff will fully cooperate with TOWN'S PROGRAM MANAGER relating to the terms of this
Agreement.
C. NOTICES: All notices or other correspondence required or contemplated by this Agreement
shall be sent to the parties at the following addresses:
TOWN
Larry J. Todd
Chief of Police
Los Gatos Police Department
P.O. Box 973
Los Gatos, CA 95031
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STC
Albert Hakim
16375 Aztec Ridge Drive
Los Gatos, CA 95032
ATTACHMENT 1
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THIS AGREEMENT, entered into this _ day of , 1994, by and between the TOWN OF
LOS GATOS, a municipal corporation (hereinafter TOWN), and STANFORD TECHNOLOGY
CORPORATION, a corporation organized under the laws of the State of California (hereinafter STC), located
at 16375 Aztec Ridge Drive, Los Gatos, California 95032.
WHEREAS, STC wishes to expand international trade opportunities for U.S. companies particularly in
the area of law enforcement technologies, and
WHEREAS, STC specializes in finding solutions to complex problems, and
WHEREAS, STC wishes to enter into an agreement with the Los Gatos Police Department (L.G.P.D.)
to identify problems associated with delivering law enforcement services and to find solutions to those problems,
and
I.
II.
WHEREAS, TOWN wishes to obtain technology and equipment without charge.
NOW, THEREFORE, THE PARTIES AGREE, as follows:
PURPOSE. The purpose of this agreement is to articulate the responsibilities of STC and the L.G.P.D.
which will enable both parties to work together without creating any TOWN liability for any services,
products, consulting, or for any other reason as a result of this agreement. The parties will jointly
develop a program of projects to be studied, evaluated, or implemented. This process will be based on
an analysis by STC as described below and presented to the Town for feedback, refinement, direction,
and potential implementation. This process may be updated from time to time upon prior written
agreement of the parties. The direction and implementation of any elements or aspects of any
presentation by STC shall be at the sole discretion of the Town.
PROGRAM COORDINATION
A. TOWN: The Chief of Police or his /her designee, shall be the PROGRAM MANAGER and shall
render overall supervision of the progress and performance of this Agreement by TOWN. All
services agreed to be performed by TOWN shall be under the overall direction of the
PROGRAM MANAGER.
B. STC: STC shall assign a single PROGRAM DIRECTOR who shall have overall responsibility
for the progress and execution of this Agreement. Should circumstances or conditions subsequent
to the execution of this Agreement require a substitute PROGRAM DIRECTOR, STC shall
immediately notify TOWN in writing of such occurrence. PROGRAM DIRECTOR and STC
staff will fully cooperate with TOWN'S PROGRAM MANAGER relating to the terms of this
Agreement.
C. NOTICES: All notices or other correspondence required or contemplated by this Agreement
shall be sent to the parties at the following addresses:
TOWN
Larry J. Todd
Chief of Police
Los Gatos Police Department
P.O. Box 973
Los Gatos, CA 95031
1
STC
Albert Hakim
16375 Aztec Ridge Drive
Los Gatos, CA 95032
ATTACHMENT 1
III. OBLIGATIONS OF TOWN
A. Contract Compliance:
TOWN staff shall provide assistance to STC in connection with:
1. Identifying problems associated with the delivery of law enforcement services.
2. Reviewing performance under the Agreement for compliance purposes and evaluating
solutions proposed by STC.
3. Providing office space as available for STC and any subcontractors during the testing,
evaluation, and demonstration of any products or other services as provided for herein.
B. Payment:
1. TOWN shall not be liable for paying for any services provided by STC or any services,
products, or consulting provided by STC or any companies providing such services,
products, or consulting on behalf of STC. TOWN is specifically prohibited from making
any such payments under this agreement.
IV. DISCLOSURE OF CONFIDENTIAL INFORMATION
STC shall not have access to any Federal, State, County, or local confidential criminal justice files, data,
computer systems or other records of any kind.
TOWN and STC agree to maintain the confidentiality of any information regarding services, products,
or consulting offered pursuant to this Agreement which may be obtained through interviews, tests, or
reports, or any other source. Without the written permission of the other party, such information shall
be divulged only as necessary for purposes related to the performance or evaluation of the services and
work to be provided pursuant to this Agreement to designated persons having responsibilities under the
contract, including those furnishing services through subcontracts. Upon termination, both parties shall
return any confidential material obtained. The provisions of this section shall survive the termination
of this agreement.
V. OBLIGATIONS OF STC
A. Contract Compliance.
STC shall provide assistance to L.G.P.D. in connection with:
1. Identifying solutions to problems associated with the delivery of law enforcement services.
2. Acquiring the identified solutions, and assist in the implementation, testing, and evaluation
of proposed solutions.
B. Compensation:
1. STC agrees that the Town shall not be liable for any costs and is prohibited from making
any payments for any services, products, consulting, or any other expenses incurred by STC
or by any other companies, subcontractors, agents, or any other persons providing such
services, products, or consulting on behalf of STC.
C. Licenses and Permits:
1. STC agrees to acquire all Federal, State, and Town licenses, and permits required to meet
the terms of this agreement including, but not limited to, a Town of Los Gatos Business
License. 0
VI. ASSIGNABILITY AND INDEPENDENT CONTRACTOR REO TREMENT
A. The relationship of STC to TOWN is that of an independent contractor. STC is responsible for
the results and compliance with the terms of this Agreement. STC has full rights to manage its
employees subject to the requirements of the law. All persons employed by STC in connection
with this Agreement shall be employees of STC and not employees of TOWN in any respect.
STC shall be responsible for all employee benefits, including, but not limited to, statutory workers'
compensation benefits.
B. None of the work or services to be performed hereunder shall be delegated or subcontracted to
third parties without prior written TOWN approval.
C. No subcontractor of STC will be recognized by TOWN as such. All subcontractors are deemed
to be employees of STC, and STC agrees to be responsible for their performance and any
liabilities attached to their actions or omissions.
D. This Agreement is based on the unique services of STC. This Agreement shall not be assigned
or transferred without the written consent of the TOWN. No changes or variations of any kind
are authorized without the written consent of the Town Manager.
VII. COMPLIANCE WITH LAW
STC shall become familiar and comply with and cause all its subcontractors and employees, if any, to
become familiar and comply with all applicable federal, state and local laws, ordinances, codes,
regulations, and decrees. Failure of STC to, in any manner, observe and adhere to law as described
herein or as amended shall in no way relieve STC of its responsibility to adhere to same and STC herein
acknowledges this responsibility.
VIII. TERMS AND AMENDMENTS
Amendments to the terms and conditions of this Agreement shall be requested in writing by the party
desiring such revision, and any such adjustment to this Agreement shall be determined and effective only
upon the mutual Agreement in writing of the parties hereto.
IX. LEGAL MATTERS
A. Integration
This document represents the entire and integrated Agreement between the TOWN and the
STC, and supersedes all prior negotiations, representations, and agreements, either written or oral.
B. Binding Effect
The terms of this Agreement shall bind, and inure to the benefit of, the parties, their heirs,
successors, and assigns.
X. HOLD HARMLESS
A. STC hereby releases and agrees to protect, defend, hold harmless, and indemnify TOWN, its
Town Council, its officers, employees and elected officials, boards and commissions, from and
against all claims, injury, liability, loss, costs and expense, or damage, however same may be
caused, including all cost and reasonable attorney's fees in providing the defense to any claim
arising therefrom, for any loss or damage to property (real and /or personal) and for personal
injury to or death of any person or persons arising out of, occurring by reason of, or in any way
connected with STC's activities, or in consequence thereof.
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XI. TERMINATION
A. TOWN has the right to terminate this agreement at any time for any reason.
B. Upon Suspension or Termination STC. shall.
1. Turn over to TOWN immediately any and all copies of studies, reports and other data,
prepared by STC or its subcontractors, whether or not completed, if any, in connection with
this Agreement; such materials shall become property of TOWN. STC, however, shall not
be liable for TOWN's use of incomplete materials or for TOWN's use of complete
documents if used for other than the services contemplated by this Agreement.
XII. MISCELLANEOUS PROVISIONS
A. The Caption
The captions of the various sections, paragraphs, and subparagraphs of the Agreement are for
convenience only and shall not be considered nor referred to for resolving questions of the
interpretation.
B. No Third Party Beneficiary
This Agreement shall not be construed or deemed to be an Agreement for the benefit of any third
party or parties, and no third party shall have any claim or right of action hereunder for any cause
whatsoever.
C. Severability Clause
In case any one or more of the provisions contained herein shall, for any reason, be held invalid,
illegal, or unenforceable in any respect, it shall not affect the validity of the other provisions which
shall remain in full force and effect.
D. No Pledeine of TOWN's Credit
Under no circumstances shall STC have the authority or power to pledge the credit of TOWN,
or incur any obligation in the name of TOWN. STC shall save and hold harmless TOWN, its
Town Council, its officers, employees and boards and commissions from expenses arising out of
this Agreement.
E. Disputes
In any dispute over any aspect of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, as well as reasonable costs, but not to exceed $5,000.
F. Nondiscrimination
1. Neither STC nor any of its subcontractors shall discriminate in the employment of persons
because of their race, color, national origin, sex, age, ancestry, sexual orientation, religion,
physical or mental disability, or marital status, unless based upon a bona fide qualification
under the California Fair Employment and Housing Act.
2. Neither STC nor any of its subcontractors shall discriminate in the provision of any services
or programs because of race, color, national origin, sex, age, ancestry, sexual orientation,
religion, physical or mental disability, or marital status, unless based upon a bona fide
qualification under the California Fair Employment and Housing Act.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
hereinabove set forth.
Stanford Technologies Corporation
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am
Chairman of the Board
TOWN OF LOS GATOS
David W. Knapp
Town Manager
APPROVED AS TO FORM:
Larry E. Anderson
Town Attorney
ATTESTED TO:
Marian V. Cosgrove
Town Clerk
APPROVED AS TO CONTENT:
Mark Linder
Assistant Town Manager
EXHIBITS ATTACHED:
EXHIBIT A - Insurance Requirements for Contractors
EXHIBIT A
INSURANCE REQUIREMENTS FOR CONTRACTORS
STC shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons
or damages to property which may arise from or in connection with the performance of the Program by the
STC, its agents, representatives, employees or subcontractors. The cost of such insurance shall be borne by the
Contractor.
A. MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. Insurance services Office form number GL 0002 (Ed. 1/73) covering Comprehensive General
Liability and Insurance Services Office form number GL 0404 covering Broad Form
Comprehensive General Liability; or Insurance Services Office Commercial General Liability
coverage ( "occurrence" form CG 0001).
2. Insurance Services Office form number CA 0001 (Ed 1/78) covering Automobile Liability, code
1 "any auto" and endorsement CA 0025.
3. Workers' Compensation insurance as required by the Labor Code of the State of California and
Employers Liability insurance.
B. MINIMUM LIMITS OF INSURANCE
STC shall maintain limits no less than:
1. General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal
injury and property damage. If Commercial General Liability Insurance or other form with a
general aggregate limit is used, either the general aggregate limit shall apply separately to this
project /location or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and property
damage.
3. Workers' Compensation and Employers Liability: Workers' compensation limits as required by
the Labor Code of the State of California and Employers Liability limits of $1,000,000 per
accident.
C. DEDUCTIBLES AND SELF - INSURED RETENTIONS
Any deductibles or self - insured retentions must be declared to and approved by the Town. At the option
of the Town, either: the insurer shall reduce or eliminate such deductibles or self - insured retentions as
respects the Town its officers, officials, employees and volunteers; or the STC shall procure a bond
guaranteeing payment of losses and related investigations, claim administration and defense expenses.
D. OTHER INSURAN E PROVISION
The policies are to contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability Coverages
a. The Town, its officers, officials, employees and volunteers are to be covered as insureds
as respects: liability arising out of activities performed by or on behalf of the STC, products
and completed operations of the STC, premises owned, occupied or used by the STC, or
automobiles owned, leased, hired or borrowed by the STC. The coverage shall contain
no special limitations on the scope of protection afforded to the Town, its officers, officials,
employees or volunteers.
b. STC's insurance coverage shall be primary insurance as respects the Town, its officers,
officials, employees and volunteers. Any insurance or self - insurance maintained by the
Town, its officers, officials, employees or volunteers shall be excess of the STC's insurance
and shall not contribute with it.
C. Any failure to comply with reporting provisions of the policies shall not affect coverage
provided to the Town, its officers, officials, employees or volunteers.
d. The STC's insurance shall apply separately to each insured against whom claim is made
or suit is brought, except with respect to the limits of the insurer's liability.
2. Workers' Compensation and Employers Liability coverage
The insurer shall agree to waive all rights of subrogation against the Agency, its officers, officials,
employees and volunteers for losses arising from work performed by the STC for the Town.
3. All Coverages
Each insurance policy required by this clause shall be endorsed to state that coverage shall not
be suspended, voided, cancelled by either party, reduced in coverage or in limits except after thirty
(30 days' prior written notice by certified mail, return receipt requested, has been given to the
Town.
E. _ACCEPTABILITY OF INSURERS
Insurance is to be placed with insurers with a Best's rating of no less than A: VII.
F. VERIFICATION OF COVERAGE
Upon execution of this agreement, STC shall furnish the Town with certificates of insurance and with
original endorsements effecting coverage required by this clause. The certificates and endorsements
for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on
its behalf. The certificates and endorsements are to be on forms provided by the Town. Where by
statute, the Town's workers' compensation- related forms cannot be used, equivalent forms approved by
the Insurance Commissioner are to be substituted. All certificates and endorsements are to be received
and approved by the Town before work commences. The Town reserves the right to require complete,
certified copies of all required insurance policies, at any time.
G. SUBCONTRACTOR
STC shall include all subcontractors as insureds under its policies or shall furnish separate certificates
and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the
requirements stated herein.
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