Salt Lake City 911 Bureau And Salt Lake Valley Emergency Communications Center

Request for Proposal

Countywide Public Safety Computer Aided Dispatch System Integration Consultant

1

Table of Contents General information ................................................................................................................................... 3 1.

Project Overview ............................................................................................................................... 3

2.

Definitions and Abbreviations ............................................................................................................ 5

3.

RFP Availability ................................................................................................................................. 6

4.

Submission of Proposals ................................................................................................................... 7

5.

Evaluation of Proposals .................................................................................................................... 8

6.

Selection of Finalists ......................................................................................................................... 9

7.

GENERAL REQUIREMENTS ......................................................................................................... 10

7.1.

Statement of Compliance ............................................................................................................ 10

8.

Terms and Conditions ..................................................................................................................... 10

9.

Incurring Cost .................................................................................................................................. 11

10.

Prime Consultant Responsibility ................................................................................................. 11

11.

Subcontractors ............................................................................................................................ 11

12.

Amended Offers .......................................................................................................................... 11

13.

Proposal Offer Firm ..................................................................................................................... 12

14.

Disclosure of Proposal Contents ................................................................................................. 12

15.

No Obligation............................................................................................................................... 12

16.

Termination ................................................................................................................................. 12

17.

Sufficient Appropriation ............................................................................................................... 12

18.

Legal Review ............................................................................................................................... 13

19.

Governing Law ............................................................................................................................ 13

20.

Basis for Offering ........................................................................................................................ 13

21.

Contract Terms and Conditions .................................................................................................. 13

22.

Proposer’s Terms and Conditions ............................................................................................... 13

23.

Right to Waive Minor Irregularities .............................................................................................. 13

24.

Notice .......................................................................................................................................... 14

25.

Confidentiality .............................................................................................................................. 14

26.

Use of Electronic Versions of this RFP ....................................................................................... 14

27.

Conflict of Interest ....................................................................................................................... 14

28.

Proposal Format .......................................................................................................................... 14

29.

Specifications .............................................................................................................................. 15

Sample Contract ...................................................................................................................................... 16 EXHIBIT A – SCOPE OF WORK .............................................................................................................. 30

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General information Organization

Salt Lake City 911 Communications Center and Salt Lake Valley Emergency Communication Center

Address

5360 South Ridge Village Drive

City, State, ZIP Code

West Valley City, Utah 84118-4100

Phone number

(801) 840-4100

Web

www.vecc9-1-1.com

VECC Contact name

John Inch Morgan

Title

Executive Director

Office phone number

(801) 840-4100

Cell phone number

(801) 554-0437

E-mail address

[email protected]

Salt Lake City 911 Communications Center Contact name

Scott Freitag

Title

Bureau Director

Office phone number

(801) 799-4167

Cell phone number

(801) 556-1234

E-mail address

[email protected]

Important Dates Issue Date

15 September 2014

Consultant Questions Due

19 September 2014, 0900 (MDT)

Proposals Due

06 October 2014, 0900 (MDT)

Invitation to make presentations to selection committee

To be Determined

Presentations/ Demonstrations

To be Determined

Contract Award (Anticipated

15 October 2014

1. Project Overview 1.1.

The Salt Lake City 911 Communications Center (hereinafter City 911) and the Salt Lake Valley Emergency Communications Center (hereinafter VECC) are jointly issuing this Request for Proposal for professional services from qualified contractors to provide consulting services to determine the practical and financial feasibility of procuring and integrating a single Computer Aided Dispatch (CAD) system for the Public Safety Answering Points (PSAPs) in Salt Lake County and the Law Enforcement, Fire and Emergency Medical Service agencies for which the two PSAPs answer 911 calls and dispatch services within the Salt Lake County area. 3

1.2.

Salt Lake City 911 Communications and Salt Lake Valley Emergency Communications are two separate entities performing the vast majority of Emergency Call Taking and Public Safety Dispatching services for the Law Enforcement, Fire and Emergency Medical services within the Salt Lake County geographical area. For the purposes of this RFP, VECC will be the lead point of contact agency, and will share any and all communications, and decision making with Salt Lake City 911 and the empanelled Consultant Selection Committee.

1.3.

The initial task of the consultant will be to assist the two primary PSAPs in the evaluation and selection of a potential vendor or vendors to provide Public Safety Communications goods and services capable of interoperability with other emergency communications system as identified in the 2014 Utah State Legislature HB 155.These services shall be performed within specific time frames and the completion of the initial tasks may lead to an extension of consultant services to further assist in the solicitation of bids, acquisition and implementation of a single platform Public Safety Computer Aided Dispatch software from qualified software vendors. 1.3.1.The selected Consultant will be contracted to identify and deliver detailed documents analyzing the advisability of and calculating the total costs for all Salt Lake County Law Enforcement agencies, all Salt Lake County Fire and Emergency Medical Service agencies, and all Public Safety Answer Points and Dispatch Centers within Salt Lake County to purchase from a single vendor as a complete offering or as alternate components: 1.3.1.1.

Computer Aided Dispatching software;

1.3.1.2.

Public Safety Records Management system;

1.3.1.3.

Mobile Data reporting system;

1.3.1.4.

Fire Station Alerting/Paging system; and

1.3.1.5.

Call Processing software applications.

1.3.2.Determine the available funding from all sources including, but not limited to funds dedicated and restricted for use in the procurement of CAD software through the State 911 Committee as per HB 155, and a supplemental allocation approved by the Salt Lake County Mayor and Salt Lake County Council for the same purpose. 1.3.3.If the consultant retained pursuant to this agreement determines that there is sufficient funding available to pay for all Salt Lake County Law Enforcement, all Salt Lake County Fire and Emergency Medical Service agencies, and all PSAPs and Dispatch Centers to adopt and purchase Computer Aided dispatching software from a single vendor, the consult may be contracted to assist the two PSAPs in perfecting an RFP for Public Safety Software, soliciting proposals and assisting in the analysis of CAD proposals in anticipation of awarding a contract for the optimal CAD solutions.

1.4.

Background Information

1.4.1.

The 2014 Utah Legislature passed HB155 which establishes in part, the Computer Aided Dispatch Restricted Account (63h-7-310) intended to assist local and state agencies in the acquisition and maintenance of an interoperable public safety computer aided dispatch system within the state. HB155 at 63H-7-310 provides that: (2) The money in this restricted account shall be used exclusively for the following statewide public purposes: (a) enhancing public safety as provided in this chapter; and (b) creating and maintaining a shared computer aided dispatch system including: (i) a single computer aided dispatch platform that will be selected, maintained, shared or hosted on a statewide or regional basis;

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(ii) a single computer aided dispatch platform selected by a county of the first class; when (A) authorized through an interlocal agreement between the county’s two primary public safety answering points; and (B) the county’s computer aided dispatch platform is capable of interfacing with the platform described in Subsection (2)(b)(i); and (iii) the statewide computer aided dispatch system data sharing platform to provide interoperability of systems. 1.4.2.

The major goals in issuing this RFP is to determine the financial and practical feasibility of all Salt Lake County public safety agencies in adopting a common Computer Aided Dispatch platform to better assists call takers and dispatchers to more efficiently and accurately convey 911 caller information to the appropriate public safety first responders and to accelerate the arrival of emergency field personnel.

1.4.3.

The project shall include the analysis and costs of delivering and installing new software, hardware (if needed) and system documentation for the two PSAPs and all public safety agencies identified, along with training and other implementation services including data conversion.

2. Definitions and Abbreviations 2.1.

"Contract" means a written agreement for the procurement of items of tangible personal property, services or professional services.

2.2.

"Contracting Consultant" shall mean the successful Proposer who enters into a Professional Services Contract with City 911 and VECC.

2.3.

"Determination" means the written documentation of a joint decision of the Salt Lake City Communication Center Director and the Executive Director of VECC, including findings of fact required to support a decision regarding the procurement and contracting processes. A determination becomes part of the procurement file.

2.4.

"Desirable" – the terms "may", "can", "should", "preferably", or "prefers" identify a desirable or discretionary items or factors.

2.5.

"Evaluation Committee" or “Committee” means an empanelled group of individuals appointed to perform the evaluation of received Proposer’s responses to this RFP.

2.6.

"Evaluation Committee Report" means a report prepared by the Chairman of the Evaluation Committee for contract award. It will contain written determinations resulting from the evaluation process.

2.7.

“Finalist” means a Proposer and/or Proposers who meet all the mandatory specifications of this Request for Proposals and whose score on evaluation factors is sufficiently high to merit further consideration by the Evaluation Committee.

2.8.

“Hourly Rate” means the proposed fully loaded maximum hourly rates that include travel, per diem, fringe benefits and any overhead costs for consultant personnel, as well as subcontractor personnel if appropriate.

2.9.

"Mandatory" – the terms "must", "shall", "will", "is required", or "are required", identify mandatory items or factors. Failure to meet a mandatory item or factor will result in the rejection of the Proposer’s offering.

2.10.

“Offer” means the Proposer’s response to the terms and conditions of this RFP, including but not limited to time frames, commitment of professional staff, rates of pay and reimbursable.

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2.11.

"Price Agreement" means a definite quantity contract or indefinite quantity contract which requires the consultant to furnish services to City 911 and VECC.

2.12.

“Proposer” is any person, corporation, or partnership who chooses to respond to this Request for Proposals.

2.13.

“Proprietary Information” means trade secrets, academic and scientific research work which is in progress and unpublished and other information which if released would give advantage to business competitors and serve no public purpose.

2.14.

“Public Safety Answering Point (PSAP)” means the two primary PSAPs within Salt Lake County which have joined together to issue this RFP and intend to jointly contract with the successful Proposer for Consulting Services.

2.15.

"Responsible Proposer" means a contractor submitting a responsive proposal and who has furnished, when required, information and data to prove that its financial resources, production or service facilities, personnel, service reputation and experience are adequate to make satisfactory delivery of the services described in the proposal.

2.16.

"Request for Proposals" or "RFP" means all documents, including those attached or incorporated by reference, used for soliciting proposals for tangible goods and / or services.

2.17.

"Responsive Proposal" means an offer or proposal which conforms in all material respects to the requirements set forth in this request for Request for Proposals. Material respects of a request include, but are not limited to experience, quality, quantity price, or deliverable requirements.

2.18.

“Solicited and Awarded” means an Invitation to Bid was made available to the general public, through any means deemed appropriate by the joint Consultant Selection Committee.

2.19.

"Request for Proposals" or "RFP" means all documents, including those attached or incorporated by reference, used for soliciting proposals of a professional nature.

3. RFP Availability 3.1.

This RFP is only available in electronic form through the VECC administration. Interested consultants may access the RFP through the website www.vecc9-1-1/cadsystem-rfp.htm.

3.2.

Public Notices, revisions and addendum to this RFP will be included on this website.

3.3.

Questions regarding the intent or interpretation of any provision of this RFP must be submitted in writing to John Inch Morgan, Executive Director, and identified as “Public Safety Software Consulting RFP”. Questions or clarifications may be submitted by email to [email protected].

3.4.

Written answer will be provided through an addendum to the RFP and posted on the internet at www.vecc9-1-1/cadsystem-rfp.htm on or before the closing date of the RFP. Consultants are encouraged to access this site regularly throughout the RFP scheduled events period.

3.5.

Consultants are advised that the designated contact person in this RFP is the only person empowered to clarify issues or render an opinion regarding the requirements of this Request for Proposal. No other employee of Salt Lake City 911, VECC or member of the Evaluation Committee is empowered to make clarifying or binding statements regarding this RFP. From the date that the RFP is issued until the award of contract is announced, contact regarding the RFP selection process between consultants and individuals employed by Salt Lake City 911, VECC, or employees of the member agencies is prohibited. Violation of this requirement may be considered sufficient cause to reject a consultant’s proposal and selection. 6

3.5.1.

The following exceptions to these contact restrictions include:

3.5.1.1. Written communications with the person identified as the point of contact in this RFP; or with persons directed in writing to clarify instructions, provisions and conditions of this document; 3.5.1.2. Contact pursuant to any pre-existing contact or obligation with Salt Lake City 911, VECC employees or employees of member agencies; and 3.5.1.3. Requested presentation, interviews, clarifications or discussions to finalize a contract related to this RFP.

4. Submission of Proposals 4.1.

One (1) signed original, and one (1) electronic copy of the RFP, either by email, thumb drive or CD must be submitted by the published due date and time. Submission of electronic documents must be compatible with Adobe PDF, Microsoft Word, Microsoft Excel and Microsoft Power Point formats. Addendums and supplemental information must be submitted by the proposal due date and time.

4.2.

The identification of any and all proprietary and/or copyrighted material must be clearly identified in the consultant’s submittals. Information declared by the consultant as such must be submitted on separate electronic media and clearly labeled as “Proprietary” and/or “Copyrighted” material along with any limitations for use of such material. Notification of the inclusion of proprietary and copyrighted materials must be included in the transmittal letter, where the section(s) containing such material is clearly identified.

4.3.

Proposals must be submitted to: Salt Lake Valley Emergency Communications Center (VECC), Public Safety Software Request for Proposal – Computer Aided Dispatch System Attention John Inch Morgan, 5360 South Ridge Village Drive, West Valley, Utah 84118-4100.

4.4.

Each consultant is responsible for all costs incurred in the preparation, demonstration, or negotiation of a resulting contract for service.

4.5.

Submittals received after the due date, regardless of the reason, will not be accepted and will be returned to the sender unopened.

4.6.

Information included in a consultant’s proposal and all documentation provided therein, with the exception of proprietary information, becomes the property of the Salt Lake City 911 and the VECC Board of Trustees and subject to Government Records Access Management Act (GRAMA) of the State of Utah, title 63G-2, UCA, following the execution of the awarded contract. All documents submitted as part of the consultant’s proposal will be deemed confidential during the evaluation process. 4.6.1.

If the consultant wishes to have any information withheld from the public, such information must fall within the defined exceptions of GRAMA. All proprietary information must be submitted in a separate sealed package, and clearly labeled “Proprietary” on the outside of the package.

4.6.2.

A response to the RFP may not be declared proprietary in its entirety. The cost proposal section of a submitted proposal also may not be declared and marked as proprietary information.

4.6.3.

Proprietary information is defined in this RFP as trade secrets, academic and scientific research work which is in progress and unpublished and other information which if released would give advantage to business competitors and serve no public purpose.

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5. Evaluation of Proposals 5.1.

The Consultant Selection Committee appointed by Salt Lake City 911 and VECC will conduct a fair, impartial and comprehensive evaluation of all submitted RFPs consistent with the criteria listed below. The Consultant Committee will empanelled with four (4) representatives from each PSAP consisting of the Director of the Salt Lake City 911 Communications Center and the Executive Director of VECC; one representative from the governing board of VECC; one representative from the Salt Lake City Mayor’s Office; one representative from each primary PSAP representing Fire and Emergency Medical Services and one representative from each primary PSAP representing Law Enforcement services. Membership of the Consultant Selection Committee will not be public information prior to the contract award.

5.2.

All responses to this RFP that fulfill all mandatory requirements will be evaluated. Committee members will independently review and evaluate all submitted information determined to be received timely and to be responsive to the requirements of this RFP.

5.3.

The Consultant Selection Committee will make a recommendation to the Executive Director that includes a list of consultants to proceed to the second round of evaluations which may include interviews of key personnel assigned to this project.

5.4.

The Consultant Selection Committee will then make a recommendation for the award of a contract to the successful consultant, and, upon approval and acceptance by the respective PSAPs, the Executive Director shall create a binding and enforceable contract.

5.5.

The Consultant Selection Committee shall assign a maximum number of points for each evaluation requirement in the consultant’s statement. All assigned points shall be at the sole discretion of each Committee member. Proposals that do not meet or comply with the instructions of this RFP may be considered non-responsive or non-conforming and receive no points and be subject to disqualification.

5.6.

Evaluation Criteria Weight – All proposals shall be evaluated using the same criteria and scoring process. The Consultant Selection Committee shall apply the following scoring criteria:

Evaluation Scoring Maximum Points Consultant’s capacity to meeting the requirements of this project

20

Experience

25

Qualifications of Principles and Staff

20

References

5

Cost

30

Total Score

100

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5.6.1.

Each potential Consultant’s proposal must include a description of the Consultant’s capacity to meet the requirements including but not limited to the financial capacity of the firm, the size of the technical staff, and the ability to perform the desired work within the defined time period.

5.6.1.1. Consultant must submit chronological resumes of all proposed professional staff members and subcontractor who will be performing work under this contract. 5.6.1.2. The proposal must include a description of the extent of staff experience and expertise with similar contracts and work related to development and evaluation of RFPs and consultant’s proposals to replace Public Safety software systems. 5.6.2.

Responses to this RFP must include at least five (5) references of public safety communications organizations that have worked with the Consultant in a professional consulting capacity. References must include the organization’s name, complete physical and mailing addresses, contact name, contact telephone and email information, the specific service provided to the referenced agency.

5.6.2.1. The Committee reserves the right to check any reference(s), regardless of the source of the reference information, including but not limited to, those that are identified by the Consultant in their proposal, those indicated through the explicitly specified contacts, those that are identified during the review of the proposal, or those that result from communication with other entities involved with similar projects. 5.6.2.2. Information to be requested and evaluated from references may include, but is not limited to, some or all of the following: project description and background, job performed, functional and technical abilities, communication skills and timeliness, cost and schedule estimates and accuracy, problems (poor quality deliverables, contract disputes, work stoppages, et cetera), overall performance, and whether or not the reference would rehire the firm or individual. Only top scoring bidders may receive reference checks and negative references may eliminate bidders from consideration for award. 5.6.3.

RFP responses must include an all inclusive total cost of services either as a lump sum or an hourly billable rate. If submitting a lump sum cost, the Consultant must include an estimate of the time required to complete this project.

6. Selection of Finalists 6.1. The Committee will select and the Executive Director will notify the finalist Consultant as per schedule of Important Dates listed at the beginning of this document or as soon as possible. 6.2. A schedule for oral interviews will be determined at that time. 6.3. Contract Award 6.3.1.

Finalists may be asked to submit revisions to their proposals for the purpose of obtaining best and final offers. Best and final offers may also be clarified and amended at finalist Consultant’s oral presentation and demonstration.

6.3.2.

After review of the Consultant Selection Committee Report, the contract shall be awarded to the Proposer whose offer to perform the desired service is most advantageous to the two communications centers, its members and potential agency partners, taking into consideration the weighted evaluation factors set forth in this RFP. The most advantageous proposal may or may not have received the most points.

6.4. Finalize Contract

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The contract will be finalized as soon as possible following the success negotiations of contract terms. In the event that mutually agreeable terms cannot be reached within the time specified, the parties reserves the right to finalize a contract with the next most advantageous Proposer without undertaking a new procurement process.

7. GENERAL REQUIREMENTS 7.1. Statement of Compliance 7.1.1.

Proposers must include an affirmative statement that the author of the proposal has reviewed all of the requirements and specification contained in this RFP and has responded to each requirement and question.

7.1.2.

Proposers must include a descriptive narrative of the prospective Consultant’s approach to assisting City 911 and VECC and all other Salt Lake Valley public safety agencies with the solicitation of Public Safety software vendors and the evaluation of proposals that may be submitted by such vendors.

8. Terms and Conditions 8.1.

By submitting and signing a proposal in response to this RFP, the Proposer guarantees compliance with the provisions stated in this RFP, agrees to the standard conditions and terms and certifies it maintains a drug free work place.

8.2.

City 911 and VECC reserves the right to accept or reject any or all proposals or any part of any proposal, to waive defects, technicalities or any specifications, to act as the sole judge of the merit and qualifications of each product offered, or to solicit new proposals on the same project or on a modified project which may include portions of the originally proposed project as deemed in the best interest of the Public Safety agencies within the Salt Lake County area..

8.3.

City 911 and VECC reserves the right to cancel this solicitation at any time during the RFP process for any reason or for no reason. The issuance of this RFP is not a commitment, expressed or implied that this process will result in a contract for products and/or services with any consultant.

8.4.

The successful Consultant shall comply with all applicable local, State and Federal statutes and regulations regarding civil rights laws and equal opportunity employment. Neither the Consultant nor any subcontractors shall discriminate against any employee or applicant for employment, to be employed in the performance of such contract, with respect to the employee or applicant’s tenure, terms, conditions, or privileges of employment, because of his race, color, religion, sex, disability, or national origin.

8.5.

The Consultant shall not commence work under a resulting contract until he or she has obtained all the required insurance hereunder and has provided City 911 and VECC with proof of insurance. The consultant shall not allow any subcontractor to commence work on his or her subcontract until all similar insurance required of the subcontractor has been obtained and provided proof of insurance. 8.5.1.

Proof of the insurance submitted by the consultant to City 911 and VECC shall not limit, relieve or decrease the liability of the Consultant.

8.5.2.

If by the terms of any insurance includes a mandatory deductible, or if the Consultant elects to increase the mandatory deductible amount, the Consultant shall be responsible for payment of the amount of the deductible in the event of a paid claim.

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8.6.

Workers’ Compensation and Employer's Liability Insurance for all of the contactors’ employees to be engaged in work on the project under this Contract and, in case any such work is sublet. The Consultant shall require the subcontractor similarly to provide Worker's Compensation and Employer's Liability Insurance for the subcontractor’s employees who are intended to be engaged in such work.

8.7.

The Consultant shall take out and maintain during the life of this Contract Commercial General Liability Insurance and Commercial Automobile Liability Insurance to protect consultant and any subcontractor performing work covered by this Contract from claims for damages for bodily injury, including death, as well as from claims for property damage, which may arise from operations under this Contract, whether such operation be by the Consultant or by any subcontractor or by anyone directly or indirectly employed by either of them, and the amounts of such insurance shall not be less than limits stated hereinafter. 8.7.1.

The Commercial General Liability Insurance shall be written on an occurrence basis, and provide Premises/Operations, Products/Completed Operations, Independent Consultants, Personal Injury and Contractual Liability coverage.

8.7.2.

The policy shall include City 911 and VECC, and others as required by the contract documents, as an Additional Insured. This policy shall be primary, and any insurance or self-insurance carried by City 911 and VECC shall be considered excess and noncontributory. The Commercial Automobile Liability Insurance shall be written to cover all Owned, Non-owned and Hired vehicles.

9. Incurring Cost 9.1.

Any cost incurred by the potential Consultant in preparation, transmittal, and/or presentation of any proposal or material submitted in response to this RFP shall be borne solely by the Consultant.

9.2.

Any cost incurred by the Consultant for set up and demonstration of the proposed equipment and/or system shall be borne solely by the Consultant

10. Prime Consultant Responsibility 10.1. Contract(s) that may result from this RFP shall specify that the prime consultant is solely responsible for fulfillment of any contract with City 911 and VECC which may derive from this RFP.

11. Subcontractors 11.1. The use of subcontractors is allowed. The prime consultant shall be wholly responsible for the entire performance of the contract whether or not subcontractors are used.

12. Amended Offers 12.1. A Proposer may submit an amended proposal before the deadline for receipt of proposals. 12.2. Such amended proposals must be complete replacements for a previously submitted proposal and must be clearly identified as such in the transmittal letter. City 911 and/or VECC personnel will not merge, collate, or assemble proposal materials.

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13. Proposal Offer Firm 13.1. Responses to this RFP, including proposal prices for services, will be considered firm for one hundred twenty (120) days after the due date for receipt of proposals or ninety (90) days after the due date for the receipt of a best and final offer, if the Contractor is invited or required to submit one.

14. Disclosure of Proposal Contents 14.1. The proposals will be kept confidential until negotiations are completed. 14.2. At that time, all proposals and documents pertaining to the proposals will be open to the public, except for material that is clearly marked proprietary or confidential. The Executive Director will not disclose or make public any pages of a proposal on which the potential Consultant has stamped or imprinted "Proprietary", “Copyright” or "Confidential" subject to the following requirements: 14.2.1. Proprietary or confidential data shall be readily separable from the proposal in order to facilitate eventual public inspection of the non-confidential portion of the proposal. 14.2.2. Confidential data is normally restricted to confidential financial information concerning the Consultant’ s organization and data that qualifies as a trade secret in accordance with the Uniform Trade Secrets Act, UCA Title 13 Chapter 24. The price of products offered or the cost of services proposed shall not be designated as proprietary or confidential information. 14.2.3. If a request is received for disclosure of data for which an Consultant has made a written request for confidentiality, the Committee will examine the Consultant’s request and make a written determination that specifies which portions of the proposal should be disclosed. 14.2.4. Unless the Consultant takes legal action to prevent the disclosure, the proposal will be so disclosed. The proposal shall be open to public inspection subject to any continuing prohibition on the disclosure of confidential data.

15. No Obligation 15.1. This solicitation of Request for Proposals in no manner obligates City 911, VECC or any Salt Lake Valley Public Safety agency to the use of Consultant’s services until a valid written contract is awarded and approved by appropriate authorities.

16. Termination 16.1. This RFP may be canceled at any time and any and all proposals may be rejected in whole or in part when City 911 and VECC determines such action to be in the best interest of its member agencies.

17. Sufficient Appropriation 17.1. Any contract awarded as a result of this RFP process may be terminated if sufficient appropriations or authorizations do not exist. Such terminations will be effected by sending written notice to the Proposer. City 911 and VECC’s decision as to whether sufficient appropriations and authorizations are available will be final.

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18. Legal Review 18.1. City 911 and VECC requires that all Proposers agree to be bound by the General Requirements contained in this RFP. Any Consultant concerns must be promptly brought in writing to the attention of the Executive Director.

19. Governing Law 19.1. This procurement process and any agreement with a Proposer which may result from this RFP process shall be governed by the laws of the State of Utah.

20. Basis for Offering 20.1. Only information supplied, in writing by the Executive Director or in this RFP should be used as the basis for the preparation of Consultant proposals. 20.2. Current and updated information regarding this project is available on the VECC web site www.vecc9-1-1/cadsystem-rfp.htm.

21. Contract Terms and Conditions 21.1. The contract between City 911, VECC and a Proposer will follow the format specified by the two PSAPs and contain the terms and conditions set forth in this RFP. 21.2. Salt Lake City 911 and VECC, however, reserves the right to negotiate with a Proposer provisions in addition to those contained in the RFP. The contents of the RFP, as revised and or supplemented, and the successful Consultant’s proposal will be incorporated into and become a part of the contract. 21.3. Should a Proposer object to any of the terms and conditions, the Proposer must offer specific alternative language. Salt Lake City 911 and VECC may or may not accept the alternative language. General reference to the Proposer’s terms and conditions or attempts at complete substitutions is not acceptable and will result in disqualification of the Contractor’s proposal. 21.4. Contractor must provide a brief discussion of the purpose and impact, if any, of each proposed change followed by the specific proposed alternate wording.

22. Proposer’s Terms and Conditions 22.1. Proposer must submit with their response a complete set of any additional terms and conditions they expect to have included in a negotiated contract. 22.2. Any additional terms and conditions, which may be the subject of negotiation, will be discussed only between Salt Lake City 911, VECC and the Proposer and shall not be deemed an opportunity to amend the Proposer’s offer.

23. Right to Waive Minor Irregularities 23.1. The Committee reserves the right to waive minor irregularities. 23.2. The Committee also reserves the right to waive mandatory requirements provided that all the otherwise responsible proposals failed to meet the same mandatory requires and the failure to do so does not otherwise materially affect the selection process.

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24. Notice 24.1. Utah criminal statutes impose felony penalties for bribes, gratuities and kickbacks.

25. Confidentiality 25.1. Any confidential information provided to, or developed by the consultant in the performance of the contract that my result from this RFP shall be kept confidential and shall not be made available to any individual or organization by the consultant without the prior express written approval of Salt Lake City 911 and VECC, it members, or any other government agency. 25.2. The Consultant agrees to protect the confidentiality of all confidential information and not to publish or disclose such information to any third party with the express written permission of Salt Lake City 911 and VECC, it members, or any other government agency.

26. Use of Electronic Versions of this RFP 26.1. This RFP is only available electronically on the VECC web site. Responding Proposers to this RFP must acknowledge and accept responsibility to insure that no changes are made to the RFP. In the event of conflict between a version of the RFP in the Proposer’s possession and the official version maintained by VECC, the version maintained by VECC shall govern.

27. Conflict of Interest 27.1. Each Proposer must provide an affirmative statement that the firm and all individuals who may be engaged in this project on behalf of the consultant has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance or services required by this project.

28. Proposal Format 28.1.

Responding Proposers must organize their response in the following format:

Section No. 1 – Letter of Transmittal Section No. 2 – Table of Contents Section No. 3 – Executive Summary and Firm Overview Section No. 4 – Response to Specifications Section No. 5 – Response to Contract Terms Section No. 6 – Signed Affidavits -- Conflict of Interest -- Confidentiality Section No. 6 – Pricing Section No. 7 – Comments, Explanations and Attachments Proposals are to be submitted on standard 8 ½” x 11” paper. Tables, charts and spreadsheets may be submitted on larger sheets, but must meet the 8 ½” x 11” format when folded and inserted into the proposal. 28.2.

Proposers are encouraged to submit concise proposals that are not overly lengthy. It is unnecessary to include elaborate and costly promotional materials beyond that which is directly required by this RFP.

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28.3.

The Technical and Cost Proposals shall be submitted as separate sections and clearly labeled.

28.4.

Pages must be numbered consecutively within each section. Exhibits, tables, charts and figures must be given some type of identifier and be referenced in the narrative by that identifier. Exhibits should be placed in the narrative as close as practical to the reference.

28.5.

The Letter of Transmittal must include an affirmative statement that no ex-parte communication has occurred with any stakeholder subsequent the issuance of this Request for Proposal.

29. Specifications 29.1. Proposers should respond to each specification in a narrative format, unless otherwise specified. The narrative and any supporting materials will be evaluated and awarded points as described above. 29.2. Salt Lake City 911 and VECC will provide on-site workspace for the Consultant when needed. 29.3. Level of Effort 29.3.1. Proposer must propose a level of effort sufficient to complete project deliverables within the time frame specified. 29.3.2. The resulting contract is scheduled to begin on the award date as referenced in the sequence of events, or as soon as possible thereafter. The contract deliverables are to be completed within 60 days of the contract effective date.

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Sample Contract Professional Services Agreement Consulting Services for Public Safety Software Systems THIS Professional Services Agreement (“Agreement”) is made by and between Salt Lake City Corporation (hereinafter “City 911”), Salt Lake Valley Emergency Communications Center (hereinafter “VECC”), and ________________________ , hereinafter referred to as the “Contractor” and collectively referred to as the “Parties”. WHEREAS, City 911 and VECC have solicited proposals from qualified contractors to consult with City 911 and VECC, and their member public safety agencies regarding the feasibility of procuring and installing a single Public Safety Computer Aided Dispatching Software system to be used by all Salt Lake County Law Enforcement Agencies, all Fire and Emergency Medical Agencies; and WHEREAS, the Contractor has held itself out as expert in implementing the Scope of Work as contained herein and City 911 and VECC have selected the Contractor as the Consultant most advantageous to the Public Safety Answer Points within the Salt Lake County geographic area; and WHEREAS, all terms and conditions of the Contractor’s response to the RFP for consulting services are incorporated herein by reference. NOW THEREFORE, it is mutually agreed between the parties: ARTICLE 1 – DEFINITIONS “Acceptance” or “Accepted” shall mean the approval, on the part of VECC that all Deliverables have been received as agreed upon by the parties. “Business Days” shall mean Monday through Friday, 8:00 a.m. (MST or MDT) to 5:00 p.m. except for declared state and/or federal holidays. “Change Orders or Change Request” shall mean the document utilized to request changes or revisions in the Scope of Work, “Confidential Information” means any communication or record (whether oral, written, electronically stored or transmitted, or in any other form) that consists of: A. Confidential client information as such term is defined in State or Federal statutes and/or regulations; B. All attorney-client privileged work product; C. All information designated by the VECC Executive Director after consultation with the joint Consultant Selection Committee, as confidential, including all information designated as confidential under federal or state law or regulations; and D. Information that is utilized, received, or maintained by City 911 and VECC, its member agencies and other participating State and Local agencies, the Contractor for the purpose 16

of fulfilling a duty or obligation under this Agreement and that has not been publicly disclosed. “Consultant Selection Committee” mean the empanelled members appointed by Salt Lake City and Salt Lake Valley Emergency Communications Center to evaluate all proposals received in response to the RFP for Consulting Services. “Default” or “Breach” shall mean a violation of this Agreement by either failure to perform one’s own contractual obligations or by interfering with another Party’s ability to perform its obligations. “Deliverable” shall mean any verifiable outcome, result, service or product that must be delivered, developed, performed or produced by the Contractor as defined by the Scope of Work. “Designated Representative” shall mean a substitute(s) for a title or role, e.g. Executive Director, when the primary is not available. “Executive Director” shall be the Executive Director of VECC and is the person responsible for all aspects of the administration of this Agreement. Under the terms of this Agreement, the Executive Director shall be John Inch Morgan or his Designated Representative. “Intellectual Property” shall mean any and all proprietary information developed pursuant to the terms of this Agreement. “Payment Invoice” shall mean a detailed, certified and written request for payment of Services by and rendered from the Contractor to VECC. Payment Invoice(s) must contain the fixed price Deliverable cost and identify the Deliverable for which the Payment Invoice is submitted. “Project” shall mean a temporary endeavor undertaken to solve a well-defined goal or objective with clearly defined start and end times, a set of clearly defined tasks, and a budget. The Project terminates once the Project scope is achieved and the Project approval is given by the Executive Director. “Project Manager” shall mean a qualified person appointed by City 911 and VECC responsible for the application of knowledge, skills, tools, and techniques to the Project activities to meet the Project requirements from initiation to close. “Qualified” means demonstrated experience performing activities and tasks with Projects. “Quality Assurance” shall mean a planned and systematic pattern of all actions necessary to provide adequate confidence that a Deliverable conforms to established requirements, customer needs, and user expectations. “Services” shall mean the tasks, functions, and responsibilities assigned and delegated to the Contractor under this Agreement. “Turnover Plan” means the written plan developed by the Contractor and approved by City 911 and VECC in the event that the work described in this Agreement transfers to another consultant.

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ARTICLE 2 – SCOPE OF WORK The Contractor shall perform the work as outlined in Exhibit A, attached hereto and incorporated herein by reference. The Contractor shall substantially perform to the satisfaction of City 911 and VECC, the Performance Measures set forth in Exhibit A. In the event the Contractor fails to obtain the results described in Exhibit A, the project manager may provide written notice to the Contractor of the Default and specify a reasonable period of time in which the Contractor shall advise the project manager of specific steps it will take to achieve these results and the proposed timetable for implementation. Nothing in this Section shall be construed to prevent City 911 and VECC from exercising their respective rights pursuant to Article 5 or Article 15. The Contractor shall meet the due dates, as set forth in Exhibit A, which due dates shall not be altered or waived by all contracting parties without prior written approval, through the Amendment process, as defined in Article 19. ARTICLE 3 – COMPENSATION A. Compensation Schedule. The project manager shall pay to the Contractor based upon fixed prices for each Deliverable, per the schedule outlined in Exhibit A, less retention, as identified in Paragraph C. B. Payment. The total compensation under this Agreement shall not exceed $_____________. This amount is a maximum to be paid and not a guaranteed amount. In no event will the Contractor be paid for Services provided in excess of the total compensation amount without a change order or change request and an amendment to this Agreement being authorized in writing prior to the additional services being performed. C. Retention. The project manager shall retain 5 percent of the total invoiced amounts from each invoice. All amounts retained shall be released to the Contractor upon Acceptance of the final Deliverable.

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ARTICLE 4 – ACCEPTANCE A. Submission. Upon completion of agreed upon Deliverables as set forth in Article 2 and Exhibit A, Contractor shall submit a Payment Invoice with the Deliverable, or a description of the Deliverable to the Project Manager. Each Payment Invoice shall be for the description of the Deliverable. Each Payment Invoice shall be for the fixed Deliverable price as set forth in Article 2 Exhibit A, less retention as set forth in Article 3 C. B. Acceptance. The Project Manager or his designee shall determine if the Deliverable provided meets specifications. No payment shall be made for any Deliverable provided that does not meet the specifications of the RFP and this Agreement. No payment shall be made for any Deliverable until the specified Deliverable that is the subject of the Payment Invoice has been accepted, in writing, by the Project Manager. Acceptance of a Deliverable is based upon: a. Compliance with the deliverable requirement as defined in Article 2 and Exhibit A; b. Compliance with the terms and conditions of the RFP proposal; c. Meeting the performance measures for the Deliverables and this Agreement; and d. Meeting or exceeding the generally accepted industry standards and procedures for the Deliverables. If the Deliverables are deemed to not be Acceptable by the Project Manager, the Executive Director will notify the Contractor in writing within ten (10) business days of any deficiencies. If the Deliverables are determined to be Acceptable, the Executive Director will approve the Payment Invoice and process the invoice for payment within 15 business days. Upon rejection and receipt of comments from the Executive Director, the Contractor will have ten (10) business days to resubmit the Deliverable to the Executive Director with all appropriate corrections or modifications. The Executive Director will again determine whether the Deliverables are Acceptable and will provide written determination within ten (10 business days of receipt of the revised and amended Deliverable. If the Deliverable is once again deemed to be unacceptable by the Executive Director, the Contractor will be required to provide a remediation plan that shall include a timeline for corrective action acceptable to the members of City 911 and VECC. The Contractor shall be subject to all damages and remedies attributable to the late delivery of the Deliverable under the terms of this Agreement. In the event that a Deliverable must be resubmitted more than two times, the Contractor shall be deemed as in breach of this Agreement and the Executive Director, after consultation with the executive board of Salt 911 and VECC may: A. Seek any and all damages and remedies available under the terms of this Agreement and the laws of the State of Utah; and B. Terminate this Agreement with the Contractor.

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ARTICLE 5 – TERMINATION This Agreement shall not be effective or binding until approved by the VECC Board of Trustees and the Executive Board of City 911 and signed by the Executive Director VECC and the Director of 911. This Agreement shall terminate on __________, unless terminated pursuant to Article 5. A. Grounds. City 911 and VECC may terminate this Agreement for convenience or cause. The Contractor may only terminate this Agreement based upon PSAP’s uncured, material breach of this Agreement. B. Appropriations. City 911’s and VECC’s decision as to whether sufficient appropriations are available shall be accepted by the Contractor and shall be final. If City 911 and VECC terminates this Agreement pursuant to this subsection, The Executive Director shall provide the Contractor written notice of such termination at least fifteen (15 business days prior to the effective date of the termination. C. Notice to Cure. a. Except as otherwise provided, The Executive Director shall give the Contractor written notice of termination at least thirty (30) days prior to the intended date of termination. b. Contractor shall give City 911 and VECC written notice of termination at least thirty (30) days prior to the intended date of termination, which notice shall: i. Identify the PSAP’s material breaches of the Agreement upon which the termination is based, and ii. State what PSAPs must do to cure such material breaches. Contractor’s notice of termination shall only be effective: 1. If the PSAPs do not cure all material breaches within the thirty (30) day notice period or; 2. In the case of material breaches that cannot be cured within thirty (30) days, the PSAPs must notify the Contractor of their intent to cure and begin with due diligence to cure the material breach. c. Notwithstanding the foregoing, this Agreement may be terminated immediately upon written notice to the Contractor i. If the Contractor becomes unable to perform the services contracted for, as determined by City 911 and VECC; or ii. The Agreement is terminated pursuant to Paragraph B, “Appropriations”, of this Agreement. D. Liability. Except as otherwise expressly allowed or provided under this Agreement, City 911’s and VECC’s sole liability upon termination shall be to pay for acceptable work performed prior to the Contractor’s receipt or issuance of a notice of termination; provided, however, that a notice of termination shall not nullify or otherwise affect either party’s liability for pre-termination defaults under or breaches of this Agreement. The

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Contractor shall submit an invoice for all such work within thirty (30) days of receiving or sending the notice of termination. ARTICLE 6 – TERMINATION MANAGEMENT A. Contractor. In the event this Agreement is terminated for any reason, or upon expiration, and in addition to all other rights to property set forth in this Agreement, the Contractor shall: a. Transfer, deliver, and/or make readily available to City 911 and VECC, property in which City 911 and VECC has a financial interest and any and all data and intellectual property of the two PSAPs; b. Incur no further financial obligations for materials, Services, or facilities under the Agreement without prior written approval of the two PSAPs; c. Terminate all purchase orders or procurements contracts and notify any subcontractors to cease all work, except as City 911 and VECC may direct, for orderly completion and transition; d. Take such action as City 911 and VECC may direct, for the protection and preservation of all property and all records related to and required by this Agreement; e. Agree that City 911 and VECC is not liable for any costs arising out of termination and that VECC is liable only for costs of Deliverables Accepted prior to the termination of the Agreement; f. Cooperate fully in the closeout or transition of any activities to permit continuity in the administration of the project; g. In the event that this Agreement is terminated due to the Contractor’s course of performance, negligence or willful misconduct and that course of performance, negligence, or willful misconduct results in reductions in City 911’s and VECC’s receipt of program funds from any governmental agency, the Contractor shall remit to City 911 and VECC the full amount of the reduction; h. Should this Agreement terminate due to the Contractor's Default, the Contractor shall reimburse City 911 and VECC for all costs arising from hiring new Contractor/subcontractors at potentially higher rates and for other costs incurred; i. In the event this Agreement is terminated for any reason, or upon its expiration, the Contractor shall develop and submit to Project Manager for approval an Agreement Turnover Plan at least ten (10) Business Days prior to the effective date of termination. Such Turnover Plan shall describe the Contractor’s work product to date to ensure that: i. least disruption in the delivery of Services during the transition to a substitute consultant; and ii. cooperation with City 911 and VECC and the substitute consultant iii. in transferring information and Services. 21

B. Salt Lake City 911 and VECC. In the event this Agreement is terminated for any reason, or upon expiration, and in addition to all other rights to property set forth in this Agreement, City 911 and VECC shall: a. Retain ownership of all work products and documentation created pursuant to this Agreement; and b. Pay the Contractor all amounts due for Services Accepted prior to the effective date of such termination or expiration. . ARTICLE 7 – INDEMNIFICATION A. General. The Contractor shall defend, indemnify and hold harmless City 911 and VECC and its member agencies, and their employees from all actions, proceedings, claims, demands, costs, damages, attorneys’ fees and all other liabilities and expenses of any kind from any source which may arise out of the performance of this Agreement, caused by the negligent act or failure to act of the Contractor, its officers, employees, subcontractors or agents, during the time when the Contractor, its officers, agents, employees, or subcontracts or thereof has or is performing Services pursuant to this Agreement. In the event that any action, suit or proceeding related to the Services performed by the Contractor or any officer, agent, employee, servant or subcontractor under this Agreement is brought against the Contractor, the Contractor shall, as soon as practicable, but no later than two (2) Business Days after it receives notice thereof, notify, by certified mail, the Executive Director of VECC and the Director of City 911. The indemnification obligation under this Agreement shall not be limited by the existence of any insurance policy or by any limitation on the amount or type of damages, compensation or benefits payable by or for Contractor or any subcontractor, and shall survive the termination of this Agreement. Money due or to become due to the Contractor under this Agreement may be retained by City 911 and VECC, as necessary, to satisfy any outstanding claim that City 911 and VECC may have against the Contractor. The parties agree that City 911 and VECC are governmental entities under the Utah Governmental Immunity Act, Utah Code Ann. Section 63G-7-101 et. seq. (the “Act”). Nothing in this Agreement shall be construed as a waiver of any rights or defenses otherwise applicable under the Act, including the provisions of section 63G-7-604 regarding limitation of judgments. ARTICLE 8 – CONTRACTOR PERSONNEL A. Key Personnel. Contractor’s personnel shall not be diverted from this Agreement without the prior written approval of the Project Manager. Key personnel are those individuals considered by City 911 and VECC to be mandatory to the work to be performed under this Agreement. B. Key Personnel. Contractor’s shall be: a. ________(list Key Personnel and position) b. ________ c. ________ d. ________ 22

C. Personnel Changes. Replacement of any personnel shall be made with personnel of equal ability, experience, and qualification and shall be approved by the Project Manager. For all personnel, City 911 and VECC reserves the right to require submission of their resumes prior to approval. If the number of Contractor’s personnel assigned to the Project is reduced for any reason, Contractor shall, within ten (10) Business Days of the reduction, replace with the same or greater number of personnel with equal ability, experience, and qualifications, subject to the Project Manager’s approval. The Project Manager, in his sole discretion, may approve additional time beyond the ten (10) Business Days for replacement of personnel. The Contractor shall include accountability status reports of its efforts and progress in finding replacements and the effect of the absence of the personnel on the progress of the Project. The Contractor shall also make interim arrangements to assure that the Project progress is not affected by the loss of personnel. City 911 and VECC reserves the right to require a change in Contractor’s personnel if the assigned personnel are not, in the sole opinion of the Project Manager meeting the expectations of this Agreement. ARTICLE 9 - CHANGE MANAGEMENT A. Contractor may only make changes or revisions within the Scope of Work as defined by Article 2 and Exhibit A after receipt of written approval by the Executive Director. Such change may only be made to Tasks or Sub-Task as defined in the Exhibit A. Under no circumstance shall such change affect the: a. Deliverable requirements, as outlined in Exhibit A; b. Due date of any Deliverable, as outlined in Exhibit A; c. Compensation of any Deliverable, as outlined in Exhibit A; d. Agreement compensation, as outlined in Article 3; or e. Agreement termination, as outlined in Article 5. B. Change Request Process. In the event that circumstances warrant a change to accomplish the Scope of Work as described above, a Change Request shall be submitted that meets the following criteria: a. The Project Manager shall draft a written Change Request for review and approval by the Director of City 911 and the VECC Executive Director to include: i. The name of the person requesting the change; ii. A summary of the required change; iii. The start date for the change; iv. The reason and necessity for change; v. The elements to be altered; and vi. The impact of the change. b. The Director of City 911 and the VECC Executive Director shall provide a written decision on the Change Request to the Contractor within a maximum of 23

ten (10 business days of receipt of the Change Request. All decision made by the Directors are final. Change Request, once approved become part of the Agreement and become binding as a part of the original Agreement. ARTICLE 10 – DEFAULT/BREACH In case of Default and/or Breach by the Contractor, for any reason whatsoever, City 911 and VECC may procure the goods or Services from another source and hold the Contractor responsible for any resulting excess costs and/or damages, including but not limited to, direct damages, indirect damages, consequential damages, special damages and the PSAPs may also seek all other remedies under the terms of this Agreement and under law or equity. ARTICLE 11 – EQUITABLE REMEDIES Contractor acknowledges that its failure to comply with any provision of this Agreement will cause City 911 and VECC irrevocable harm and that the Contractor consents to City 911’s and VECC’s obtaining from a court of competent jurisdiction, specific performance, or injunction, or any other equitable relief in order to enforce such compliance. City 911’s and VECC’s rights to obtain equitable relief pursuant to this Agreement shall be in addition to, and not in lieu of, any other remedy that City 911 and VECC may have under applicable law, including, but not limited to, monetary damages. ARTICLE 12 – LIABILITY Contractor shall be liable for damages arising out of injury to persons and/or damage to real or tangible personal property at any time, in any way, if and to the extent that the injury or damage was caused by or due to the fault or negligence of the Contractor. Nothing in this Agreement shall limit the Contractor’s liability, if any, to third parties and/or employees of City 911 or VECC, or any remedy that may exist under law or equity in the event a defect in the manufacture or installation of the equipment, or the negligent act or omission of the Contractor, its officers, employees, or agents, is the cause of injury to such person. ARTICLE 13 – ASSIGNMENT The Contractor shall not assign or transfer any interest in this Agreement or assign any claims for money due or to become due under this Agreement without the prior written approval of the Executive Director. ARTICLE 14 – SUBCONTRACTING A. General Provision. The Contractor shall not subcontract any portion of this Agreement without the prior written approval of the Executive Director. No such subcontracting shall relieve the Contractor from its obligations and liabilities under this Agreement, nor shall any subcontracting obligate payment from the PSAPs. B. Responsibility for subcontractor. The Contractor must not disclose Confidential information of City 911 or VECC, its members or other Public Safety agencies to a subcontractor unless and until such subcontractor has agreed in writing to protect the confidentiality of such Confidential information in the manner required of the Contractor under this Agreement. 24

ARTICLE 15 – RELEASE The Contractor’s Acceptance of final payment of the amount due under this Agreement shall release City 911 and VECC, its officers and employees from all liabilities, claims and obligations whatsoever arising from or under this Agreement. ARTICLE 16 – CONFIDENTIALITY Any Confidential Information provided to the Contractor by the PSAPs or, developed by the Contractor based on information provided by the PSAPs, its members or any other public safety agency, municipality or Salt Lake County in the performance of this Agreement shall be kept confidential and shall not be made available to any individual or organization by the Contractor without the prior written approval of the Executive Director and the entities involved in this project. Upon termination of this Agreement, Contractor shall deliver all Confidential Information in its possession to City 911 and VECC within thirty (30) Business Days of such termination. Contractor acknowledges that failure to deliver such Confidential Information to City 911 and VECC will result in direct, special and incidental damages. ARTICLE 17 – CONFLICT OF INTEREST The Contractor warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance or Services required under the Agreement. ARTICLE 18 - RECORDS AND AUDIT The Contractor shall maintain detailed time and expenditure records that indicate the date, time, nature and cost of Services rendered during this Agreement’s term and retain such records for a period of five (5) years from the date of final payment under this Agreement. The records shall be subject to inspection by the PSAPs and the other participating agencies, municipalities and Salt Lake County. City 911 and VECC shall have the right to audit billings both before and after payment. Payment for Services under this Agreement shall not foreclose the right of City 911 and VECC to recover excessive or illegal payments. ARTICLE 19 – AMENDMENT This Agreement shall not be altered, changed, or amended except by an instrument in writing executed by the Parties hereto. No amendment shall be effective or binding unless approved by all of the approval authorities. Amendments are required for the following: a. Deliverable requirements, as outlined in Exhibit A; b. Due Date of any Deliverable, as outlined in Exhibit A; c. Compensation of any Deliverable, as outlined in Exhibit A; d. Agreement Compensation, as outlined in Article 3; or

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e. Agreement termination, as outlined in Article 5. ARTICLE 20 – MERGER, SCOPE, ORDER OF PRECEDENCE A. Severable. The provisions of this Agreement are severable, and if for any reason, a clause, sentence or paragraph of this Agreement is determined to be invalid by a court or agency or commission having jurisdiction over the subject matter hereof, such invalidity shall not affect other provisions of this Agreement, which can be given effect without the invalid provision. B. Merger. This Agreement incorporates any and all agreements, covenants and understandings between the Parties concerning the subject matter hereof, and all such agreements, covenants and understanding have been merged into this Agreement. No prior agreement or understanding, verbal or otherwise, of the Parties or their agents or assignees shall be valid or enforceable unless embodied in this Agreement. ARTICLE 21 – NOTICES All deliveries, notices, requests, demands or other 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), when sent by overnight carrier, or upon telephone confirmation by Contractor to the sender of receipt of a facsimile communication that is followed by a mailed hard copy from the sender. Notices shall be addressed as follows: Valley Emergency Communications Center (VECC) John Inch Morgan, Executive Director [email protected] 801-840-4001 5360 South Ridge Village Road West Valley City, Utah 84118-4100 Salt Lake City 911 Communications Scott Freitag, Director [email protected] 475 South 300 East Salt Lake City, Utah 84111 For CONTRACTOR Name, Position, Company Name, E-mail Address, Telephone Number, Mailing Address. Any change to the Notice individual or the address, shall be effective only in writing. ARTICLE 22 – GENERAL PROVISIONS A. The Contractor agrees to abide by all federal and state laws of the State of Utah. 26

B. Equal Opportunity Compliance. The Contractor agrees to abide by all federal and state laws and rules and regulations pertaining to equal employment opportunity. In accordance with all such laws of the State of Utah, the Contractor agrees to assure that no person in the United States shall, on the grounds of race, religion, color, national origin, ancestry, sex, age, physical or mental handicap, serious medical condition, spousal affiliation, or sexual orientation, be excluded from employment with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity performed under this Agreement. If Contractor is found not to be in compliance with these requirements during the life of this Agreement, Contractor agrees to take appropriate steps to correct these deficiencies. C. Workers Compensation. . The Contractor agrees to comply with Utah State laws and rules applicable to workers compensation benefits for its employees. If the Contractor fails to comply with the Workers Compensation Act and applicable rules when required to do so, this Agreement may be terminated. D. Applicable Law. The laws of the State of Utah shall govern this Agreement. Venue shall be proper only in a Utah court of competent jurisdiction. By execution of this Agreement, Contractor acknowledges and agrees to the jurisdiction of the courts of the State of Utah over any and all such lawsuits arising under or out of any term of this Agreement. E. Waiver. A party's failure to require strict performance of any provision of this Agreement shall not waive or diminish that party's right thereafter to demand strict compliance with that or any other provision. No waiver by a party of any of its rights under this Agreement shall be effective unless expressed and in writing, and no effective waiver by a party of any of its rights shall be effective to waive any other rights. ARTICLE 23 – TIME Calculation of Time. Any time period herein calculated by reference to "days" means calendar days, unless Business Days are specifically identified; provided, however, that if the last day for a given activity falls on a Saturday, Sunday, or a holiday as observed by the State of Utah, the day for such activity shall be the first day following that day which is not a Saturday, Sunday, or such observed holiday.

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ARTICLE 24 – FORCE MAJEURE Neither party shall be liable in damages or have any right to terminate this Agreement for any delay or Default in performing hereunder if such delay or Default is caused by conditions beyond its control including, but not limited to Acts of God, Government, wars, insurrections and/or any other cause beyond the reasonable control of the parties whose performance is affected. ARTICLE 25- INSURANCE A. General. Contractor, at its own cost, shall secure and maintain during the term of this Agreement, including all renewal terms, the following minimum insurance coverage: B. Worker’s Compensation. Worker’s compensation and employer’s liability insurance sufficient to cover all of the Consultant’s employees pursuant to Utah law. This requirement includes those who are doing business as an individual and/or as a sole proprietor as well as corporations and partnerships. In the event any work is subcontracted, the Consultant shall require its subconsultants similarly to provide worker’s compensation insurance for all of the latter’s employees, unless a waiver of coverage is allowed and acquired pursuant to Utah law. City 911 and VECC should not be an additional insured for worker’s compensation insurance. C. Commercial General Liability. Commercial general liability insurance with City 911 and VECC as additional insureds, in the minimum amount of $_____________ per occurrence with a $____________ general aggregate. These limits can be covered either under a CGL insurance policy alone, or a combination of a CGL insurance policy and an umbrella insurance policy and/or a CGL insurance policy and an excess insurance policy. City 911 and VECC need not be listed as an additional insured on umbrella and/or excess insurance, only on the underlying policy. The policy shall protect City 911, VECC, the Consultant and any subconsultants from claims for damages for personal injury, including accidental death, and from claims for property damage that may arise from the Consultant’s operations under this Agreement whether performed by the Consultant itself, any subconsultant, or anyone directly or indirectly employed by either of them. Such insurance shall provide coverage for premises operations and acts of independent contractors. D. Commercial Automobile Liability. Commercial automobile liability insurance that provides coverage for owned, hired, and non-owned automobiles in the minimum amount of a combined single limit of $______________ per occurrence. These limits can be reached either with a commercial automobile liability insurance policy alone, or with a combination of a commercial automobile liability insurance policy and an umbrella insurance policy and/or a commercial automobile liability insurance and an excess insurance policy.

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ARTICLE _26- CONFLICT OF INTEREST STATEMENT Contractor represents that it has not: (1) provided an illegal gift or payoff to a City 911 or VECC officer or employee or former City 911 or VECC officer or employee, or his or her relative or business entity: (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (3) knowingly breached any of the ethical standards set forth in the Salt Lake City’s conflict of interest ordinance. Chapter 2.44, Salt Lake City Code: or (4) knowingly influenced a City 911 or a VECC officer or employee or former City 911 or VECC officer or employee to breach any of the ethical standards set forth in the Salt Lake City’s conflict of interest ordinance, Chapter 2.44, Salt Lake City Code. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date of the signature by the required approval authorities below.

By: _______________________________________________ Date: ___________________ Scott Freitag, Director Salt Lake City 911 Communications

By: _______________________________________________ Date: ___________________ John Inch Morgan, Executive Director VECC

By: ________________________________________________ Date: __________________ Contractor Name Title and Company Name

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EXHIBIT A – SCOPE OF WORK 1. Purpose of the Agreement is to engage a qualified Public Safety Communications professional to perform the following tasks 1.1. Determine the advisability and potential fully loaded costs of procuring and installing a single Public Safety Computer Aided Dispatching system in the two primary Salt Lake County Public Safety Answering Point communications centers, and all of the Law Enforcement agencies, Fire and Emergency Service Agencies. 1.1.1. The analysis should balance the quality and functionality of the CAD for multiple agencies in a growing metropolitan area of 1,079,721 people; with the cost effectiveness of the available solutions. 1.1.2. Given that the two PSAPs currently use CAD system from two different vendors, Versaterm and Spillman, the analysis must consider costs of moving from one platform to another, as well as costs to adopt a completely new platform. These cost should address training of public safety call takers, dispatchers and technical services personnel as well as first responders and record personnel. 1.2. Determine the available funding sources to procure the software and ancillary costs. Both Utah State and Salt Lake County have identified funding sources with the goal of identifying a common Public Safety CAD platform for State and Local entities. Other sources may also be known to the successful proposer and should be identified. 2. Should the consultant retained pursuant to this agreement determines that there is sufficient funding available to pay for all Salt Lake County Law Enforcement, all Salt Lake County Fire and Emergency Medical Service agencies, and all PSAPs and Dispatch Centers to adopt and purchase Computer Aided dispatching software from a single vendor, the consult may be contracted to assist the two PSAPs in perfecting an RFP for Public Safety Software, soliciting proposals and assisting in the analysis of CAD proposals in anticipation of awarding a contract for the optimal CAD solutions. 2.1. The scope of this RFP encompasses the review, analysis and modification of the draft RFP for Public Safety software; assistance in soliciting Public Safety Software vendors who may be interested in submitting a proposal to the Salt Lake Valley Public Safety Answering Point’s Request for Proposal, and facilitation and consultation in evaluating the proposals from public safety software vendors. 2.2. Salt Lake City 911 and VECC desire a completely independent assessment of the proposals given the specific needs of the public safety agencies in the Salt Lake Valley. Therefore the successful respondent to this RFP will not be permitted to submit a proposal for the CAD, RMS and MDCS associated with Public Safety Software RFP. 3. Performance Measures: 3.1. Specific Performance Measures will be jointly developed by Salt Lake City 911, VECC and the Consultant awarded the Contract for Services based upon the Consultant’s successful proposal. 3.2. Specific Timelines and Performance Milestones will be jointly developed by Salt Lake City 911, VECC and the Consultant awarded the Contract for Services based upon the Consultant’s successful proposal. 4. Deliverables

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4.1. Specific deliverables and timelines are to be jointly developed by Salt Lake City 911, VECC using the Consultant’s proposal. But will contain at a minimum a comprehensive report on the consultant’s analysis of the existing public safety CAD software systems being used in the Salt Lake Valley, the currently available public safety CAD software systems on the market, along with procurement and implementation costs should the public safety agencies in the area and their PSAPs choose to adopt one of the alternatives identified by the consultant. Additionally, the consultant will document any and all sources of funding for the procurement and installation of the recommended software system(s), along with realistic timelines for implementation. The Contractor must perform each task and/or subtask, but is not limited to performing only the identified task or sub tasks in a given project area. The Parties hereby agree that the Deliverable(s) are the controlling items and that the Contractor’s obligation is to perform and deliver the Deliverable as described in the mutually identified performance place and reported in an agreed upon format similar to the chart below. Deliverable

Due Date

1

Date & Time

Deliverable Name and Reference Number 1.1 Sub Tasks Reference 1.2 Sub Tasks Reference 2 Deliverable Name and Reference Number 2.1 Sub Tasks Reference

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Compensation or Draw Amount Specific Agreed upon Amount or Percentage Completion