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Resolution No. 5534 . , 1 2 3 4 5 6 7 8 RESOLU'rI 110. 5534 A RESOLUTION OF THE ClT COUNCIL OF THE CITY OF VERNON APpaOVING AND AUTHORIZING THE EXECUTION OF A COMPUTER SYSTEM AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND COMMAND DATA SYSTEMS PROVIDING OR THE PURCHASE OF A COMPUTER SOFTWARE PRRAM WHEREAS, Command Data S stems (CDS) engages in thebusi.. ness of furnishing a public safe y computer software program for pOliceoperat-ions and is capab e of providing professionally trained and qual.ified personnel 9 consult.and support the opera- the Vernon Police DepartmentJ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 tion of said software program and WHE1U;AS, CDS has tender d aCornputer Sys.tem Agreement. to provide the n'ecessary software, management and trainingt() the Five Thousand Seven Hundred Doll ($5,700) annually: and City of Vern()n fo.r the pUblic sa ety automated system in the to- tal sum of SixtY-Bight Thousand' Eight Dollars ($68,008), which inclUdes tax and a supplementar Qmnidex Information Manag~~~t System ~oftwar~program: .and WHEREAS, CDS is to prov support services at a cost of WHEREAS, the Agreement a contract for sup- plies and serv,icesfor whiCh pu lic bidding procedures pursuant to Vernon City Code Section 2 . 24 would not be. suitable since the required softw~re program is onl available from one vendor.' NOW. THEREFORE, BE IT SOLVED BY THE CITY . COUNCIL OF THE CITY ,OF VJ!:RNON AS FOLLOWS I SECTIONl, That the Ci of the City of Vernon the recitals cont.ained hereby finds and determJ.,nes that III 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 " hereinabove .are true and correct SECTION 2. Th"tthe Ci~. Y coun.eil of th!lCity Of Vernon hereby approves the Computer sysiem Agreement witbCPS,a copy of which has been presented to the City Council concurrently with this resolution, and the City Co ncil hereby orders said Computer System Agreement to be received nd filed by the City Clerk. SECTION 3: That the Ci y Council of the City of Vernon hereby authorizes the Mayor and the City Clerk to execute said Computer,system Agreement for, a d on behalf of, the City of Ver- non. SECTION. 4: That the b ddingprocedures fora contract in excess of Ten Thousand Dolla s ($10,000) are waived purs.\,Jant to Vernon City Code Section 2.27. SECTION 5: The. City Clerk of the City of Vernon shall certify to. the pa$sage of this resolution and thereupon and thereaft.erthe same shall be in ull force and effect. APPROVED AND NlOPTEDthis30th day of June, 1988. ~k~' --. . EONIS C. MALRG.Mao~ ~~/~ B~UCE V. MALKENHORST, City Clerk -2- 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 " 1 srATE OF CALIFORNIA ) )ss 2 COUNry OF LOS ANGELES ) 3 I, BRUCE V. MALKENHORST, City Clerk of the City of 4 Vernon, do hereby. certify that the foregoing Resolution, being Resolution No. 5534 , was duly adopted by the City Council of the City of Vernon, and was approved by the Mayor of said an adjourned City at a/regular meeting of the City Council held on.~llBKJiaJ~ Thursday, June 30 , 19 88 .05- BRUCE V. MALKf;NHORST, City. Clerk (SEAL) ~lJ L, ~ ~ ~~r-~~-~~ CITY COUNCIL G~~'~'"`-` ~~~0~'FICERS LEONIS C. MALBURG, Mayor BRUCE V. MALKENHORST, THOMAS A. YBARRA, Mayor Pro-Tem City Administrator/City Clerk Wm. "BILL" DAVIS DAVID B. BREARLEY, H. `;LARRY" GONZALES W. MICHAEL McCORMICK City Attorney VICTOR H. VAITS, 'I'EI,E+ pI-~QjvE+ S .Director of Community Services CITY CLERK .................................583-8811 LEWIS R. ADAMS, POLICE DEPT ..............................587-5171 Director of Water & Power FIRE DEPT ....................................583-4821. LARRY SPADT, BUILDING DEPT .........................583-8811 Fire Chief PUBLIC WORKS DEPT .............583-8811 HEALTH DEPT ............................583-8811 CITY HALL AL ESPINOZA, Police Chief 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Ia Reply Refer to: November 10, 1989 Mr. Bruce V. Malkenhorst City Administrator/City Clerk 4305 Santa Fe Avenue Vernon, CA 90058-0805 Re: Acceptance Form on Escrow Agreement for Command Data Systems Computer Program Dear Bruce: The City of Vernon received a copy of the software deposit .agreement in which Command Data Systems, now owned by U.S. West Communications Services, Inc., is depositing its computer programs with National Safe Depository. Each licensee is requested to sign an Acceptance .Form and return it to Command Data Systems. If Command Data Systems is liquidated, the City of Vernon. will receive copies of the applicable programs. The agreement with Command. Data Systems was approved by Resolution No. 5534 on June 30, 1988.. The Software Deposit Agreement is merely an implementation of the contractor's. responsibilities and the acceptance may be signed by you as an acknowledgment of notice of the escrow without submitting it to the city. council. If you have any .questions please call me. Very truly yours, David B. Brearley City Attorney DBB/rpl Re: Escroca n 496-9 ' - ~ LICENSEE OF RECORD ACCEPTANCE The undersigned acknowledges receipt of a copy of, and agrees to bound by all applicable terms of, that certain Software Deposit Agreement (the "Escrow Agreement") dated as of November 15 1989 by and between US WEST Communication a o ora o corporation ("Licensor"), and National Safe Depository, a California Limited Partnership ("NSD"), as Escrow Agent. The undersigned agrees to indemnify and hold NSD harm- - less from and against any and all claims, actions, losses, liabilities, damages, costs and expenses, including reasonable attorney's fees, incurred by NSD (other than NSD's fees payable by Licensor under Section l0 of the Escrow Agreement) in connection with the Escrow Agreement, except as may result from NSD's gross negligence or willful misconduct. Any notices to the undersigned with respect to the Escrow Agreement or the documentation (as defined therein) mav_ be sent to the address shown below. LICENSEE OF RECORD: Company Name: City of Vernon By Address: 4305 Santa Fe Avenue Name: Bruce V. Malkenhorst Vernon., CA 90058 Title: City Administrator. Date: November 15, 1989 989-loracpt/C CITY COUNCIL OFFICERS LEONIS C. MALBURG, M¢yor BRUCE V. MALKENHORST, THOMAS A. YBARRA, M¢yor Pro-Tem. City Administrator/City Clerk Wm. "BILL" DAMS DAVID B. BREARLEY, H. "LARRY" GONZALES W. MICHAEL McCORMICK City Attorney VICTOR H. VAITS, TELEPHONES Director of Community Services CITY CLERK .................................583-8811.. LEWIS R. ADAMS, POLICE DEPT.. ............................587-5171 Director of Water & Power FIRE DEPT ....................................583-4821 LARRY SPADT, BUILDING DEPT .........................583-8811 Fire Chief PUBLIC WORKS DEPT .............583-8811. HEALTH DEPT.. .....:....................583-8811 CITY HALL AL ESPINOZA, Police Chief 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 In Reply Re/ec to: f' "`2 vy ~ "~Q "6491 ~ ~ ~ ~ October 6, .1989 ~ Mr. Lou Rosenkrantz Chief of Police City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re: Assignment of the Command Data System Contract to U.S. West Communication Services, Inc. Dear Chief Rosenkrantz: The Consent to Assignment form from U.5. West Communication Services, Inc. has been reviewed. A revised copy of it is enclosed herewith in which. the last four words have been deleted.- No assignment will be made to an affiliate or successor of U.S. West Communication Services, Inc. without an application. That eventuality must be negotiated with City of Vernon. If you are satisfied with the information which you have received about U.S. West and have worked out the security arrangements for access to the program and use of the modem, then please notify Bruce Malkenhorst so that the assignment form can be executed. My office will prepare a resolution for approval by the City Council. If you have .any questions please do not hesitate to contact. me. Very truly yours, David B. Brearley City. Attorney cc: City Administrator Enclosure CONSENT TO ASSIGNMENT OF CONTRACTUAL RIGHTS TO U S WEST COMMUNICATIONS SERVICES, INC. The City of Vernon, for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, does hereby consent to an Assignment by Command Data Systems, a California corporation, of all right, title and interest in and to an agreement executed by the City of Vernon on July 26, 1988 to U S WEST Communications Services, Inc. Dated this day of 1989. CITY OF VERNON By Title CITY COUNCIL OFFICERS LEONIS C. MALBURG, Mayor BRUCE V. MALKENHORST, THOMAS A. YBARRA, Mayor Pro-Tem City Administrator/City Clerk Wm. "BILL" DAVIS DAVID B. BREARLEY, H."LARRY"GONZALES W. MICHAEL McCORMICK City Attorney VICTOR H. VAITS, TELEPHONES Director of Community Services CITY CLERK .................................583-8811 LEWIS R. ADAMS, POLICE DEPT ..............................587-5171 Director of Water & Power FIRE DEPT ....................................583-4821 LARRY SPADT, BUILDING DEPT .........................583-8811 Fire Chief PUBLIC WORKS DEPT .............583-8811 HEALTH DEPT ............................583-8811 CITY HALL AL ESPINOZA, Police Chief 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 Irz Reply Re%r to: October 30, 1989 VIA TELECOPIER AND MAIL Ms. Gloria J. Orosco Chief Deputy City Clerk 4305 Santa Fe Avenue Vernon, CA 90058-0805 Re: Consent to Assignment by Command Data Systems of Contractual Rights to U S West Communications Services, Inc. Dear Ms. Orosco: Chief Rosenkrantz has requested the status of the aforementioned assignment agreement which was approved by Resolution No. 5680 on October 17, 1989. It is my understanding that Chief Rosenkrantz submitted the original assignment to your office for the City Council meeting and that said assignment is being processed by your office.. If you ycu.have any questions ~e6p~cting this matter, please do not hesitate to call me. Very truly yours, ~ ~ David B. Brearley City Attorney DBB : j 1 cc: Chief Rosenkrantz V ~L./". ~j-' CITY COUNCIL OFFICERS t/ ~ EONIS C. MALBURG, Mayor BRUCE V: MALKENHORST, OMAS A. YBARRA, Mayor Pro-Tem Cit Administrator Cit Clerk Y ~ Y Wm. "BILL" DAVIS H. "LARRY" GONZALES DAVID B. BREARLEY, W. MICHAEL McCORMICK City Attorney VICTOR H. VAITS, TELEPHONES Director of Community Services CITY CLERK .................................583-8811 LEWIS R. ADAMS, POLICE- DEPT ..............................587-5171 Director of Water & Power FIRE DEPT ....................................583-4821 LARRY SPADT, BUILDING DEPT .........................583-8811 Fire Chief PUBLIC WORKS DEPT .............583-8811 HEALTH DEPT ............................583-8811 C ITY HALL AL ESPINOZA, Police Chief 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 In Reply Refer to: October 6, 1989 Mr. Lou Rosenkrantz Chief of Police City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058 Re: Assignment of the Command Data System Contract to U.S. West Communication Services, Inc. Dear Chief Rosenkrantz: The Consent to Assignment .form fxom U.S. West Communication Services, Inc. has been reviewed. A revised copy of it is enclosed herewith in which the last four words have been deleted. No assignment will be made to an affiliate or successor of U.S. West Communication Services, Inc. without an application. That eventuality must be negotiated with City of Vernon. If you are satisfied with the information which you have received about U.S. West and have worked out the security arrangements for access to the program and use of the modem, then please notify. Bruce Malkenhorst so that the assignment form can be executed. My office will prepare a resolution for approval by the City Council. If you have any questions please do not hesitate to contact me. Verytruly yours, Jot--~i ~ 1 iti~~/ David B. Brearley'~ City Attorney cc: City Administrator Enclosure ~ 1 CONSENT TO ASSIGNMENT OF CONTRACTUAL RIGHTS TO U S WEST COMMUNICATIONS .SERVICES, INC. The City of Vernon, for and in consideration of .One Dollar ($1.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, does hereby consent to an Assignment by Command Data Systems, a California corporation, of all right, title. and interest in and to an agreement executed by the City of Vernon on July 26, 1988 to U S WEST .Communications Services, Inc. Dated this 17 day of Oct , 1989. CITY OF VERNON BY : ~ ETTTEST: eonis C. Mal urg ~.yor B ~ i~ Y Title Ct Clerk November 1,1989 To: Louis Rosenkrantz, Police Chief From: Gloria J. Orosco, Chief Deputy City Clerk Re; U S West Communication .Services, Inc. Dear Chief: At the City Council meeting held October 17, 1989, a Consent to Assignment of Contractual Rights with the above referenced company was .approved. Attached hereto is a copy of the consent and a certi- fied copy of the Resolution No. 5680 approving same. The original .Consent to Assignment will be retained in the City Clerk's files. Please forward the attached copy and the resolution to the proper parties. GJO/hr 1 CITY COUNCIL ~ ~ OFFICERS ~ LEONIS C. MALBURG, Mayor BRUCE V. MALKENHORST, I~THOMAS A. YBARRA, Mayor Pro-Teirc City Administrator/City Clerk Wm. "BILL" DAMS H. "LARRY" GONZALES DAVID B. BREARLEY, W. MICHAEL McCORMICK City Attorney VICTOR H. VAITS, TELEPHONES Director of Community Services CITY CLERK .................................583-8811 LEWIS R. ADAMS, POLICE DEPT ..............................587-5171 Director of Water & Power FIRE DEPT ....................................583-4821 LARRY SPADT, BUILDING DEPT .........................583-8811 Fire Chief PUBLIC WORKS DEPT .............583-8811 I HEALTH DEPT ............................583-8811 CITY HALL AL ESPINOZA, Police Chief 4305 SANTA FE AVENUE, VERNON, CALIFORNIA 90058 In Reply Refer to: September 19, 1989 Louis Rosenkrantz Chief of Police City of Vernon 4305 Santa Fe Avenue Vernon, CA 90058-0805 Re: Assignment of the Command Data Systems Agreement Dear Lou: Command Data Systems on June 28, 1989, submitted a request that its contract be assigned to U. S. West, Inc. According to Command Data Systems, it will become a subsidiary and will continue to maintain the program.- The agreement was approved on June 30, 1988, by Resolution No. 5534, and states that it cannot be assigned without.. the approval of the City.- Although U. S. West, Inc., is described as one of the "regional telephone companies created by the AT&T breakup".the City will need more information in order to approve the assignment. The City has been asked to assign the contract wtl-~out any direct communication from the company which is assuming its terms. Liz Sawickis reports that U. S. West, Inc., has not contacted the department or submitted any information. It should be requested to negotiate directly with the City of Vernon. The proposed "Consent" form to the assignment is too broad since it assigns the agreement to "US West, Inc., or any of its affiliates or subsidiaries.. Request for such a carte. blanche assignment is unreasonable. Access to the Police Department computer files should be restricted to those who have a need to know. If Command Data Systems will be maintaining the program, then the contract should be restricted to it, not to any and all subsidiaries and affiliates. Louis Rosenkrantz 2 September 19, 1989 Liz Sawickis has contacted various other cities to ascertain what controls they have imposed. If similar limitations on access are to be followed, those need to be put in writing. Before approval of any assignment, the .assignment and the control procedures should be verified by state and federal agencies to whose computer files the city has access. They may have objections or wish to see other limitations imposed. If you have any questions regarding this matter, please don't hesitate to call. Very truly yours, David B. Brearley City Attorney DB:df:jl cc: Bruce V. Malkenhorst, City Administrator 1 RESOLUTION NO. 5680 2 A RESOLUTION OF THE CITY COUNCIL OF THE 3 CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A CONSENT TO ASSIGNMENT 4 BY COMMAND DATA SYSTEMS OF CONTRACTUAL RIGHTS TO U S WEST COMMUNICATIONS 5 SERVICES, INC. 6 WHEREAS, the City Council of the City of Vernon adopted 7 Resolution No. 5534 on June 30, 1988,. which .approved and 8 authorized the execution of a Computer System Agreement with 9 Command Data Systems that provided for the purchase, management 10 .and training of a public safety computer software program for 11 Police operations; and 12 WHEREAS, Command Data Systems desires to assign all 13 right, title and interest in and to the Agreement executed by 14 the-City of Vernon on July 26, 1988, to U S WEST Communications 15 Services, Inc.; and 16 WHEREAS, U S WEST Communications Services, Inc., a 17 wholly-owned subsidiary of U S WEST Communications group, which 18 in turn is a wholly-owned subsidiary of U S WEST, Inc., has 19 requested that the City of Vernon execute a consent to the 20 assignment of contractual rights. 2T NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF 22 THE CITY OF VERNON AS FOLLOWS: 23 SECTION l: The City Council of the City of Vernon 24 hereby finds .and determines that the recitals contained 25 hereinabove are true and correct. 26 SECTION 2: The City Council of the City of Vernon 27 hereby approves the Consent to Assignment of Contractual Rights 28 to U S WEST Communications Services, Inca, a copy of which has . a 1 been presented to the City Council concurrently with this .2 resolution and the City Council hereby orders said Consent to 3 Assignment to be received and filed by the City Clerk. 4 SECTION 3: .The City Council of the City of Vernon 5 hereby authorizes the Mayor and the City Clerk to execute said 6 Consent to Assignment for, and on behalf of, the City of Vernon. 7 SECTION 4: The City Clerk of the City of Vernon shall 8 certify to the passage of this resolution and thereupon and 9 thereafter the same shall be in full force and effect. 10 APPROVED AND ADOPTED this 17th day of October, 1989. 11 12 s/Leonis C..Malburg 13 LEONIS C. MALBURG, Mayor ATTEST: 14 s/Bruce V. Malkenhorst 15 BRUCE V. MALKENHORST, City Clerk 16 17 18 19 20 21 22 23 24 25 26 27 28 -2- 1 STATE OF CALIFORNIA ) ~ ) ss COUNTY OF LOS ANGELES ) 3 I, BRUCE V. MALKENHORST, City Clerk of the City of 4 Vernon, do hereby certify that the foregoing Resolution, being 5 Resolution No. 5680, was duly adopted by the City Council of the 6 City of Vernon at a regular meeting of the City Council. duly 7 held on Tuesday, October 17, 1989 ahd thereafter duly signed by 8 the Mayor of the City of Vernon. 9 10 11 s/Bruce V. Malkenhorst BRUCE V. MALKENHORST, City Clerk 12 {SEAL) 13 i 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -3- / / MEMORANDUM TO: Bruce V. Malkenhorst, City Administrato FROM: David B. Brearley, City Attorney ~ ~j DATE: August 4, 1989 SUBJECT: Assignment of Command Data Systems Contr On June 30, 1988, by Resolution No. 5534, the City Council approved a software program contract between the Police Depart- ment and Command Data Systems. The contract states that it can- not be assigned without the approval of the City. Command Data Systems wrote the Vernon Police Department on June 28, 1989, requesting that the ag~°eement be assigned to US West, Inc., which has purchased most of the assets of Command Data Systems. US West, Inc., is described as one of the "regional telephone companies created by the AT&T breakup." The. City will need more background on the Company. The proposed "Consent" form to the assignment is too broad since it assigns the agreement to "US West, Inc., or any of its affiliates or subsidiaries." Such a carte blanche assignment is unacceptable for the Police Department. For the Police Depart- ment, access to the computer files should normally be restricted to trustworthy individuals. David Fitzsimons of my office, checked with Liz Sawickis and she says that US West, Inc., has not contacted them or submitted any information. According to Command Data Systems, it will be- come a subsidiary and will continue to maintain the program. US West, Inc., should be requested to negotiate directly with the City of Vernon. US West, Inc., should be subject to the City's approval of any personnel who-may have access to the Police Department computer programs and information systems. If Command Data Systems will be maintaining the program, then the contract should be restricted to it, not to any and all sub- sidiaries and affiliates. In any event, I believe that the Police Department or my of- fice should negotiate with US West, Inc. in order to protect the Cities interested. If you have any questions regarding this matter, please don't hesitate to call.