Loading...
HomeMy WebLinkAbout05 - Approve Purchase Agreement for an In -Car Video SystemMay 9, 2017 Agenda Item No. 5 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Jon Lewis, Chief of Police - 949-644-3701, jlewis@nbpd.org PREPARED BY: Damon Psaros, Lieutenant, dpsaros@nbpd.org PHONE: 949-644-3660 TITLE: Approve Purchase Agreement with WatchGuard Video for an In -Car Video System ABSTRACT: The Police Department's existing in -car mobile video system ("MVS") is at the end of its service life and must be replaced. Staff has evaluated several MVS vendors' offerings and is requesting City Council approve a purchase agreement with WatchGuard video. RECOMMENDATION: a) Determine the action is exempt from the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) and 15060(c)(3) of the CEQA Guidelines because it will not result in a physical change to the environment, directly or indirectly; b) Waive the contract procurement requirements of City Council Policy F-14 and approve a single source selection based on a competitive Request for Proposals (RFP) process conducted by the City of Tustin in 2016; and c) Approve a purchase agreement with WatchGuard Video of Allen, Texas, for a total cost of $491,125.07, and authorize the. Mayor and City Clerk to execute the agreement. FUNDING REQUIREMENTS: The current adopted budget includes sufficient funding for this purchase. It will be expensed to the Police Department Equipment Replacement Fund, 75303-911024. 5-1 Approve Purchase Agreement with WatchGuard Video for an In -Car Video System May 9, 2017 Page 2 DISCUSSION: The Newport Beach Police Department is dedicated to providing the highest level of service to our businesses, residents and visitors. The Police Department's strong relationship with our community requires trust and transparency. In -car video and on - person audio recordings ensure police accountability by providing accurate, detailed and objective records of Police Department employees' field activities. The statements, physical evidence and timeline of events recorded during crimes in progress and other critical incidents are invaluable for both accountability and investigative purposes. The Police Department's existing L3 in -car video system was implemented more than five years ago, is at the end of its useful life, and no longer supported by L3. The new WatchGuard MVS will replace the existing L3 MVS in 43 patrol vehicles and 13 police motorcycles. Four existing interview room video systems will also be replaced with new WatchGuard systems adapted for in -building use. The new WatchGuard MVS will provide several improvements over the existing system: High Definition video with improved low light recording Much wider panoramic field of view (140° pillar -to -pillar versus current 47°) High fidelity audio recording with noise cancellation Greatly improved user interface and in -car viewing Smaller, less intrusive hardware footprint inside the vehicle Secure cloud -based sharing of video with authorized recipients Video can be archived in standard definition, reducing storage costs Selection Process: The Police Department selected WatchGuard utilizing a procurement completed in 2016 by the Tustin Police Department. Using Tustin's RFP saved a considerable amount of time and staff costs on a labor-intensive project with significant timeline pressure to replace the existing unsupported L3 system. Tustin Police Department selected WatchGuard following a very thorough evaluation of the MVS marketplace, including a competitive RFP process. Tustin's RFP process meets the standards the City of Newport Beach would normally use when completing our own RFP process under Council Policy F-14 and WatchGuard has agreed to extend the same pricing and terms offered to the City of Tustin. Below is Tustin Police Department's final evaluation of the two most qualified vendors, WatchGuard and Taser. The evaluation clearly identified WatchGuard as the superior system. 5-2 Approve Purchase Agreement with WatchGuard Video for an In -Car Video System May 9, 2017 Page 3 Category WatchGuard In -Car Taser In -Car Ease of Use 4.50 3.33 Reliability 4.53 3.17 Durability 4.76 4 Video Quality 4.94 3.00 Sound Quality 4.71 3.5 Playback Features 4.61 3.3 Average: 4.68 3.40 ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENT: Attachment A — Purchase Agreement with WatchGuard Video, Inc. 5-3 ATTACHMENT A SERVICES AGREEMENT WITH ENFORCEMENT VIDEO, LLC FOR MOBILE VIDEO SYSTEM REPLACEMENT THIS SERVICES AGREEMENT ("Agreement") is made and entered into as of this 9th day of May, 2017 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and ENFORCEMENT VIDEO, LLC, a Texas limited liability company ("Contractor"), whose address is 415 Century Parkway, Allen, Texas 75013, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Contractor to replace Newport Beach Police Department video equipment ("Project"). C, Contractor possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Contractor, has reviewed the previous experience and evaluated the expertise of Contractor, and desires to retain Contractor to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate on August 31, 2017, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Contractor shall diligently perform all the services described in the Scope of Services attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). City may elect to delete certain Services within the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and Contractor shall perform the Services in accordance with the schedule included in Exhibit A. In the absence of a specific schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to strictly adhere to 5-4 the schedule set forth in Exhibit A, if any, or perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3,2 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.4 For all time periods not specifically set forth Herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by hand -delivery or mail. 4. COMPENSATION TO CONTRACTOR 4,1 City shall pay Contractor for the Services on a time and expense not -to - exceed basis in accordance with the provisions of this Section and the Schedule of Billing Rates attached hereto as Exhibit B and incorporated herein by reference. Contractor's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subContractor fees, shall not exceed Four Hundred Ninety One Thousand One Hundred Twenty Five Dollars and 07/100 ($491,125.07), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Contractor shall submit monthly invoices to City describing the Work performed the preceding month. Contractor's bills shall include the name of the person who performed the Work, a brief description of the Services performed and/or the specific task in the Scope of Services to which it relates, the date the Services were performed, the number of hours spent on all Work billed on an hourly basis, and a description of any reimbursable expenditures. City shall pay Contractor no later than thirty (30) calendar days after approval of the monthly invoice by City staff. 4.3 City shall reimburse Contractor only for those costs or expenses specifically identified in Exhibit B to this Agreement or specifically approved in writing in advance by City. 4.4 Contractor shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Scope of Services and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Enforcement Video, LLC Page 2 5-5 Compensation for any authorized Extra Work shall be paid in accordance with the Schedule of Billing Rates as set forth in Exhibit B and the Letter Proposal. 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor has designated Kevin Peoples to be its Project Manager. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that. it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Contractor is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. � t1 �7 �►� I I1 1 6" This Agreement will be administered by the Police Department. City's Support Services Lieutenant or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Contractor in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the highest professional standards. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized by one (1) or more first-class firms performing similar work under similar circumstances. 8.2 All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Contractor certifies that the Enforcement Video, LLC � Page 3 5-6 Work conforms to the requirements of this Agreement, all applicable federal, state and local laws, and the highest professional standard. 8.3 Contractor represents and warrants to City that it has, shall obtain, and shall keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. Contractor shall maintain a City of Newport Beach business license during the term of this Agreement. 8.4 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. 9. HOLD HARMLESS . 9.1 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees, disbursements and court costs) of every Kind and nature whatsoever (individually, a Claim; collectively, "Claims"), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent, reckless, and/or willful acts, errors and/or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, Contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable, or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence orwillful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service Enforcement Video, LLC Page 4 5-7 status or other right of employment shall accrue to Contractor or its employees. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance of the Work or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement orfor other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit C, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Contractor. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. Enforcement Video, LLC Page 5 16. SUBCONTRACTING The subcontractors authorized by City, if any, to perform Work on this Project are identified in Exhibit A and the Letter Proposal. Contractor shall be fully responsible to City for all acts and omissions of any subcontractor, Nothing in this Agreement shall create any contractual relationship between City and any subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced, including but not limited to, websites, blogs, social media accounts and applications (hereinafter "Documents"), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Additionally, all material posted in cyberspace by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents, including all logins and password information to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Contractor pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Contractor will be at City's sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to Contractor's deliverables under this Agreement by City or persons other than Contractor is waived against Contractor, and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such changes. 17.3 All written documents shall be transmitted to City in formats compatible with Microsoft Office and/or viewable with Adobe Acrobat. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. Enforcement Video, LLC Page 6 5-9 19. INTELLECTUAL PROPERTY INDEMNITY Contractor shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement or alleged infringement of any United States' letters patent, trademark, or copyright, including costs, contained in Contractor's Documents provided under this Agreement. 20. RECORDS Contractor shall keep records and invoices in connection with the Services to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 21. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Contractor which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Contractor, the additional design, construction and/or restoration expense shall be borne by Contractor. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 23. CITY'S RIGHT TO EMPLOY OTHER CONTRACTORS City reserves the right to employ other Contractors in connection with the Project. Enforcement Video, LLC Page 7 5-10 24. CONFLICTS OF INTEREST 24.1 Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless City for any and all claims for damages resulting from Contractor's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class mail, addressed as hereinafter provided. 25.2 All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Damon Psaros, Lieutenant Police Department City of Newport Beach 100 Civic Center Drive PO Box 1768 Newport Beach, CA 92658 25.3 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attn: Kevin Peoples Enforcement Video, LLC dba WatchGuard Video 415 Century Parkway Allen, TX 75013 26. CLAIMS Unless a shorter time is specified elsewhere in this Agreement, before making its final request for payment under this Agreement, Contractor shall submit to City, in writing, all claims for compensation under or arising out of this Agreement. Contractor's. acceptance of the final payment shall constitute a waiver of all claims for compensation under or arising out of this Agreement except those previously made in writing and identified by Contractor in writing as unsettled at the time of its final request for payment. Contractor and City expressly agree that in addition to any claims filing requirements set Enforcement Video, LLC Page 8 5-11 forth in the Agreement, Contractor shall be required to file any claim Contractor may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar days, or if more than two (2) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. 27.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than seven (7) calendar days' prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. PREVAILING WAGES If any of the Services contemplated under the Agreement is considered a "public work", pursuant to the applicable provisions of the Labor Code of the State of California, including but not limited to Section 1720 et seq., not less than the general prevailing rate of per diem wages including legal holidays and overtime Work for each craft or type of workman shall be paid to all workmen employed on such. In accordance with the California Labor Code (Sections 1770 et seq.), the Director of Industrial Relations has ascertained the general prevailing rate of per diem wages in the locality in which the Work is to be performed for each craft, classification, or type of workman or mechanic needed to execute the Agreement. A copy of said determination is available by calling the prevailing wage hotline number (415) 703-4774, and requesting one from the Department of Industrial Relations. The Contractor is required to obtain the wage determinations from the Department of Industrial Relations and post at the job site the prevailing rate or per diem wages. It shall be the obligation of the Contractor or any subcontractor under him/her to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation thereof. Enforcement Video, LLC Page 9 5-12 29, WARRANTY 29.1 Contractor warrants to City that all Products to be delivered hereunder will be free from defects in material or workmanship and will be of the kind and quality designated or specified by Contractor in Exhibit "B". The warranty shall apply only to defects appearing within two years from the date of final acceptance by City for hardware products not manufactured by the Contractor, and two years from the date of final acceptance by City for hardware products manufactured by Contractor. If Contractor installs the Products and associated hardware and materials, or supplies technical directions of installation by Agreement, the warranty period shall run from the date of final acceptance of installation by City, provided same is not unreasonably delayed by City. 29.2 If Contractor -manufactured equipment delivered hereunder does not meet the above warranty, and if City promptly notifies Contractor in writing, Contractor shall thereupon correct any defect, including non-conformance with the specifications, either (at its option) by repairing any defective or damaged parts of the equipment, or by making available any necessary replacement parts, delivered and installed without additional charge to City within seven (7) working days. City will return the defective product to Contractor, at Contractor's expense. Contractor shall repair or replace the defective item and return it to City, shipping costs prepaid. Contractor shall perform any necessary testing, hardware and equipment removal, repair, replacement, certification, and installation at no cost to the City during the warranty period, using Contractor's equipment. 29.3 The foregoing warranty is exclusive and in lieu of all other warranties, whether written, oral, implied or statutory. Contractor does not warrant any equipment of other manufacture designated by City. 30. STANDARD PROVISIONS 30.1 Recitals. City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 30.2 Compliance with all Laws. Contractor shall, at its own cost and expense, comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 30.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. Enforcement Video, LLC Page 10 5-13 30.4 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 30.5 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services or any other attachments attached hereto, the terms of this Agreement shall govern. 30.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 30.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 30.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 30.9 Controlling Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 30.10 Equal Opportunity Employment. Contractor represents that..it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 30.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 30.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] Enforcement Video, LLC Page 11 5-14 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNFY'5 OFFICE Date:,/ By: Aaron C. Harp w !? City Attorney ATTEST: Date: IN Lellani I. Brown City Clerk CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Kevin Muldoon Mayor CONTRACTOR: ENFORCEMENT VIDEO, LLC, a Texas limited liability company Date: By: Michael Burridge Vice President of Strategic Accounts Date: Bv: Russell Walker Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services Exhibit B — Schedule of Billing Rates Exhibit C — Insurance Requirements Enforcement Video, LLC Page 12 5-15 EXHIBIT A SCOPE OF SERVICES • Consultant to provide, replace and configure hardware and software for in - car video systems in all Newport Beach Police Department ("NBPD") cruisers for the recording of video and audio evidence, as further outlined in Exhibit "B" attached hereto; • Consultant to provide, replace and configure hardware and software for video systems on all NBPD motorcycles for the recording of video and audio evidence, , as further outlined in Exhibit "B" attached hereto; and • Consultant to provide, replace and configure hardware and software for video systems onsite in NBPD Detective Interview Rooms for the recording of video and audio evidence, as further outlined in Exhibit "B" attached hereto. Enforcement Video, LLC Page A-1 5-16 EXHIBIT B SCHEDULE OF BILLING RATES [See following pages.] Enforcement Video, LLC Page B-1 5-17 WRTCH GUARD 4RE/VISTA CUSTOMER: Newport Beach Police Department includes 148 microphones and 4,320 shares for cloud share for 5 years. (4,320 shares per year) Microphone Trade in is $200.00 per microphone TOTAL PROJECT $491,125.07 ATTENTION: Brian 'Dakin SALES CONTACT: Kevin Peoples PHONE: DIRECT: (214) 785-2632 E-MAIL: E-MAIL: KPeoplesCWatchGuardVideo.com 4RE and VISTA Evidence Library 4 Web Software and Licensing Part Number Detail Qty Direct Discount Total Price KEY-EL4-SRV-001 Evidence Library 4 web Server Site License Key 1.00 $1,000.00 $0.00 $1,000.00 KEY•EL4•DEV-001 Evidence Library 4 web 4RE In -Car Device 60.00 $150.00 $0.00 $9,000.00 License Key 4RE In -Car System and Options Part Number Detail Qty Direct Discount Total Price 4RE Audio Mezz DVR Cam Syst to support dual HiFi microphones. Includes integrated Z00G13 4RE-ELT-AMZ-200 auto grade hard drive, 16GB USB thumb drive, 43.00 S4,895,00 $595.00 $184,900.00 rear facing cabin cam, GPS, hardware, cabling ,choice of mounting bkt. CAM-4RE-PAN-NHD Front Camera, 4RE, HD Panoramic, (reduced 43.00 $200.00 $200.00 $0.00 4RE Interview System and Options Part Number Detail Qty Direct Discount Total Price 4RE Interview Room Cam System. Includes covert cam, micr, DVR, integrated 20OGB 4RE-STD-GPS-RV2 automotive grade hard drive, 16GB USB 4.00 $4,995.00 $595.00 $17,600.00 removable thumb drive, desktop stand Et cabling, remote viewing software. Supports the addition of a second camera. 4RE Motorcycle System Part Number Detail Qty Direct Discount Total Price 4RE Motorcycle Camera System. Includes Waterproof Display, Waterproof std def cam, 4RE-64S-GPS-MTR DVR, integrated 64GB solid state hard drive, 13.00 $5,295.00 $595.00 $61,100.00 16GB USB removable thumb drive, GPS, 900 MHz Hi Fidelity wireless microphone, hardware, cabling and mounts. 415 Century Parkway • Allen, TX • 75013 Toil Free (800) 605-6734 • Main (972) 423-9777 . Fax (972) 423-9778 www.WatchGuardVideo.com Page 1 of 3 5-18 WRTCH T GURRD Wireless Video Transfer and Networking Options Part Number Detail 4RE-WRL-KIT-101 4RE In -Car 802.11n Wireless Kit, 5GHz (2.4 56.00 GHz is available by request) WAP -MIK -CON -802 WiFi Access Point, Configured, MikroTik, 4.00 802.11 n, 5GHz, Sector Microphone Options bit, SQL Svr 2012 (5CAL), 3 -Yr full svc Part Number Detail HDW-4RE-JBD-012 Hi-Fi Dual Microphone Kit, includes a MIC-WRL-KIT-1v2 transmitter, cradle, antenna, belt and pivot HDW-4RE-HDD-4TB clips. MIC-WRL-TRN-400 Hi-Fi Microphone Additional/Replacment WatchGuard Video Technical Services Wireless Transmitter. 4RE Hardware Warranties Part Number Detail WAR-4RE-CAR-IST Warranty, 4RE, In -Car, 1stYear (Months 1-12) WAR-4RE-CAR-2ND Warranty, 4RE, In -Car, 2nd Year (Months 13- $0.00 24) WAR-4RE-CAR-3RD Warranty, 4RE, In -Car, 3rd Year (Months 25-36) WAR-4RE-CAR-4TH Warranty, 4RE, In -Car, 4th Year (Months 37.48) WAR-4RE-CAR-5TH Warranty, 4RE, In -Car, 5th Year (Months 49.60) Software Maintenance and CLOUD -Share Part Number Detail SFW-MNT-EL4.001 Software Maintenance, Evidence Library, 1st 60.00 Year (Months 1.12) SFW-MNT-EL4.002 Software Maintenance, Evidence Library, 2nd Qty Year (Months 13.24) SFW-MNT-EL4.003 Software Maintenance, Evidence Library, 3rd 60.00 Year (Months 25-36) SFW-MNT-EL4.004 Software Maintenance, Evidence Library, 4th 60.00 Year (Months 37-48) SFW-MNT-EL4.005 Software Maintenance, Evidence Library, 5th 60.00 Year (Months 49.60) SFW-EL4-CLD-EXT Evidence Library 4 Web CLOUD -SHARE - 60.00 Extended Server Hardware and Software Part Number Detail Discount Server, 3U Rack 16 SATA Server, Intel Xeon 56.00 E5.1620 V3 3.5GHz 4 Core 8 Thr, 8GB RAM, HDW-4RE-SRV-102 2x128GB SSD 6GB/S MLC drives (boot) 3x480GB 4.00 SSD MLC drives (sql), Windows Svr 2012 R2 64- $0.00 bit, SQL Svr 2012 (5CAL), 3 -Yr full svc Qty Warranty ties into addit 5 year warranty. HDW-4RE-JBD-012 Storage, J1300, Nobistor 4RE, 12 -bay, 2U, 43.00 Includes SAS Cable Gen 3 HDW-4RE-HDD-4TB Hard Drive, Server, 4TB, 6GB/s 7,200 RPM, 49.00 128MB, Enterprise, 4RE WatchGuard Video Technical Services Part Number Detail SVC-VID-REM-100 Video System Remove E Instalt new system Qty Direct Discount Total Price 56.00 $200.00 $200.00 $0.00 4.00 $250.00 $0.00 $1,000.00 Qty Direct Discount Total Price 43.00 $699.00 $0.00 $30,057.00 49.00 $345.00 $0.00 $16,905.00 Qty Direct Discount Total Price 60.00 $0.00 $0.00 $0.00 60.00 $100.00 $0.00 $6,000.00 60.00 $200.00 $0.00 $12,000.00 60.00 $325.00 $0.00 $19,500.00 60.00 $450.00 $0.00 $27,000.00 Qty Direct Discount Total Price 60.00 $0.00 $0.00 $0.00 60.00 $150.00 $50.00 $6,000.00 60.00 $150.00 $50.00 $6,000.00 60.00 $150.00 $50.00 $6,000.00 60.00 $150.00 $50.00 $6,000.00 300.00 $100.00 $100.00 $0.00 Qty Direct Discount Total Price 1.00 $7,750.00 $0.00 57,750.00 1.00 $2,575.00 $0.00 $2,575.00 18.00 $300.00 $0.00 $5,400.00 Qty Direct Discount Total Price 4.00 $1,000.00 $0.00 $4,000.00 415 Century Parkway e Allen, TX e 75013 Toll Free (800) 605-6734 a Main (972) 423-5777 a Fax (972) 423-9778 www. WatchGuarftdeo.com Page 2 of 3 5-19 WATCH T GUARD 4REIVISTA SVC-4RE-INS-100 Remove old system Et 4RE System Installation, 41.00 $475.00 $0.00 $19,475.00 In -Car SVC-4RE-ONS-300 4RE, On -Site Service, Access Point/Wireless 4.00 $1,000.00 $0.00 $4,000.00 Deployment Installation (General) SVC-4RE-ONS-400 4RE System Setup, Configuration, Testing and 1.00 $2,500.00 $0.00 $2,500.00 Training (WG -TS) techservices 4RE Motorcycle Video System Removal and 13.00 $525.00 $0.00 $6,825.00 Installation WAR-SRV-RCK-5 Yr Extended Warranty, Rack Server, Full Service 1.00 $1,175.00 $0.00 $1,175.00 On Site, 5 year (Months 37-60) techservices RCA Coupler, Interview Room, Male to Male 4.00 $5.00 $0.00 $20.00 techservices Interview Room, Audio Amplifiers w/Pwr 4.00 $85.00 $0.00 $340.00 Supply, Line Level (Cabin Mic) Shipping and Handling Part Number Detail Qty Direct Discount Total Price Freight Shipping and dandling Charges 1.00 $1,950.00 $0.00 $1,950.00 $466,072.00 Configuration Discounts Additional Quote Discount Total Arnot,nt Total Estimated Tax, may vary from State to State $33,790.22 415 Century Parkway o Alen, TX • 75013 Toll Free (800) 605-6734 * Main (972) 423-9777 • Fax (972) 423-9778 www. WdtchGuardVid€:o.com $97,500.00 $8,737.15 $.49.1,1;5.07 Page 3 of 3 5-20 EXHIBIT C INSURANCE REQUIREMENTS 1. Provision of Insurance. Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Contractor agrees to provide insurance in accordance with requirements set forth here. If Contractor uses existing coverage to comply and that coverage does not meet these requirements, Contractor agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Contractor shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Contractor shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor Enforcement Video, LLC Page C-1 5-21 arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subContractors. B. Additional Insured Status. All liability policies including general liability, excess liability, pollution liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as insureds under such policies. C. Primary -and -Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D, Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Contractor sixty (60) calendar days' advance written notice of such change. If such change results in substantial Enforcement Video, LLC Page C-2 5-22 additional cost to Contractor, City and Contractor may renegotiate Contractor's compensation. C. Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E, Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. F. City Remedies for Non -Compliance. If Contractor or any subContractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Contractor's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Contractor or reimbursed by Contractor upon demand. G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Contractor's Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Enforcement Video, LLC Page C-3 5-23