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HomeMy WebLinkAbout16 - Approve the Integrated Law and Justice ProjectCITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 16 March 23, 2004 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Bob McDonell, Chief of Police SUBJECT: APPROVAL OF TWO CONTRACTS FOR THE INTEGRATED LAW AND JUSTICE PROJECT RECOMMENDATION: 1. Approve the attached contract from Computer Deductions, Incorporated (CDI) in the amount of $107,783.50 from Account #7017- C1820747 to improve network configurations and security requirements for nine municipal police departments as approved by the Steering Committee for the Integrated Law and Justice Project in Orange County. • 2. Approve the attached contract with Deloitte Consulting in the amount of $220,000 from Account #7017- C1820746 to facilitate the design and implementation of a pilot project involving data sharing between records management systems (RMS), in the criminal justice agencies in the County of Orange, as approved by the Steering Committee of the Integrated Law and Justice Project in August of 2002. DISCUSSION: Background: On March 9, 2004, Council approved the acceptance of approximately $1.9 million in grant funds to administer on behalf of the Orange County Integrated Law and Justice Project (comprised of the entire Criminal Justice System in Orange County). In that prior communication, Council was advised that we were requested to administer the grants for the Project by the Orange County Chiefs' and Sheriffs Association as a result of some difficulties being experienced by the County of Orange in facilitating the approval of various elements of the Integrated Law and Justice Project. The Project Steering Committee (in prior actions) approved the scope of work for these two projects. During an earlier engagement, CDI completed a technology review of all municipal police departments in the County to determine which of them may be deficient in terms . of network configuration and security. The CDI contract is the result of that review and contains the recommended scope of work to bring all departments into compliance. Contract Approval — Integrated Law & Justice Project March 23, 2004 Page 2 The second contract recommended for approval involves what is commonly referred to in the Integrated Law and Justice Project as "Phase 3" and entails the development of a "Requirements Definition" for a pilot project to link all criminal justice data bases together to facilitate information sharing on a scale never experienced in Orange County. The pilot project will resolve the complex issues involved and upon completion, we will be in a position to transfer that technology to all of the municipal police departments in the County. Deloitte Consulting, the Consultant of choice, has been a partner in the Integrated Law and Justice Project since its inception and conducted the detailed Strategic Plan on our behalf, which identified a number of initiatives required in order to bring about substantive improvement in the Criminal Justice System in this County. Deloitte will work with the various entities involved in developing the requirements for the Phase 3 Project, the specifications and request for proposals; they will develop the procurement strategy, the architectural standards, and support the procurement process through the follow -up evaluations and recommendation for the award of bid to the successful vendor in a competitive bidding process. The Project Steering Committee has recommended continuing the engagement with Deloitte Consulting based upon the credibility they have displayed in the Strategic Planning process and several other follow -up engagements on other initiatives related to that Plan, along with the credibility they have established with all of the diverse elements of . the Criminal Justice System in Orange County. The inability to resolve the issues surrounding the Deloitte contract was a major frustration for the Steering Committee and with the assistance of this Department's own Legal Advisor and the City Attorney's Office, we have resolved all outstanding issues to the satisfaction of the City Attorney. The CDI contract was executed by one of the Partners from CDI, and the Deloitte contract has been approved by their legal staff and will be formally executed by the time this item is heard by Council on the 23`d Environmental Review: None required. Funding Availability: All funds required for this project are grant funds, which were accepted by the City Council at your March 9th meeting. fL J Alternatives: Contract Approval — Integrated Law & Justice Project March 23, 2004 Page 3 A variety of alternatives were discussed and considered by the Steering Committee at the time these projects were approved by unanimous vote. Prepared and Submitted by: &,� V l , Bob McDonell CHIEF OF POLICE Attachments: CDI Contract Deloitte Contract 0 • AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND COMPUTER DEDUCTIONS INC. TO PROCURE, INSTALL AND CONFIGURE NETWORK HARDWARE AND SOFTWARE FOR SPECIFIED MUNICIPAL POLICE DEPARTMENTS THIS CONTRACT is made and entered into this 8th day of March 2004 by and between the CITY OF NEWPORT BEACH, a municipal corporation hereinafter called the "CITY," and COMPUTER DEDUCTIONS, INC., 8680 Greenback Ln. Suite 210, Orangevale, CA 95834 hereinafter called "CDI," 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 the CITY. B. CDI is a California corporation organized and existing pursuant to the laws of the State of California. C. In 1996, law enforcement executives throughout Orange County organized to establish the Orange County Integrated Law and Justice Project (ILJ), a countywide effort to integrate the diverse information systems of all criminal justice agencies in the county. This multi -phase project is designed to establish common data systems and processes, facilitate communications among the various police and criminal justice system agencies, increase efficiency in utilization of scarce resources, and reduce duplication of effort. The ILJ is funded by monies allocated by the federal government via a COPS MORE grant. The County of Orange has been the grant administrator for the project, however, distribution of these funds and decisions on how they are expended have been made by the ILJ Steering Committee, chaired by Chief of Police Bob McDonell of Newport Beach. A Strategic Plan for implementation of the project phases is in place. D. Effective January 23, 2004, the CITY was designated as the lead agency and grant administrator for the monies allocated by the federal government for the ILJ project pursuant to the COPS MORE grant. These grant monies are now held by CITY on behalf of the ILJ Steering Committee. Distribution of these funds and decisions on how they are expended continue to be made by the ILJ Steering Committee, chaired by Chief of Police Bob McDonell of Newport Beach. E. As part of the Orange County Integrated Law and Justice Project, data sharing among agencies is facilitated by the existing closed law enforcement data network provided by the Orange County Sheriff's Office. This network is compliant with the security requirements set by the California State Department • of Justice and meets the networking requirements set forth by the California Law Enforcement Telecommunications System (CLETS). 0 F. ILJ has learned that many of the municipal police departments in Orange County cannot fully participate in the sharing of important law enforcement information because their local computer network configurations do not comply with the Department of Justice CLETS' requirements for security. The ILJ hired CDI to prepare a comprehensive study to determine the needs of each agency to establish CLETS compliance. This study, completed in 2003, is entitled, the "Orange County Integrated Law and Justice Municipal Law Enforcement Infrastructure and Technology Review" (hereinafter the "Technology Study "). This study recommends specific changes to the local network configurations of nine municipal police departments within Orange County. These departments are: Buena Park, Cypress, Fountain Valley, La Habra, Laguna Beach, La Palma, Los Alamitos, Placentia, and Santa Ana. G. CITY, as grant administrator for the ILJ, desires to have CDI procure, install and configure network hardware and software for all municipal police departments as specified in the Scope of Work attached hereto as Attachment A (hereinafter referred to as the "Project "). The total cost to complete this work is $107,783.50. All expenditures shall be funded by the COPS MORE grant monies. NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between CITY and CDI as follows: GENERAL TERMS AND CONDITIONS A. Governing Law and Venue: This CONTRACT has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this CONTRACT, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for trial to another county. B. Entire Contract: This CONTRACT, when accepted by CDI either in writing or by the shipment of any article or other commencement of performance hereunder, contains the entire CONTRACT between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on CITY unless authorized by CITY in writing. Electronic acceptance of any additional terms, conditions or supplemental contracts by any CITY employee or agent, including but not limited to installers of software, shall not be valid or binding on CITY unless accepted in writing by CITY or its designee. C. Amendments: No alteration or variation of the terms of this CONTRACT shall be valid unless made in writing and signed by the parties; no oral understanding or agreement not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on CITY unless authorized by CITY in writing. D. Delivery: Time of delivery of goods or services is of the essence in this CONTRACT. CITY reserves the right to refuse any goods or services and to cancel all or any part of the goods not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed Scope of Work. Acceptance of any part of the order for goods shall not bind CITY to accept future shipments nor deprive it of the right to return goods already accepted at CDI's expense. Overshipments and undershipments of goods shall be only as agreed to in writing by CITY. Delivery shall not be deemed to be complete until all goods or services have actually been received and accepted in writing by CITY. E. Acceptance /Payment: Unless otherwise agreed to in writing by CITY, 1) acceptance shall not be deemed complete unless in writing and until all the goods /services have actually been received, inspected, and tested to the satisfaction of CITY, and 2) payment shall be made in arrears after satisfactory acceptance. F. Warranty: CDI expressly warrants that the goods /services covered by this CONTRACT are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended. Acceptance of this order shall constitute an agreement upon CDI'S part to indemnify, defend and hold CITY and its indemnitees as identified in paragraph "O" below, and as more fully described in paragraph "O ", harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by CITY by reason of the failure of the goods /services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non - compliance with any applicable state or federal codes, ordinances, orders, or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law. G. Patent/Copyright Materials /Proprietary Infringement: Unless otherwise expressly provided in this CONTRACT, CDI shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this CONTRACT. CDI warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, property right, or trade secret right of any third party. CDI agrees that, in accordance with the more specific requirement contained in paragraph "O" below, it shall indemnify, defend and hold CITY and CITY INDEMNITEES harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, but not limited to, attorneys fees, costs and expenses. H. Assignment or Sub - Contracting: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, 3 administrators and assigns of the parties. Furthermore, neither the performance of this CONTRACT nor any portion thereof may be assigned or subcontracted by CDI without the express written consent of CITY. Any attempt by CDI to assign or sub- contract the performance or any portion thereof of this CONTRACT without the express written consent of CITY shall be invalid and shall constitute a breach of this CONTRACT. Non - Discrimination: In the performance of this CONTRACT, CDI agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractor to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. CDI acknowledges that a violation of this provision shall subject CDI to all the penalties imposed for a violation of Section 1720 et seq. of the California Labor Code. J. Termination: Notwithstanding any other provision of this CONTRACT, CITY may at any time and without cause terminate this CONTRACT in whole or in part, upon not less than (30) thirty days written notice to CDI. Such termination shall be effected by delivery to CDI of a Notice of Termination specifying the effective date of the termination, whether the CONTRACT shall be terminated in whole or in part and if applicable the portion of work to be terminated. CDI shall immediately stop work in accordance with the Notice of Termination and comply with any other direction as may be specified in the Notice of Termination or provided subsequently by CITY. The CITY shall pay CDI for the work completed and accepted by CITY prior to the effective date of the termination and such payment shall be CDI's sole remedy. Under no circumstances will CDI be entitled to anticipatory or unearned profits, consequential damages or any other damages of any sort as a result of a termination in whole or in part under this provision. CDI shall insert in all subcontracts that the subcontractors shall stop work on the date of and if applicable the portion of work to be terminated in a Notice of Termination. K. Consent to Breach Not Waiver: No term or provision of this CONTRACT shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. L. Remedies Not Exclusive: The remedies for breach set forth in this CONTRACT are cumulative as to one another and as to any other provided by law, rather than exclusive; and the expression of certain remedies in this CONTRACT does not preclude resort by either party to any other remedies provided by law. M. Independent Contractor: It is understood that CITY retains CDI on an independent contractor basis and CDI is not an agent or employee of CITY. The manner and means of conducting the work are under the control of CDI, except to the extent they are limited by statute, rule or regulation and the expressed terms of this CONTRACT. Nothing in this CONTRACT shall be deemed to constitute approval for CDI or any of CDI's employees or agents, to be the agents or employees of CITY. CDI shall have the responsibility for and control over the means of performing the work, provided that CDI is in compliance with the terms of this CONTRACT. Anything in this CONTRACT that may appear to give CITY the right to direct CDI as to the details of the performance or to exercise a measure of control over CDI shall mean only that CDI shall follow the desires of CITY with respect to the results of the services. Neither CDI, its subcontactors, employees nor anyone working under CDI or its subcontractors shall qualify for workers' compensation or other fringe benefits of any kind through CITY. N. Performance: CDI shall perform all work under this CONTRACT, taking necessary steps and precautions to perform the work to CITY's satisfaction. CDI shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods /services furnished by CDI under this CONTRACT. CDI shall perform all work diligently, carefully, and in a good and workman -like manner; shall furnish all labor, supervision, machinery, equipment, materials, and supplies necessary therefore; shall at its sole expense obtain and maintain all permits and licenses required by public authorities, including those of CITY required in its governmental capacity, in connection with performance of the work; and, if permitted to subcontract, shall be fully responsible for all work performed by subcontractors. O. Indemnification and Insurance: (i) Indemnification Provisions To the fullest extent permitted by law, CDI agrees to indemnify, defend with counsel approved in writing by CITY, and hold CITY, its elected and appointed officials, officers, employees and agents, ( "CITY INDEMNITEES ") harmless from and against any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by CDI pursuant to this CONTRACT, including services or products provided to any governmental entities who may be third party beneficiaries of work or services performed under this CONTRACT. If judgment is entered against CDI and CITY by a court of competent jurisdiction because of the concurrent active negligence of CITY or CITY INDEMNITEES, CDI and CITY agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. (ii) Insurance Provisions Prior to the provision of services under this CONTRACT, CDI agrees to purchase all required insurance at CDI's expense and to deposit with the CITY Certificates of Insurance, including all endorsements required herein, necessary to satisfy CITY that the insurance provisions of this CONTRACT have been complied with and to keep such insurance coverage and the certificates therefor on deposit with the CITY during the entire term of this CONTRACT. In addition, all subcontractors performing work on behalf of CDI pursuant to this CONTRACT shall obtain insurance subject to the same terms and conditions as set forth herein for CDI. F E • shall be clearly stated on the Certificate of Insurance. If CDI fails to maintain insurance acceptable to CITY for the full term of this CONTRACT, CITY may terminate this CONTRACT. a. Qualified Insurer The policy or policies of insurance must be issued by an insurer licensed to do business in the state of California (California Admitted Carrier). Minimum insurance company ratings as determined by the most current edition of the Best's Key Rating Guide /Property - Casualty /United States or ambest.com shall be A- (Secure Best's Rating) and VIII (Financial Size Category). If the carrier is a non - admitted carrier in the state of California, CITY retains the right to approve or reject carrier after a review of the company's performance and financial ratings. A person authorized by the insurer to bind coverage on its behalf shall sign certification of all required policies. b. Coverage Requirements The policy or policies of insurance maintained by CDI shall provide the minimum limits and coverage as set forth below: Coverage Minimum Limits Commercial General Liability with broad form $1,000,000 combined single property damage and contractual liability limit per occurrence $2,000,000 aggregate Automobile Liability including coverage for owned, non -owned and hired vehicles Workers' Compensation Employers' Liability Insurance $1,000,000 combined single limit per occurrence Statutory $1,000,000 per occurrence All liability insurance, except Professional Liability, required by this CONTRACT shall be at least $1,000,000 combined single limit per occurrence. Professional Liability may also be provided on a "Claims Made" basis. The minimum aggregate limit for the Commercial General Liability policy shall be $2,000,000. c. Endorsements C, CITY, the County of Orange and the following cities: Buena Park, Cypress; Fountain Valley; La Habra; Laguna Beach; La Palma; Los Alamitos; Placentia; and Santa Ana shall be added as additional insureds on all insurance policies required by this CONTRACT with respect to work done by CDI under the terms of this CONTRACT (except Workers' Compensation /Employers' Liability and Professional Liability). An additional insured endorsement evidencing that CITY, the County of Orange and the cities of Buena Park, Cypress; Fountain Valley; La Habra; Laguna Beach; La Palma; Los Alamitos; Placentia; and Santa Ana are additional insureds shall accompany the Certificate of Insurance. All insurance policies required by this CONTRACT shall be primary insurance, and any insurance maintained by CITY, the County of Orange, or the cities of Buena Park, Cypress, Fountain Valley, La Habra, Laguna Beach, La Palma, Los Alamitos, Placentia or Santa Ana shall be excess and non - contributing with insurance provided by these policies. An endorsement evidencing that CDI's insurance is primary and non - contributing shall specifically accompany the Certificate of Insurance for the Commercial General Liability and Sexual Misconduct Liability. All insurance policies required by this CONTRACT shall give CITY 30 days notice in the event of cancellation. This shall be evidenced by an endorsement separate from the Certificate of Insurance. In addition, the cancellation clause must include language as follows, which changes the pre - printed ACORD certificate: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE . CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED. d. Other Insurance Requirements Insurance certificates must be approved by the 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 CONTRACT. All insurance policies required by this CONTRACT shall waive all rights of subrogation against CITY, the County of Orange and the cities listed above, and their elected and appointed officials, officers, agents and employees when acting within the scope of their appointment or employment. If CDI's Professional Liability policy is a "claims made" policy, CDI shall agree to maintain professional liability coverage for two years following completion of CONTRACT. • 7 The Commercial General Liability policy shall contain a severability of interests clause. CDI is aware of the provisions of Section 3700 of the California Labor Code, which requires every employer to be insured against liability for Workers' Compensation or be self- insured in accordance with provisions of that code. CDI will comply with such provisions and shall furnish CITY satisfactory evidence that CDI has secured, for the period of this CONTRACT, statutory Workers' Compensation insurance and Employers' Liability insurance with minimum limits of $1,000,000 per occurrence. If CDI fails to provide the insurance certificates and endorsements within seven days of notification by CITY, award may be made to the next qualified vendor. CITY expressly retains the right to require CDI to increase or decrease insurance of any of the above insurance types throughout the term of this CONTRACT. Any increase or decrease in insurance will be as deemed by CITY's Risk Manager as appropriate to adequately protect CITY. CITY shall notify CDI in writing of changes in the insurance requirements. If CDI does not deposit copies of acceptable certificates of insurance and endorsements with CITY incorporating such changes within thirty days of receipt of such notice, this CONTRACT may be in breach without further notice to CDI, and CITY shall be entitled to all legal remedies. The procuring of such required policy or policies of insurance shall not be • construed to limit CDI's liability hereunder nor to fulfill the indemnification provisions and requirements of this CONTRACT. CITY Certificate of Insurance and the Special Endorsement for CITY can be utilized to verify compliance with the above - mentioned insurance requirements in place of commercial insurance certificates and endorsements. P. Bills and Liens: CDI shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. CDI shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, CD1 shall promptly procure its release and, in accordance with the requirements of paragraph "O" above, indemnify, defend, and hold CITY harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto. Q. Changes: CDI shall make no changes in the work or perform any additional work without the CITY's specific written approval. R. Change of Ownership: CDI agrees that if there is a change or transfer in ownership of CDI's business prior to completion of this CONTRACT, the new owners shall be required under terms of sale or other transfer to assume CDI's duties and obligations contained in this CONTRACT and complete them to the satisfaction of CITY. S. Force Majeure: CDI shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for E:3 the performance of this CONTRACT caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided CDI gives written notice of the cause of the delay to CITY within 36 hours of the start of the delay and CDI avails itself of any available remedies. T. Confidentiality: CDI agrees to maintain the confidentiality of all CITY and CITY - related records and information and all records and information it obtains from other cities and governmental entities with which it will have contact during the course of performance of this CONTRACT, pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this CONTRACT. All such records and information shall be considered confidential and kept confidential by CDI and CDI's staff, agents and employees. U. Compliance with Laws: CDI represents and warrants that services to be provided under this CONTRACT shall fully comply, at CDI's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively "laws "), including, but not limited to those issued by CITY in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by CITY. CDI acknowledges that CITY is relying on CDI to ensure such compliance, and pursuant to the requirements of paragraph "O" above, CDI agrees that it shall defend, indemnify and hold CITY and CITY INDEMNITEES harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws. V. Freight (F.O.B. Destination): CDI assumes full responsibility for all transportation scheduling, packaging, handling, insurance, and other services associated with delivery of all products deemed necessary under this CONTRACT. W. Pricing: The CONTRACT price shall include full compensation for providing all required goods in accordance with required specifications, or services, as specified herein or when applicable, in the Scope of Work attached to this CONTRACT, and no additional compensation will be allowed therefor, unless otherwise provided for in this CONTRACT. X. Waiver of Jury Trial: Each party acknowledges that it is aware of and has had the opportunity to seek advice of counsel of its choice with respect to its rights to trial by jury, and each party, for itself and its successors, creditors, and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any party hereto against the other (and /or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever arising out of or in any way connected with this CONTRACT and /or any other claim of injury or damage. Y. Terms and Conditions: CDI acknowledges that it has read and agrees to all terms and conditions included in this CONTRACT. Z. Headings: The various headings and numbers herein, the grouping of provisions of this CONTRACT into separate clauses and paragraphs, and the organization 0 hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. AA. Severability: If any term, covenant, condition or provision of this CONTRACT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. BB. Calendar Days: Any reference to the word "day" or "days" herein shall mean calendar day or calendar days, respectively, unless otherwise expressly provided. CC. Attorney Fees: In any action or proceeding to enforce or interpret any provisions of this CONTRACT, or where any provisions hereof is validly asserted as a defense, each party shall bear its own attorney's fees, costs and expenses. DD. Interpretation: This CONTRACT has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this CONTRACT. In addition, each party has been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this CONTRACT by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this CONTRACT against the party that has drafted it is not applicable and is waived. The provisions of this CONTRACT shall be interpreted in a reasonable manner to effect the purpose of the parties and this CONTRACT. EE. Authority: The parties to this CONTRACT represent and warrant that this CONTRACT has been duly authorized and executed and constitutes the legally binding obligation of their respective organization or entity, enforceable in accordance with the laws of the state of California. ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO THE CONTRACT Scope of Contract This CONTRACT specifies the contractual terms and conditions by which the CITY will procure goods or services from CDI. The services to be provided are more fully set forth in the Scope of Work attached hereto as Attachment A, which is incorporated herein by this reference as if fully set forth herein. Precedence The documents herein consist of the General Terms and Conditions, the Additional i Terms and Conditions, and Attachment A (Scope of Work). In the event of a conflict between the agreement documents, the order of precedence shall be the 10 General Terms and Conditions, followed by the Additional Terms and Conditions, and Attachment A. Term • The term of this CONTRACT shall commence on the 1 st day of April 2004, and shall terminate on the 31s' day of October 2004, unless terminated earlier as set forth herein. 4. Services to be Performed CDI shall diligently perform all the services described in the Scope of Work attached hereto as Attachment A and incorporated herein by reference. CITY may elect to delete certain tasks of the Scope of Work at its sole discretion. 5. Time of Performance Time is of the essence in the performance of services under this CONTRACT and the services shall be performed to completion within six months of execution of this CONTRACT. The failure by CDI to perform the services within this time frame may result in termination of this CONTRACT by CITY. 6. Compensation CITY shall pay CDI for the services on a time and expense not -to- exceed basis in • accordance with the provisions of this Section and the attached Scope of Work. In no event shall CDI's compensation exceed $107,783.50 without additional authorization from CITY. CDI shall not receive any compensation for Extra Work 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 Proiect, but which was not included within the Scope of Work and which the parties did not reasonably anticipate would be necessary at the execution of this CONTRACT. 7. Proiect Manager CDI 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 CONTRACT term. CDI has designated Allan MacDonnell to be its Project Manager. Administration This CONTRACT will be administered by the Newport Beach Police Department. • Captain Paul Henisey shall be the Proiect Administrator and shall have the authority to act for CITY under this CONTRACT The Proiect Administrator or his authorized representative shall represent the CITY in all matters pertaining to the services to be rendered pursuant to this CONTRACT. 9. Cooperation CDI agrees to work closely and cooperate fully with CITY's designated Project Administrator and all other cities and other governmental entities that may have jurisdiction or interest in the work to be performed. CITY agrees to cooperate with CDI on the Project. 10. Adjustments -Scope of Work As set forth in paragraph C above, there shall be no adjustments made to the Scope of Work by CDI unilaterally. Any change to the Scope of Work must be agreed to in writing by CITY. If CITY - initiated changes or changes in laws or government regulations affect price, CDI's ability to deliver services, or the project schedule, CDI shall give CITY written notice no later than seven calendar days from the date the law or regulation went into effect or the date the change was proposed by CITY and CDI was notified of the change. Such changes shall be agreed to in writing and incorporated into a CONTRACT amendment. Said amendment shall be issued by CITY and shall require the mutual consent of all parties. 11. Audits /Inspections CDI agrees to give CITY or CITY's authorized representative (including auditors from a private auditing firm hired by CITY) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable /receivable records, and other papers or property of CDI for the purpose of auditing or inspecting any aspect of performance under this CONTRACT. The inspection and /or audit will be confined to those matters connected with the performance of the CONTRACT including, but not limited to, the costs of administering the CONTRACT. The CITY will provide reasonable notice of such an audit or inspection. The CITY reserves the right to audit and verify CDI's records before final payment is made. CDI agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this CONTRACT or by law. CDI agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, CDI agrees to include a similar right to the CITY to audit records and interview staff of any subcontractor related to performance of this CONTRACT. Should CDI cease to exist as a legal entity, CDI's records pertaining to this CONTRACT shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the CITY's project manager. 0 12. Authorization Warrantv In addition to the warranty set forth in paragraph F, CDI represents and warrants that the person executing this CONTRACT on behalf of and for CDI is an 12 authorized agent who has actual authority to bind CDI to each and every term, condition and obligation of this CONTRACT and that all requirements of CDI have been fulfilled to provide such actual authority. 13. Conditions Affecting Work CDI shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this CONTRACT and to know the general conditions which can affect the work or the cost thereof. Any failure by CDI to do so will not relieve CDI from responsibility for successfully performing the work without additional cost to CITY. The CITY assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this CONTRACT, unless such understanding or representations by the CITY are expressly stated in the CONTRACT. 14. Disputes - Contract The parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this CONTRACT is not disposed of in a reasonable period of time by CDI's Project Manager and the CITY's Project Administrator, such matter shall be brought to the attention of the ILJ Steering Committee by way of the following process: A. CDI shall submit a written demand for a final decision regarding the disposition of any dispute between the parties arising under, related to, or involving this CONTRACT, unless the CITY, on its own initiative, has already rendered such a final decision. B. CDI's written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to the CONTRACT, CDI shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects the CONTRACT adjustment for which CDI believes the CITY is liable. Pending the final resolution of any dispute arising under, related to, or involving this CONTRACT, CDI agrees to diligently proceed with the performance of this CONTRACT, including the delivery of goods and /or provision of services. CDI's failure to diligently proceed shall be considered a material breach of this CONTRACT. Any final decision of CITY shall be expressly identified as such, shall be in writing, and shall be signed by the Chair of the ILJ Steering Committee. If the CITY fails to render a decision within 90 days after receipt of CDI's demand, it shall be deemed a final decision adverse to CDI's contentions. The CITY's final decision shall be conclusive and binding regarding the dispute unless CDI commences action in a court of competent jurisdiction to contest such decision within 90 days following the is date of the CITY's final decision or one year following the accrual of the cause of 13 action, whichever is later. 15. Notices: Any and all notices, requests demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing, except through the course of the parties' project managers' routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in- person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the parties hereto may designate by written notice from time to time in the manner aforesaid. For CDI: Computer Deductions, Inc. 8680 Greenback Lane, Ste 210 Orangevale, CA 95834 Attn: Allan Mac Donnell For CITY: City of Newport Beach Police Department 870 Santa Barbara Newport Beach, CA 92660 ATTN: Captain Paul Henisey 16. Compensation/ Prici This is a fixed price CONTRACT. CDI agrees to accept the specified compensation, as more fully set forth herein, as full compensation and remuneration for all costs of services, including direct and indirect charges, supervision, labor, equipment, machinery, travel costs, mileage and any other expenses incurred by CDI. Compensation shall include all freight, taxes and delivery charges. 17. Conflict of Interest CDl 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. If subject to the Act, CDI shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this 14 Agreement by City. CDI shall indemnify and hold harmless City for any and all claims for damages resulting from CDI's violation of this Section. 18. Conflict with Existing Law 0 CDI and the CITY agree that if any provision of this CONTRACT is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the CONTRACT shall remain in full force and effect. Either party having knowledge of such term or provisions shall promptly inform the other of the presumed non - applicability of such provision. Should the offending provision go to the heart of the CONTRACT, the CONTRACT shall be terminated in a manner commensurate with interests of both parties to the maximum extent reasonable. 19. Contingent Fees CDI warrants that no person or selling agency has been employed or retained to solicit or secure this CONTRACT upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees of CDI or bona fide established commercial or selling agencies maintained by CDI for the purpose of securing business. For breach or violation of this warranty, CITY shall have the right to terminate this CONTRACT in accordance with the termination clause and at its sole discretion to deduct from the CONTRACT price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee from CDI. 20. Correspondence to Buyer - Contract Any correspondence related to the terms, prices and conditions of this CONTRACT must be directed to the CITY's Project Manager. Correspondence not directed though the Project Manager for resolution will not be regarded as valid. 21. CDI Personnel - Reference Checks CDI warrants that all persons employed to provide service under this CONTRACT have satisfactory past work records indicating their ability to accept the kind of responsibility anticipated under this CONTRACT. CDI's employees assigned to this project must meet character standards as demonstrated by background investigation and reference checks, coordinated by CITY. 22. CDI Work Hours and Safety Standards CDI shall warrant compliance with all safety and hourly requirements for employees in accordance with federal, state and CITY safety regulations and laws. 23. Service Calls Service calls as further set forth in the Scope of Work may be made at the convenience of CITY. CDI shall comply with all requirements for service calls as 15 set forth in the Scope of Work. . 24. Payment - Invoicing Instructions CDI will provide an invoice each month describing the work performed the preceding month for goods delivered and /or services rendered. Each invoice will have a number and will include the following information: a. CDI's name and address b. CDI's remittance address, if different from 1, above c. Name of agency /department where services provided d. Delivery/service address e. Description of services and /or products provided f. Date the services and /or products were provided a. Total CITY shall pay CDI no later than thirty (30) days after approval of the monthly invoice by CITY staff. 25. Default — Reprocurement Cost In case of default by CDI, the CITY may procure the goods and /or services from other sources. If the cost for those goods and /or services is higher than under the terms of the existing CONTRACT, CDI will be responsible for paying the CITY the • difference between the CONTRACT cost and the price paid, and the CITY may deduct this cost from any unpaid balance due CDI. The price paid by CITY shall be the prevailing market price at the time such purchase is made. This is in addition to any other remedies available under this CONTRACT and under law. 26. Termination - Default If CDI is in default of any of its obligations under this CONTRACT and has not commenced cure within ten days after receipt of a written notice of default from CITY and cured such default within the time specified in the notice, the CITY shall immediately be entitled to either commence resolution in accordance with this paragraph or to terminate this CONTRACT by giving written notice to take effect immediately. Default shall include failure to carry out any of the requirements of this CONTRACT, including, but not limited to not providing enough properly skilled workers or proper materials, persistently disregarding laws and or ordinances, not proceeding with the work in a diligent and timely manner as agreed to herein, or otherwise substantially violating any provision of this CONTRACT. Upon termination of the CONTRACT with CDI, the CITY may begin negotiations with a third -party contractor to provide goods and /or services as specified in this CONTRACT. • The right of either party to terminate this CONTRACT hereunder shall not be affected in any way by its waiver of or failure to take action with respect to any 16 previous default. 27. Waivers - Contract 0 The failure of the CITY in any one or more instances to insist upon strict performance of any of the terms of this CONTRACT or to exercise any option contained herein shall not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such terms or option on any future occasion. IN WITNESS WHEREOF, the parties hereto have executed this CONTRACT the day and year first above written. APPROVED AS TO FORM: Robin Clauson, Assistant City Attorney For the City of Newport Beach CITY OF NEWPORT BEACH, A Municipal Corporation Homer Bludau, City Manager for the City of Newport Beach ATTEST: COMPUTER DEDUCTIONS, INC. By: ByJAdV /( ' LaVonne Harkless, City Clerk Attachments: Attachment A — Scope of Work ATTACHMENT A SCOPE OF WORK . Computer Deductions Inc. shall procure, install and configure network hardware and software for all municipal police departments as specified herein. The "Orange County Integrated Law and Justice Municipal Law Enforcement Infrastructure and Technology 17 Review," prepared by CDI and dated September 2003, details the complete Scope of Work to be performed by CDI and is incorporated by reference in this CONTRACT. The • total not to exceed cost of this CONTRACT is $107,783.50. All work shall be performed and completed within six months of CONTRACT execution. CDI will coordinate with each individual Police department's assigned representative to schedule work at a mutually acceptable time. CDI personnel will be assigned as deemed necessary by CDI. This is required as several different skill sets are needed to complete the tasks. All personnel used by CDI will be existing staff who have cleared either CITY background processes or State Department of Justice background processes. The specific work to be performed by CDI for each municipal agency is as follows: Buena Park Police Department 1. Install Cisco 2620 Router with NAT'ing capability, 1 T1 card and 1 year of Smart Net 8x5 support with next business day service. ($2,700). Smart Net service is provided by the manufacture of the router (Cisco) and is included at the request of the PD. Smart Net is a separate standardized contract provided by Cisco with the router and will be included in the purchase contract of the router. Cypress Police Department 1. Install Cisco FIX 515E Firewall with 1 year of Smart Net 8x5 support with next business day service. ($3,500) 2. Install Cisco 2620 Router with NAT'ing capability, 1 T1 card and 1 year of Smart Net 8x5 support with next business day service. ($2,700) 3. Perform 8 hours labor for Networking Setup @ $250 /hour ($2,000) 4. Perform 8 hours labor for Technical Assistance setting up computers with new settings @ $100 /hour ($800) Fountain Valley Police Department 1. Install Cisco FIX 515E Firewall with 1 year of Smart Net 8x5 support with next business day service. ($3,500) 2. Perform 8 hours labor for Networking Setup @ $250 /hour ($2,000) La Habra Police Department 1. Install Cisco FIX 515E Firewall with 1 year of Smart Net 8x5 support with next business day service. ($3,500) 2. Install 3 Cisco 2620 Router with NAT'ing capability, 1 T1 card and 1 year of Smart Net 8x5 support with next business day service. (3x$2,700 = $8,100) 3. Perform Line upgrade from 56Kbps Bridge to AT &T's 384KBps Frame Relay. ($800) 4. Perform 24 hours labor for Networking Setup @ $250 /hour ($6,000) . 5. Perform 24 hours labor for Technical Assistance setting up computers with new settings @ $100 /hour ($2,400) 18 Laguna Beach Police Department 1. Install Cisco 2620 Router with NAT'ing capability, 1 T1 card and 1 year of Smart Net 8x5 support with next business day service. ($2,700) 2. Perform 24 hours labor for Networking Setup @ $250 /hour ($6,000) 3. Perform 24 hours labor for Technical Assistance setting up computers with new settings @ $100 /hour ($2,400) La Palma Police Department 1. Install Cisco 2620 Router with NAT'ing capability, 1 T1 card and 1 year of Smart Net 8x5 support with next business day service. ($2,700) 2. Perform 24 hours labor for Networking Setup @ $250 /hour ($6,000) 3. Perform 24 hours labor for Technical Assistance setting up computers with new settings @ $100 /hour($2,400) Los Alamitos Police Department 1. Install Cisco PIX 515E Firewall with 1 year of Smart Net 8x5 support with next business day service. ($3,500) 2. Install Cisco Catalyst 2950 24 Port Switch with 1 year of Smart Net 8x5 support with next business day service. ($900) 3. Install Cisco 2620 Router with NAT'ing capability, 1 T1 card and 1 year of Smart Net 8x5 support with next business day service. ($2,700) 4. Perform 24 hours labor for Networking Setup @ $250 /hour ($6,000) 5. Perform 24 hours labor for Technical Assistance setting up computers with new settings @ $100 /hour ($2,400) Placentia Police Department 1. Install Cisco 2620 Router with NAT'ing capability, 1 T1 card and 1 year of Smart Net 8x5 support with next business day service. ($2,700) 2. Perform 24 hours labor for Networking Setup @ $250 /hour ($6,000) 3. Perform 24 hours labor for Technical Assistance setting up computers with new settings @ $100 /hour ($2,400) 0 19 Santa Ana Police Department • 1. Move the 2 T1 lines in the city communications rack that connect the substations to the city network and make the new connection go directly to the PD LAN. (2x$1,600 = $3,200) The move of the lines is completed by the utilities company and is an electronic transfer not a physical move of data lines. All data line moves and related logistics will be done with the approval of Santa Ana PD. 2. Install one Cisco 2610 Router with 2 T1 cards and 1 year of Smart Net 8x5 support with next business day service. This would be for the PD Admin location. ($3,200) 3. Install two Cisco 2610 Routers with 1 T1 cards each and 1 year of Smart Net 8x5 support with next business day service. These would be for the substations. (2x$2,500 = $5,000) 4. Perform 16 hours labor for Networking Setup @ $250 /hour ($4,000) 5. Perform 16 hours labor for Technical Assistance setting up computers with new settings @ $100 /hour ($1,600) 0 20 SUMMARY OF HARDWARE COSTS Qty I Description I Price Cost • Hardware Cost 1 $51,400.00 21 • u Cisco 2620 Router with 1 T1 card and 1 year of SmartNet 8x5 support with next day business day 9 service $2,700.00 $24,300.00 Cisco Catalyst 2950 24 Port Switch with 1 year of 1 Smart Net 8x5 support with next business day service $900.00 $900.00 Cisco FIX 515E Firewall with 1 year of Smart Net 8x5 4 support with next business day service $3,500.00 $14,000.00 Cisco 2610 Router with 2 T1 cards and 1 year of Smart Net 8x5 support with next business day service. 1 This would be for the PD Admin location $3,200.00 $3,200.00 Cisco 2610 Routers with 1 T1 cards each and 1 year of Smart Net 8x5 support with next business day 2 service. These would be for the substations $2,500.00 $5,000.00 Move the T1 lines that connect the Santa Ana PD substations to the Santa Ana city network and make 2 the new connection go directly to the PD LAN $1,600.00 $3,200.00 Line upgrade from 56Kbps Bridge to AT &T's 384KBps Frame Relay from La Habra PD to its Court Liaison 1 Office $800,00 $800.00 Hardware Cost 1 $51,400.00 21 • u 0 9 0 SUMMARY OF LABOR COSTS Cypress Networking Technical Networking $800.00 Fountain Valle Support Assist. Support Technical Assist. La Habra Hours Hours Cost Cost Agency PD $250 /hour $100 /hour Hours'Rate Hours'Rate Cypress 8 8 $2,000.00 $800.00 Fountain Valle 8 0 $2,000.00 $0.00 La Habra 24 24 $6,000.00 $2,400.00 Laguna Beach 24 24 $6,000.00 $2,400.00 La Palma 24 24 $6,000.00 $2,400.00 Los Alamitos 24 24 $6,000.00 $2,400.00 Placentia 24 24 $6,000.00 $2,400.00 Santa Ana 16 16 $4,000.00 $1,600.00 Total Networking Support Cost E$38,000 .00 22 Total Technical Assistance Cost $14,400.00 Labor Cost $ 52,400.00 Total Cost $107,783.50 Page 1 of 20 AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND DELOITTE CONSULTING LLP TO DEVELOP AN IMPLEMENTATION PLAN FOR PHASE 3 OF THE INTEGRATED LAW AND JUSTICE PROJECT 0 THIS CONTRACT is made and entered into this day of March 2004 by and between the CITY OF NEWPORT BEACH, a municipal corporation (hereinafter called the "CITY "), and DELOITTE CONSULTING LLP, 2868 Prospect Park Drive, Sacramento, California 95670 (hereinafter called "DC ") 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 the City; B. DC is a limited liability partnership organized and existing pursuant to the laws of the State of Delaware; C. In 1996, law enforcement executives throughout Orange County organized to establish the Orange County Integrated Law and Justice Project (ILJ), a Countywide effort to integrate the diverse information systems of all criminal justice agencies in Orange County. This multi -phase project is designed to establish common data systems and processes, facilitate communications among the various police and criminal justice system agencies, increase efficiency in utilization of scarce resources, and reduce duplication of effort. The ILJ is funded by monies allocated by the Federal Government via a COPS MORE grant. The County of Orange has been the grant administrator for the project; however, distribution of these funds and decisions on how they are expended have been made by the ILJ Steering Committee, chaired by Chief of Police Bob McDonell of Newport Beach. A Strategic Plan for implementation of the ILJ Project phases is in place and DC is to be the consultant on the ILJ Project. D. Effective February 2004, the CITY was designated as the lead agency and grant administrator for the monies allocated by the Federal Government via the COPS MORE grant for the ILJ Project. These grant monies are now held in trust by CITY on behalf of the ILJ Steering Committee. Distribution of these funds and decisions on how they are expended continue to be made by the ILJ Steering Committee, chaired by Chief of Police Bob McDonell of Newport Beach. E. Phase 3 of the ILJ Project involves the development of a pilot project to share information among selected Orange County criminal justice agencies. The Integrated Law and Justice Committee of Orange County desires to have DC assist it in obtaining a vendor to design and implement the pilot Records Management System/Case Management System sharing project. CITY desires to hire DC to prepare a Request for Proposals (RFP) and technical specifications for design and implementation of the pilot program and to assist CITY and the ILJ in evaluating the proposals received (hereinafter referred to as the "Project'). The services to be provided by DC under this CONTRACT are described in the Scope of Work attached hereto as Attachment A and in the Letter Proposal dated August 19, 2002, attached hereto as Attachment C. The total cost payable to DC to complete this work is $220,000. All expenditures shall be funded by the COPS MORE grant monies. NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between CITY and DC as follows: Page 2 of 20 General Terms and Conditions A. Governing Law and Venue: This Agreement (hereinafter "CONTRACT ") has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this CONTRACT, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for trial to another County. B. Entire Contract: This CONTRACT and its attachments, when accepted by CITY and DC in writing, contains the entire CONTRACT between the parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein with respect thereto. No exceptions, alternatives, substitutes or revisions are valid or binding on DC or CITY unless authorized by CITY and DC in writing. Electronic acceptance of any additional terms, conditions or supplemental CONTRACTS by any CITY employee or agent, including but not limited to installers of software, shall not be valid or binding on CITY unless accepted in writing by the CITY's Project Manager (discussed below) or designee. C. Amendments: Wo alteration or variation of the terms of this CONTRACT shall be valid unless made in writing and signed by the parties; no oral understanding or agreement related to the subject matter of this CONTRACT not incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on CITY or DC unless authorized by CITY and DC in writing. D. Taxes: Unless otherwise provided herein or by law, price quoted does not include California State sales or use tax. E. Services and Deliverv: CITY reserves the right to refuse any Deliverables (as defined in Section 14 of the Specific Terms and Conditions below) or Services (as defined in Section 2 of the Specific Terms and Conditions below) and to reject all or any part of the Deliverables not conforming in all material respects to applicable specifications set forth in the Scope of Work and the Letter Proposal from DC to Chief McDonell dated August 19, 2002, attached hereto as Attachment A and C respectively (hereinafter collectively referred to as the "Scope of Work." Acceptance of any part of the order for Deliverables shall not bind CITY to accept future shipments. Over - shipments and under - shipments of Deliverables shall be only as agreed to in writing by CITY. Delivery shall not be deemed to be complete until all Deliverables or Services have actually been received and accepted by CITY in accordance with Section F below. 0 F. Acceptance /Pavment: All Deliverables shall be subject to the review and approval of the CITY's Project Manager or designee. Approval shall be granted if the Deliverable conforms in all material respects to the requirements of the Scope of Work. CITY approval shall not be unreasonably withheld. Approval of a Deliverable shall be Page 3 of 20 deemed given upon the earlier of (i) CITY's failure to provide DC with approval or a notice of deficiencies in writing for such Deliverable within thirty (30) business days of delivery unless otherwise agreed to by Project Managers thereof, and (ii) CITY's commencement of use of the Deliverable. To the extent that any Deliverables are or have been approved by the CITY pursuant to the terms hereof at any stage of DC's performance hereunder, DC shall be entitled to rely on such approval, for purposes of all subsequent stages of DC's performance. Unless otherwise agreed to in writing by CITY, 1) acceptance of a Deliverable shall not be deemed complete unless in accordance with this Section F, and 2) payment of professional fees with respect to a Deliverable shall be made after acceptance thereof in accordance with this Section F, pursuant to the payment terms set forth herein. G. Warrantv: (1) This is a services engagement. DC warrants that it will perform the services hereunder in good faith and in a professional manner. Execution of this CONTRACT shall constitute an agreement upon DC's part to indemnify, defend with counsel agreed to in writing by CITY (which agreement shall not be unreasonably withheld by CITY) and hold CITY and its indemnities as identified in paragraph "P" below, and as more fully described in paragraph "P," harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by CITY by reason of third party claims arising as a result of DC's non- compliance with any applicable state or federal codes, ordinances, orders, or statutes in the course of performing the Services hereunder, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law. (2) EXCEPT FOR THOSE WARRANTIES EXPRESSLY PROVIDED IN THIS SECTION G OF THIS CONTRACT, DC DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. H. PatentlCopvright MaterialslProprietary Infringement: Unless otherwise expressly provided in this CONTRACT, DC shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this CONTRACT. DC agrees that, in accordance with the more specific requirement contained in paragraph "P" below, it shall indemnify, defend with counsel agreed to in writing, which agreement shall not be unreasonably withheld by CITY, and hold CITY and CITY INDEMNITIES harmless from any and all third party claims of infringement or violation of any patent, intellectual property right, or trade secret right by the Deliverables and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, but not limited to, reasonable attorney's fees, costs and expenses, except to the extent that such infringement or violation arises from, or could have been avoided except for (i) the indemnified party's modification of DC's Deliverables or use thereof in a manner not contemplated by this Agreement, (ii) the failure of the indemnified party to use any corrections or modifications made available by DC, (iii) information, materials, instructions or specifications provided by or on behalf of the indemnified party, or (iv) the use of DC's Deliverables in combination with any product or data not provided by DC without DC's consent. If CITY's use of any such Deliverable, or any portion thereof, is or is likely to be enjoined by order of a court of competent jurisdiction as such an infringement or violation, DC, at its option and expense, shall have the right to (x) procure for CITY the continued use of such Deliverable, (y) replace such Deliverable with non - infringing work product, or (z) modify such Deliverable so it becomes non - infringing; provided that, if (y) or (z) is the option chosen by DC, the replacement or modified Deliverable is capable of performing the same function. The foregoing provisions of this paragraph constitute the sole and exclusive remedy of the indemnified parties, and the sole and exclusive obligation of DC, relating to a claim that a Deliverable infringes or violates any patent, intellectual property right or trade secret right of a third party. Page 4 of 20 I. Assignment or Sub - Contracting: *he terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this CONTRACT nor any portion thereof may be assigned or sub - contracted by DC without the express written consent of CITY. Any attempt by DC to assign or sub - CONTRACT the performance or any portion thereof of this CONTRACT without the express written consent of CITY shall be invalid and shall constitute a breach of this CONTRACT. Notwithstanding the foregoing (i) DC may, upon notice, assign personnel of its affiliates to provide the Services in lieu of or in addition to its own personnel; provided, however, that DC shall not be relieved of its obligations hereunder, and (ii) either party may assign this CONTRACT, with the written consent of the other party, to an entity that has acquired all or substantially all of the assigning party's assets as a successor to the business. J. Non - Discrimination: In the performance of this CONTRACT, DC agrees that it will comply with the applicable requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractor to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. DC acknowledges that a violation of this provision shall subject DC to all the penalties imposed for a violation of anti - discrimination law or regulation including but not limited to Section 1720 et seq. of the California Labor Code. K. Termination: • In addition to any other remedies or rights it may have by law and those set forth in this CONTRACT, either party has the right to terminate this CONTRACT without penalty for cause upon thirty (30) days prior written notice, provided that in the event of such termination for cause, the breaching party shall have the right to cure the breach within the notice period. CITY has the right to terminate this CONTRACT without cause and without penalty after 30 days' written notice to DC. Cause shall be defined as any material breach of CONTRACT, or any misrepresentation or fraud on the part of a party. Exercise by a party of its right to terminate the CONTRACT shall relieve such party of all further obligations except for those obligations incurred prior to the effective date of termination. L. Consent To Breach Not Waiver: No term or provision of this CONTRACT shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach. Al. Remedies Not Exclusive: Except as expressly provided herein, the remedies for breach set forth in this CONTRACT are cumulative as to one another and as to any other provided by law, rather than exclusive; and the expression of certain remedies in this CONTRACT does not preclude resort by either party to any other remedies provided by law. . N. Independent Contractor: It is understood that CITY retains DC on an independent contractor basis and DC is not an agent or employee of CITY. The manner and means of conducting the work are under the control of DC, except to Page 5 of 20 the extent they are limited by statute, rule or regulation and the expressed terms of this CONTRACT. Nothing in this CONTRACT shall be deemed to constitute approval for DC or any of DC's employees or agents, to be the agents or employees of CITY. DC shall have the responsibility for and control over the • means of performing the work, provided that DC is in compliance with the terms of this CONTRACT. Anything in this CONTRACT that may appear to give CITY the right to direct DC as to the details of the performance or to exercise a measure of control over DC shall mean only that DC shall follow the desires of CITY with respect to the results of the services. Neither DC, any subcontractor, its employees nor anyone working under DC or any subcontractor shall qualify for workers' compensation or other fringe benefits of any kind through CITY. O. Performance: DC shall perform all Services under this CONTRACT as set forth in the Scope of Work, taking all necessary steps and precautions to perform the Services in accordance with this CONTRACT. DC shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other Deliverables /Sery ices furnished by DC under this CONTRACT. DC shall perform all Services diligently, carefully, and in a good and workman-like manner; shall furnish all labor, supervision, machinery, equipment, materials, and supplies necessary therefore, except as otherwise specified in the Scope of Work attached hereto as Attachment A and Attachment C or agreed to by the parties; shall at its sole expense obtain and maintain all permits and licenses required for performance of the Services by public authorities, including those of CITY required in its governmental capacity, in connection with performance of the Services; and shall be fully responsible for all Services performed by subcontractors. P. Indemn ification/Insu ran ce: (i) Indemnification DC agrees to indemnify, defend with counsel approved in writing by CITY, which approval shall not be unreasonably withheld, and hold CITY, its elected and appointed officials, officers, employees and agents (CITY INDEMNITIES ") harmless from any claims, demands or liability of any kind or nature arising as a result of third party claims of bodily injury or real or tangible personal property damage, to the extent directly and proximately caused by the negligence or willful misconduct of DC's personnel in the course of performance of the Services pursuant to this CONTRACT; provided, however, that if there also is fault on the part of CITY or any entity or individual indemnified hereunder or any entity or individual acting on CITY's behalf, the foregoing indemnification shall be on a comparative fault basis. If judgment is entered against DC and CITY by a court of competent jurisdiction because of the concurrent active negligence of CITY or CITY INDEMNITIES, DC and CITY agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. As a condition to all indemnity obligations arising under this CONTRACT, the indemnified party shall provide the indemnifying party with prompt notice of any claim for which indemnification shall be sought hereunder and shall cooperate in all reasonable respects with the indemnifying party in connection with any such claim. The indemnifying party shall be entitled to control the handling of any such claim and to defend any such claim, in its sole discretion. The indemnifying party shall require the written permission of the indemnified party as to any settlement of such claim unless such settlement absolves the indemnified party of all liability and responsibility for such claim, which written permission shall not be unreasonably refused. (ii) Insurance Requirements . Prior to the provision of services under this CONTRACT, DC agrees to purchase all required insurance at DC's expense and to deposit with the CITY industry standard Certificates of Insurance, evidencing that the insurance provisions of this CONTRACT have been complied with and to keep such insurance coverage Page 6 of 20 current and the certificates therefore on deposit with the CITY during the entire term of this CONTRACT. In addition, all subcontractors performing Services on behalf of DC pursuant to this CONTRACT shall Obtain insurance subject to the same terms and conditions as set forth herein for DC. DC shall be responsible of any deductible. If DC fails to maintain insurance required under this CONTRACT for the full term of this CONTRACT, the CITY may terminate this CONTRACT. (a) Qualified Insurer The policy or policies of insurance must be issued by an insurer approved to do business in the state of California (California Admitted Carrier). Minimum insurance company ratings as determined by the most current edition of the Best's Key Rating Guide /Property- Casualty/United States or ambest.com shall be A- (Secure Best's Rating) and VIII (Financial Size Category). A person authorized by the insurer shall sign certification of all required policies. (b) Coverage Requirements The policy or policies of insurance maintained by DC shall provide the minimum limits and coverage as set forth below: Coverage Wommercial General Liability with property damage and contractual liability Automobile Liability including coverage for owned, non -owned and hired vehicles Workers' Compensation Employers' Liability Insurance Minimum Limits $1,000,000 combined single limit per occurrence $2,000,000 aggregate $1,000,000 combined single limit per occurrence Statutory $1,000,000 per occurrence All liability insurance required by this CONTRACT shall be at least $1,000,000 combined single limit per occurrence. The minimum aggregate limit for the Commercial General Liability policy shall be $2,000,000. (c) Endorsements Each general liability and automobile liability insurance policy shall provide the following coverages: i. The City, its elected or appointed officers, officials, employees, agents and volunteers are to be covered as additional insureds with respect to liability arising out of work performed by or on behalf of the Consultant. • ii. This policy shall be considered primary insurance as respects to City, its elected or appointed officers, officials, employees, agents and volunteers as respects to all claims, losses, or liability arising directly or indirectly from the Consultant's operations or services provided to City. Any insurance maintained by City, including Page 7 of 20 any self - insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. vi. The insurance provider will endeavor to provide thirty (30) calendar days written notice if the insurance provided by this policy shall be suspended, voided, canceled, or materially reduced in coverage or in limits, by either party. DC shall promptly notify CITY in the event that it becomes aware of cancellation of the insurance required hereunder. The Commercial General Liability policy shall contain a severability of interests clause. DC is aware of the provisions of Section 3700 of the California Labor Code, which requires every employer to be insured against liability for Workers' Compensation or be self - insured in accordance with provisions of that code. DC will comply with such provisions and shall, upon written request, furnish the CITY industry standard certificates of insurance as evidence that the DC has secured, for the period of this CONTRACT, statutory Workers' Compensation insurance and Employers' Liability insurance with minimum limits of S1,000,000 per occurrence. Insurance certificates should be forwarded to the agency /department address listed on the request. If DC does not deposit copies of certificates of insurance as provided herein with CITY incorporating such changes within thirty (30) days of receipt of such request, this CONTRACT may be in breach without further notice to DC, and CITY shall be entitled to seek all legal remedies. The procuring of such required policy or policies of insurance shall not be construed to limit DC's liability hereunder nor to fulfill the indemnification provisions and requirements of this CONTRACT. Q. Bills: DC shall pay promptly all of its indebtedness for labor, materials and equipment used in performance of the Services and for which DC is responsible hereunder.DC shall not permit any lien or charge to attach to such labor, materials and equipment while they are being used to perform the Services, but if any does so attach, in accordance with the requirements of paragraph "I'" above, DC will indemnify, defend, and hold CITY harmless and be responsible for payment of all costs, damages, penalties and reasonable expenses arising from third party claims for payment of such indebtedness. "Third party" shall mean any entity or person other than DC or CITY, including, without limitation, any governmental entity other than the CITY. R. Clianges: Page 8 of 20 DC shall make no changes in the Services to be performed under this CONTRACT or perform any additional Services without the CITY's specific written approval. S. Change of Ownership: DC agrees that if there is a change or transfer in ownership of DC's business prior to completion of this CONTRACT, the new owners shall be required under terms of sale or other transfer to assume DC's duties and obligations contained in this CONTRACT and complete them in accordance with this CONTRACT. T. Force A7aieure: DC shall not be liable for any delays or other non - performance and shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for performance of this CONTRACT caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided DC gives written notice of the cause of the delay promptly upon the start of the delay and DC avails itself of any commercially reasonable available remedies. U. Confidentiality: DC agrees to maintain the confidentiality of all CITY and CITY - related records and information and all records and information it obtains from other cities and governmental entities with which is will have contact during the course of performance of this CONTRACT pursuant to all applicable statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this CONTRACT. All such records and information shall be considered confidential and kept confidential by DC and DC's staff, gents and employees in accordance with Section 14 of this CONTRACT. V. Compliance with Laws: DC represents and warrants that Services to be provided under this CONTRACT shall fully comply, at DC's expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively "laws "), including, but not limited to those issued by CITY in its governmental capacity and all other laws, applicable to the Services at the time Services are provided to and accepted by CITY. DC acknowledges that CITY is relying on DC to ensure such compliance, and pursuant to the requirements of paragraph "P" above DC agrees that it shall defend, indemnify and hold CITY and CITY INDEMNITIES harmless (with counsel approved in writing by CITY, which approval shall not be unreasonably withheld) from all liability, damages, costs and expenses arising from or related to third party claims of violation of such laws by DC in the course of performing the Services hereunder. W. Pricing: The CONTRACT price shall include full compensation for providing all required Deliverables and Services as specified in the Scope of Work attached to this CONTRACT, and no additional compensation will be allowed. X. Waiver of Jury Trial: 0 Each party acknowledges that it is aware of and has had the opportunity to seek advice of counsel of its hoice with respect to its rights to trial by jury, and each party, for itself and its successors, creditors, and assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action, proceeding or counterclaim brought by any party hereto against the other (and/or against its officers, directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever Page 9 of 20 arising out of or in any way connected with this CONTRACT and/or any other claim of injury or damage under this CONTRACT. Y. Terms and Conditions: DC acknowledges that it has read and agrees to all terms and conditions included in this CONTRACT. Z. Headings: The various headings and numbers herein, the grouping of provisions of this CONTRACT into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. AA. Severability: If any term, covenant, condition or provision of this CONTRACT is invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. BB. Calendar Days: Any reference to the word "day" or "days" herein shall mean calendar day or calendar days, respectively, unless otherwise expressly provided. CC. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this CONTRACT, or where any provision hereof is validly asserted as a defense, each party shall bear its own attorney's fees, costs and expenses. DD. Interpretation: This CONTRACT has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this CONTRACT. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this CONTRACT by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this CONTRACT against the party that has drafted it is not applicable and is waived. The provisions of this CONTRACT shall be interpreted in a reasonable manner to effect the purpose of the parties and this CONTRACT. EE. Authority: The parties to this CONTRACT represent and warrant that this CONTRACT has been duly authorized and executed and constitutes the legally binding obligation of their respective organization or entity, enforceable in accordance with its terms. FF. Limitation on Damages and Actions: LJ 9 Page 10 of 20 (a) Each party agrees that the other party, its affiliates, agents and subcontractors, and each of their partners, principals or other personnel shall not be liable for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to the contractual services to be performed hereunder for an aggregate amount in excess of (i) in the case of DC, the fees paid by CITY to DC under this CONTRACT, or (ii) in the case of CITY, the fees paid and payable to DC by CITY under this CONTRACT. In no event shall either party, its affiliates, agents or subcontractors or any of their partners, principals or other personnel be liable for consequential, special, indirect, incidental, punitive or exemplary damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs) arising out of this CONTRACT. The provisions of this Paragraph shall apply regardless of the form of action, damage, claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise. GG. Cooperation: CITY shall cooperate with DC in the performance of the services hereunder, including, without limitation, providing DC with reasonable facilities and timely access to data, information and personnel of CITY. CITY shall be responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to DC hereunder. CITY acknowledges and agrees that DC's performance is dependent upon the timely and effective satisfaction of CITY's responsibilities hereunder and timely decisions and approvals of CITY in connection with the services. DC shall be entitled to rely on all decisions and approvals of CITY. HH. Non - Exclusivity: This CONTRACT shall not preclude or limit in any way (i) the right of DC to provide consulting or other services of any kind or nature whatsoever to any individual or entity as DC in its sole discretion deems appropriate, or (ii) developing for itself or for others, materials that are competitive with those produced as a result of the services provided hereunder, irrespective of their similarity to the Deliverables. II. Definitions: For the purposes of this CONTRACT, "DC" shall mean Deloitte Consulting LLP and its subsidiaries, successors and assigns. 33. Survival All sections herein relating to payment, license and ownership, confidentiality, limitations of warranties, limitations on damages and actions, non - exclusivity, waiver and waiver of jury trial shall survive the termination of this CONTRACT. Specific Terms and Conditions 1. Term of Contract This CONTRACT is for a ninety (90) day period. The term of this CONTRACT will commence on , 2004 ( or upon execution of the necessary signatures, whichever occurs later, and continue for ninety calendar days from that date, unless terminated earlier by CITY in accordance with the provisions herein. 2. Scope of Contract Page 11 of 20 This CONTRACT specifies the contractual terms and conditions by which the CITY will procure and receive services from DC. The services to be provided are set forth in the Scope of Work attached hereto as Attachment A and the Letter Proposal dated August 19, 2002 from DC to Chief Bob McDonell attached hereto as Attachment C, which are incorporated by this reference as if fully set forth herein (the "Services "). The Services may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of, and made by, CITY. 3. Fiscal Appropriations, Subject to This CONTRACT is subject to and contingent upon applicable budgetary appropriations being approved by the CITY for each fiscal year during the term of this CONTRACT. If such appropriations are not approved, the CONTRACT will be terminated without cause pursuant to Section K of this CONTRACT above upon written notice as specified therein without penalty to the CITY. DC acknowledges that funding or portions of funding for this CONTRACT may also be contingent upon the receipt of funds from, and/or appropriation of funds by, the Federal government or State of California to CITY. If such funding and/or appropriations are not forthcoming, or are otherwise limited, CITY may terminate without cause this CONTRACT pursuant to Section K of this CONTRACT above upon written notice as specified therein without penalty. 4. Conflict with Existing Laws DC and the CITY agree that if any provision of this CONTRACT is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the CONTRACT shall remain in full force and effect. Either party having knowledge of such term or provisions shall promptly inform the other of the presumed non - applicability of such provision. Should the offending provision go to the heart of the CONTRACT, the CONTRACT shall be terminated in a manner commensurate with interests of both parties to the maximum extent reasonable. 5. Merger Attachment A, Attachment B, and Attachment C are incorporated herein by this reference as part of this CONTRACT. This CONTRACT, including Attachment A ( "Scope of Work "), Attachment B ( "Compensation Schedule "), and Attachment C ( "DC Letter Proposal dated August 19, 2002 ") shall constitute the complete and exclusive statement of understanding between CITY and DC and shall supersede all previous written or oral agreements, and all prior communications between the parties with respect to the subject matter hereof. 6. Reporting /Meetings CITY's Project Manager and DC's Project Manager will meet on reasonable notice to discuss DC's performance and progress under this CONTRACT. If requested by CITY, DC's Project Manager and other project personnel shall attend all meetings. DC shall provide such information that is reasonably requested by the CITY for the purpose of monitoring DC's progress under this CONTRACT. 7. Project 1\Iana2er, CITY 0 Page 12 of 20 The CITY shall appoint a Project Manager to act as liaison between the CITY and DC during the term of this CONTRACT. The CITY's Project Manager shall coordinate the activities of the CITY staff assigned to work with DC. The CITY's Project Manager shall have the right to require the removal and replacement of the DC's project manager and key personnel. The CITY's Project Manager shall notify DC in writing of such action, specifying in reasonable detail the reason for the action. DC shall accomplish the removal within 14 calendar days after written notice by the CITY's Project Manager. The CITY's Project Manager shall review and approve the appointment of the replacement for the DC's project manager and key personnel. Said approval shall not be unreasonably withheld. 8. Project Manager, DC DC shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to meet with (via telephone or in person) CITY at all reasonable times during the CONTRACT term upon reasonable advance notice. DC has designated Stephen Lee to be its Project Manager. 9. Audits /Inspections DC agrees to give the CITY's Revenue Manager or the Revenue Manager's authorized representative (including auditors from a private auditing firm hired by the CITY) access during normal working hours to (i) all billing and payment books and financial records, and supporting documentation, including payroll and accounts payable /receivable records of DC for the purpose of auditing or inspecting billing and payment under this CONTRACT, and (ii) to any other records of performance of the Services hereunder as may be required by law, solely to the extent necessary to determine DC's compliance with this Agreement. The CITY will provide reasonable notice of such an audit or inspection. Auditors auditing or inspecting hereunder shall have first agreed in writing to protect the confidentiality of all information disclosed or revealed to such auditors during such audit or inspection; provided, however that certain information may become public record pursuant to applicable law. The CITY reserves the right to audit and verify DC's records as provided for in this Section 9 before final payment is made. DC agrees to maintain such records for possible audit for a minimum of three years after final payment hereunder, unless a longer period of records retention is stipulated under this CONTRACT or by law. Further, DC agrees to include a similar right to the CITY to audit such records of any subcontractor related to performance of this CONTRACT. Should DC cease to exist as a legal entity, DC's records pertaining to this agreement shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the CITY's Project Manager. 10. Conflict of Interest — DC 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 CONTRACT, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, DC shall conform to all requirements of the Act in performing the Services hereunder. Failure to do so may constitute a material breach and grounds for termination of this CONTRACT by CITY under Section K hereof. DC shall indemnify and hold harmless CITY for any and all third party claims for Page 13 of 20 damages brought against CITY resulting from DC's violation of the Act in performing the Services hereunder. 11. Precedence The documents herein consist of this CONTRACT and its attachments. In the event of a conflict between or among the CONTRACT documents, the order of precedence shall be the provisions of the main body of this CONTRACT, i.e., those provisions set forth in the recitals and articles of this CONTRACT, and then the Attachments. 12. Compensation This is a firm fixed price CONTRACT. DC agrees to accept the specified compensation as set forth in Attachment B as full remuneration for performing all services and furnishing all staffing, labor, materials, direct and indirect costs, and for any difficulties which may arise or be encountered in the execution of the services until acceptance; and for risks connected with the services; and for performance by the DC of all of its duties and obligations hereunder. In no event shall DC's compensation exceed $220,000 without additional written authorization from the CITY. 13. DATA —TITLE To All materials, documents, data or information obtained from CITY data files or any CITY medium furnished to DC in the performance of this CONTRACT will at all times remain the property of the CITY. Such data or information may not be used or copied for direct or indirect use by the DC after completion or termination of this CONTRACT without the express written consent of the CITY. All confidential materials, documents, data or information, including copies, must be destroyed, returned to the CITY at the end of this CONTRACT, or maintained by DC for archival purposes only subject at all times to its confidentiality obligations hereunder. 14. OWNERSHIP OE DOCUMENTS (a) DC has created, acquired or otherwise has rights in, and may, in connection with the performance of services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know -how, techniques, models, templates, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, general purpose consulting and software tools, utilities and routines, and logic, coherence and methods of operation of systems (collectively, "DC Technology"). To the extent that DC uses any of its intellectual or other property in connection with the performance of its services, DC shall retain all right, title and interest in and to such property, and, except for the license expressly granted in this section, CITY shall acquire no right, title or interest in or to such property. (b) CITY has permanent ownership of all directly connected and derivative materials first produced under this CONTRACT in connection with the Services by DC for delivery to the CITY, excluding any DC Technology contained therein (the "Deliverables "). All documents, reports and other incidental or derivative work or materials furnished hereunder comprising the Deliverables (except for any DC Technology contained therein) shall become and remain the sole property of the CITY and may be used by the CITY as it 1W may require without additional cost to the CITY. DC without the express written consent of the CITY shall use none of the documents, reports and other incidental or derivative work or furnished materials comprising the Deliverables except in providing the Services hereunder. DC hereby grants to CITY, a non - exclusive, royalty -free, worldwide, perpetual, nontransferable license to use, for the internal business purposes of Page 14 of 20 CITY and participants in the ILJ as designated by CITY in connection with use of the Deliverables, any DC Technology contained in the Deliverables. The rights granted to CITY in this Section are contingent upon WITY's full and final payment to DC hereunder. 15. DC'S Expense Except as approved by the CITY's Project Manager or designee DC will be responsible for all costs related to photo copying, telephone communications, fax communications, and parking during the performance of work and services under this CONTRACT. CITY will not provide reimbursement for any parking fees or charges incurred while DC is providing services under this CONTRACT. 16. DC `York Hours and Safety Standards DC shall ensure compliance with all safety and hourly requirements for its employees in performing the Services in accordance with federal, state and CITY safety regulations and laws. 17. Confidentialitv of DC's Records; Confidentiality DC agrees to maintain the confidentiality of its records pursuant to all statutory laws relating to privacy and confidentiality as now in existence or as hereafter amended or changed. All records and information concerning any and all matters referred to DC by the CITY shall be considered and kept confidential by DC and DC'S staff, agents, subcontractors, and employees. Information obtained by a party in the performance or receipt of the Services under this CONTRACT ( "Confidential Information ") shall be treated as confidential and shall not be used by the other party for any purpose other than the performance or receipt of he Services under this CONTRACT. The terms of this CONTRACT shall also be considered Confidential nformation. Each party shall maintain the Confidential Information of the other party in confidence using at least the same degree of care as it employs in maintaining in confidence its own proprietary and confidential information, but in no event less than a reasonable degree of care. Confidential Information shall not include information which (i) shall have otherwise become publicly available other than as a result of disclosure by the receiving party in breach hereof, (ii) was disclosed to the receiving party on a nonconfidential basis from a source other than the disclosing party, which the receiving party believes is not prohibited from disclosing such information as a result of an obligation in favor of the disclosing party, (iii) is developed by the receiving party independently of, or was known by the receiving party prior to, any disclosure of such infornation made by the disclosing party, or (iv) is disclosed with the written consent of the disclosing party. A receiving party also may disclose Confidential Information to the extent required by an order of a court of competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or other administrative or legal process. 18. Covenant Against ContinEent Fees DC warrants that no person or selling agency has been employed or retained by DC to solicit or secure this CONTRACT upon a contract or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by DC for the purpose of securing business. For breach or violation of this warranty, CITY shall have the right to terminate this CONTRACT in ecordance with the termination article and, at its sole discretion, to deduct from DC's fees, or otherwise cover, the full amount of such commission, percentage, brokerage, or contingent fee from the DC. 19. Termination - Convenience of the CITY Page 15 of 20 CITY may terminate performance of Services under this CONTRACT for its convenience in whole, or, from time to time, in part if CITY determines that a termination is in the CITY's interest upon thirty (30) days' prior written notice. CITY shall terminate the CONTRACT by delivering to DC a written notice of termination specifying the extent of the termination and the effective date thereof. The parties agree that, as to the terminated portion of the CONTRACT, the CONTRACT shall be deemed to remain in effect until such time as the termination settlement, if any, is concluded and the CONTRACT shall not be void. As of the effective date of termination and, except as directed by CITY, DC shall immediately proceed with the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due under this clause. DC shall A. Stop work as specified in the notice of termination; B. Place no further sub - contracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the CONTRACT; C. Terminate all orders and sub - contracts to the extent they relate to the Services terminated; D. Settle all outstanding liabilities and termination settlement proposals arising from the termination of any sub - contract's, the approval or ratification of which will be final for purposes of this clause; E. As directed by the assigned buyer transfer title and deliver to the CITY Deliverables, upon full and final payment to DC hereunder, F. Complete performance of the Services not terminated; and G. Take any action that may be necessary or as the CITY may direct for the protection and preservation of the CITY property related to this CONTRACT that is in the possession of DC and in which the CITY has or may acquire an interest and to mitigate any potential damages or requests for CONTRACT adjustment or termination settlement to the maximum practical extent. At the completion of DC'S termination efforts, DC may submit to CITY a list indicating quantity and quality • of termination inventory of Deliverables not previously disposed of and request instructions for disposition of the residual termination inventory. After termination DC shall submit a final termination settlement proposal to the user agency /department in a format acceptable to the CITY. DC shall submit the proposal promptly, but no later than 60 days from the effective date of the termination, unless extended in writing by the CITY upon written request of DC within the 60 -day period. However, if the CITY determines that the facts justify it, a termination settlement proposal may be received and acted on after the expiration of the filing period or any extension. DC and CITY may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a reasonable allowance for profit on Services performed, including a reasonable amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data, and storage, transportation and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory. However, the agreed amount may not exceed the total CONTRACT price as reduced by (a) the amount of payment previously made and (b) the CONTRACT price of Services not terminated. The CONTRACT shall be amended and DC paid the agreed amount. If DC and CITY fail to agree on the whole amount to be paid because of the termination of Services, CITY shall pay DC the amounts determined as follows, but without duplication of any amounts agreed on as set forth above: . A. The CONTRACT price for completed Deliverables accepted in accordance with this CONTRACT not previously paid for by CITY. Page 16 of 20 DC shall use industry- standard accounting principles and sound business practices in determining all costs claimed, agreed to, or determined under this clause. Such costs shall be allocable to the terminated CONTRACT or portion thereof, allowable under applicable laws, regulations, generally accepted accounting principles and good business judgment and objectively reasonable. Notwithstanding anything to the contrary herein or elsewhere, in the event of any termination of this CONTRACT, DC shall be paid professional fees in accordance with Attachment B and reimbursed expenses on an equitable basis for all Services performed through the effective date of termination. In arriving at the amount due DC under this clause, there shall be deducted: A. All payment to DC previously made under the terminated portion of this CONTRACT; and B. Any amount due to the CITY by DC under this CONTRACT. If the termination is partial, DC may file a proposal with CITY for an equitable adjustment of the price(s) of the continued portion of the CONTRACT. CITY shall make any equitable adjustment agreed upon by the parties. Any proposal by DC for an equitable adjustment under this clause shall be requested within 30 days from the effective date of termination unless extended in writing by the agency /department. Notwithstanding the foregoing or anything to the contrary herein, and regardless of whether a proposal is filed by DC, CITY shall, upon any termination of this CONTRACT: A. Under the terms and conditions it prescribes, make payments of professional fees due to DC for Services provided through the effective date of termination and costs incurred by DC and not yet reimbursed, for the terminated portion of the CONTRACT; provided however that such payments will not exceed the authorized Contract amount; and 013. If the total payments exceed the amount finally due, DC shall repay the excess to CITY upon demand. Unless otherwise provided in this CONTRACT or by statute, DC shall maintain all billing and payment records and documents of the same and any other records of performance of the Services hereunder as may be required by law, solely to the extent necessary to determine DC's compliance with this Agreement, in each case relating to the terminated portion of this CONTRACT for three years after final payment under this CONTRACT. This includes all books and other evidence bearing on DC'S costs and expenses under this CONTRACT. DC shall make these records and documents available to CITY, at DC'S office, at all reasonable times upon reasonable notice, without any direct charge. If approved by CITY, photographs, microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original records and documents. 20. Notices Any and all notices, requests, demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing, except through the course of the parties' project managers' routine exchange of information and cooperation during the term of the Services. Any written communications shall be deemed to have been duly given upon actual in- person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate arty at the address stated herein or such other address as the parties hereto may designate by written notice from time to time in the manner aforesaid. CITY Page 17 of 20 City of Newport Beach Police Department 870 Santa Barbara Newport Beach, CA 92660 ATTN: Captain Paul Henisey DC Deloitte Consulting LLP 2868 Prospect Park Drive Sacramento, California 95670 Attn: Stephen Lee 21. News /Information Release DC agrees that it will not issue any news releases in connection with either the award of this CONTRACT or any subsequent amendment of or effort under this CONTRACT without first obtaining review and written approval of said news releases from CITY through the CITY's project manager. 22. Securitv- Police Facilitv Background checks: All DC personnel to be employed in performance of Services under this CONTRACT may be subject to background checks and clearance prior to working in a Police facility. DC shall prepare and submit an information form to the CITY's Project Manager for all persons who will be working or who will need access to the facility. These information forms shall be submitted at least five CITY working days prior to the start of work on the CONTRACT or prior to the use of any person subsequent to DC'S start of work. These information forms will be provided by CITY's Project Manager upon request and will be screened by CITY's Police Department. These information forms shall be thorough, accurate, and complete. Omissions or false statements, regardless of the nature or magnitude, may be grounds for denying clearance. No person shall work in a police facility under this CONTRACT who has not received prior clearance from the CITY's Police Department. Neither CITY, nor the Police Department need give a reason clearance is denied. CITY shall be solely liable for the performance of such checks and the use of information garnered from such checks as set forth herein. CITY shall (i) use information from such checks solely for the purposes of approving DC personnel and subcontractors to provide Services hereunder, (ii) shall not disclose information from such checks to any third party, and (iii) shall indemnify DC and its partners, principals, directors, officers, employees, agents and subcontractors against all liability and claims arising out of the improper use and reporting of information obtained from such checks. Performance Requirements: DC'S employees shall not smoke or use profanity or other inappropriate language while on site. DC'S employees shall not enter the facility while under the influence of alcohol, drugs or other intoxicants and shall not have such materials in their possession. DC employees shall cooperate with the reasonable requests of CITY regarding facility security. 23. Pavment Terms 0 Invoices for professional fees in the amounts set forth in Attachment B attached hereto are to be submitted upon acceptance of the Deliverable applicable to the amount of professional fees set forth in Attachment B hereto to the CITY's Project Manager, unless otherwise directed in this CONTRACT. DC shall reference Page 18 of 20 CONTRACT number on invoice, and each invoice shall be in a format requested by CITY and containing the information specified herein. Payment will be net 30 days after receipt of a properly submitted invoice. Villing shall cover services and/or Deliverables not previously invoiced. Payments made by CITY shall not preclude the right of CITY from thereafter disputing any items or services involved or billed under this CONTRACT and shall not be construed as acceptance of any part of the Deliverables or services. Without limiting its rights or remedies, DC shall have the right to suspend or terminate entirely its services if payment is not received within thirty (30) days of receipt of invoice. IN WITNESS WHEREOF, the parties have caused this CONTRACT to be executed on the day and year first written above. APPROVED AS TO FORM: Robin Clausen, Assistant City Attorney or the City of Newport Beach ATTEST: By: LaVonne Hark-less Principal 0 CITY OF NEWPORT BEACH, A Municipal Corporation By: Homer Bludau, City Manager CONSULTANT: Deloitte Consulting LLP go Name: City Clerk Page 19 of 20 ATTACHMENT "A" SCOPE OF WORK Phase 3 of the Integrated Law and Justice Project Project Management • Refine the strategic project plan from Phase 1. Schedule initial meetings, compile requirements and background information for the project; to include technical specifications, system requirements and project structure requirements; and prepare baseline information for workshops, meetings and the Scope of Work for the Request for Proposal (RFP). • Conduct one workshop to confirm the requirements of the project and define what components will be used for deployment in the pilot and whether any should be deferred for a future evolution to the system. Specific data elements will be established that are to be shared in the pilot project. Plan and schedule further meetings as needed to confirm data elements available. • Compile specifications of the system and the Scope of Work framework with technical information. The types of data to be extracted and shared must be defined and not the technical details of data modules to allow vendors to describe how they will access and manage data from diverse sources. • Work with members of the steering committee to identify potential candidates and examine likely solutions to be proposed. Work with the CITY's Purchasing Division to assist in the development of procurement strategies in regards to the Scope of Work for the RFP. • Complete the Scope of Work with all specification for the RFP document. The Scope of Work will be presented to the ILJ Steering Committee for review and approval. • A set of standards for supporting the integration application must be compiled and published. Agencies that participate can use these standards to define the input and output requirements of systems that may be procured in future months. These standards will also serve as a baseline set of requirements for discussions with RMS and CMS vendors as to how interfaces are to be procured. • Participate in a Pre - Proposal Bidder Conference to answer technical questions in regards to the Scope of Work. DC will also be available to respond to technical questions throughout the procurement period. • Conduct a technical and financial evaluation of the proposals submitted by vendors and present the results of the evaluation with a recommendation. 0 0 Attachment B Compensation Schedule 1. Completion of Requirements Workshop 2. Publish Specifications and Framework for RFP Document 3. Publish Architecture Standards RFP Evaluation Complete 0 $ 50,000.00 $100,000.00 $ 50,000.00 S20,000.00 Page 20 of 20 ATTACHMENT C Deloitte Consulting 2868 Prospect Park Drive Sacramento, CA 95670 Teiephone:+ 1.916.288.3000 Facsimile: +1.916288.3131 w .dc.com August 19, 2002 Chief Bob McDonell Orange County Integrated Justice Steering Committee c/o Newport Beach Police Department Santa Barbara Drive Newport Beach, CA Dear Chief McDonell: Further to the discussions that have occurred over the last few months, we have reviewed the options regarding the ways to approach the pilot deployment of the RMS sharing project (Phase 3 of the Integrated Justice Project). We are prepared to revise our approach and undertake the project based on our preparing an RFP for deployment of the system and leaving the detailed design of the solution to the successful implementation vendor. This approach clearly allows the Integrated Justice group to examine the solutions available in the marketplace and make an informed choice regarding the solutions available. We will be pleased to continue to work with the group in any way to facilitate the process on an ongoing basis. While we are hopeful that the RFP process will yield acceptable results for you, we will be prepared to examine alternate approaches once the results are examined. Our Understanding Phase 3 of the project is to address the design and implementation of a pilot of the RMS /CMS sharing project. This proposal covers the work required to design the RMS /CMS application, define the pilot implementation, and set the stage for selection or definition of an implementation team to build the pilot system. The functionality of the RMS /CMS sharing application is outlined in the drawing below. The concept is that operational and investigative data collected at each of the participating agencies is available at all agencies. L ..I Chief Bob McDonell August 19, 2002 Page 2of6 Law � / !� District Enfortement 1I Shared Data AtUmn" RM52 � � CMS maw cry Enlorcement Ptlorney RMS] CMs Query/ Trigger W Enforcement RMS. The complete construction of this application is a very large undertaking. It impacts systems at approximately 30 agencies and the strategic plan estimated total costs at approximately $4,000,000. In order to meet with the expected grant funding stream, our proposed approach is to prepare specifications and an RFP to allow procurement of services to develop a pilot that will allow the sharing of data from 3 to 4 agencies. This approach can reduce the overall project risk in that it allows the implementation to be done gradually. It is likely that not all of the desired data will be shared in a pilot; but it will move the program forward, demonstrate benefits and allow the project team to optimize the approach prior to moving the implementation out to other agencies. Despite data from only a few agencies being shared, benefits can accrue to all agencies in the County. The shared data will be immediately available everyone, whether on not their data is being shared. Consideration should also be given in the selection of agencies to participate in the pilot that the pilot be used to develop the interfaces to the most common CMS systems in use. This should greatly aid the addition of more agencies at a later date. We anticipate that the specifications will call for a set of browser bases analysis tools and will also allow for searching of the database by the Orange County Sheriffs department ELETE application. It may be that the RFP will result in several contracts. A separate contract may be required with CDI for the work related directly to ELETE. It is also possible that the group may wish to fund more than one pilot application vendor so that several different approaches can be evaluated. Clearly, these decisions will be dependent on the costs and effort associated with the various proposals. We expect that initial planning regarding the potential nature of the go- forward projects will be undertaken early in our engagement. Some final decisions may be made regarding the structure of the project(s) once the proposals are evaluated. 0 Probation Contact Information Probationer status FI Cards Terms of Probation Incident Information Investigative City7Dlstfict Attorney Analysis Case Status Tool J haw PmDifien Enforcement CMs RM51 (_� Law � / !� District Enfortement 1I Shared Data AtUmn" RM52 � � CMS maw cry Enlorcement Ptlorney RMS] CMs Query/ Trigger W Enforcement RMS. The complete construction of this application is a very large undertaking. It impacts systems at approximately 30 agencies and the strategic plan estimated total costs at approximately $4,000,000. In order to meet with the expected grant funding stream, our proposed approach is to prepare specifications and an RFP to allow procurement of services to develop a pilot that will allow the sharing of data from 3 to 4 agencies. This approach can reduce the overall project risk in that it allows the implementation to be done gradually. It is likely that not all of the desired data will be shared in a pilot; but it will move the program forward, demonstrate benefits and allow the project team to optimize the approach prior to moving the implementation out to other agencies. Despite data from only a few agencies being shared, benefits can accrue to all agencies in the County. The shared data will be immediately available everyone, whether on not their data is being shared. Consideration should also be given in the selection of agencies to participate in the pilot that the pilot be used to develop the interfaces to the most common CMS systems in use. This should greatly aid the addition of more agencies at a later date. We anticipate that the specifications will call for a set of browser bases analysis tools and will also allow for searching of the database by the Orange County Sheriffs department ELETE application. It may be that the RFP will result in several contracts. A separate contract may be required with CDI for the work related directly to ELETE. It is also possible that the group may wish to fund more than one pilot application vendor so that several different approaches can be evaluated. Clearly, these decisions will be dependent on the costs and effort associated with the various proposals. We expect that initial planning regarding the potential nature of the go- forward projects will be undertaken early in our engagement. Some final decisions may be made regarding the structure of the project(s) once the proposals are evaluated. 0 Chief Bob McDonell August 19, 2002 Page 3 of 6 V RMS1 RM57 RMSn Extract RMS data & Vpload in Operational Data Store operatonal Web Server8 Data Store Reporting Server (can ba dlstn0uted) Requests for Data Repotting & Analysis Web Web tools to query Repository Bt ser Scope of Work The following table outlines our proposed scope of work. We will build upon the initial work that we completed during the Strategic Planning project in Phase I. This should minimize the time required for the requirements tasks and also ease the approval processes for the design stages of the project. Task Description Duration weeks Inception During the opening week of the phase, we will refine the project plan and schedule the initial meetings. The project team will also use this week to compile the requirements and background information from the strategy and prepare the baseline information for the Workshops, meetings and the RFP. 1 Requirements Workshop A single workshop will be held to confirm the requirements of the project and Meetings and to define what components are appropriate for deployment in the pilot and whether any should be deferred for a future evolution of the system. Specific attention will be paid to exactly what data elements are to be shared in the pilot project. It is likely that a small number of meetings will also be required during this week to confirm the data elements available. 1 Development of The team will compile the specifications of the system and the RFP Specifications and RFP framework. The document will be highly functiona(in nature With supporting technical information. The types of data to be extracted and shared will be defined rather than the technical details of the data models involved. This approach will allow the vendors to describe how they will access and manage data from such diverse sources. 2 Develop the The procurement strategy will be addressed in two parts. Early in the Procurement Strategy project several days will be spent working with members of the Sterrig Committee to identify_potential candidates and examinin the likely 1 0 0 Chief Bob McDonell August 19, 2002 • Page 4 of 6 • Schedule We believe that we can complete this assignment, up to the handoff of the RFP and technical specifications to the procurement agency, in approximately 7 weeks. We will then complete the Architecture Standards in an additional 3 weeks. The timing of the evaluation phase is dependent on the issuance of the RFP and the procurement schedule used by the selected procurement agency. We are prepared to return and undertake the evaluation whenever the submission of responses occurs but assume that the submission would occur within 16 weeks of handoff of the RFP to the procurement agency. The schedule is, of course, heavily dependent on the personnel from the involved agencies participating actively in meetings and workshops, and timely response to requests for information. We also expect that the County will review documents in a timely fashion and turn them around to the consulting team within 5 business days of issue. The schedule for the project is presented in the following diagram. u solutions to be proposed. This information will be used to structure the RFP to help focus the proposals to the style desired. Additional procurement strategy work will be undertaken as the RFP is completed. Based on the near final document a better understanding of the potential solutions likely to be received and the possible structure of follow on Implementation projects will become clear. Specification and RFP The RFP document, complete with specifications will be handed off to the Review steering committee for review and approval prior to issuing the RFP. 1 Publish Architecture Based on the specifications, the team will compile and publish a set of Standards standards for supporting the integration application. Participating agencies can use these standards to define the input and output requirements of systems that they may procure over the coming months. They will also serve as a baseline set of requirements for discussions with RMS and CMS vendors as to how interfaces are to be procured. 2 Support the We have allowed 40 hours of consulting effort to support a procurement Procurement effort. Deloille Consulting personnel will participate in a single bidders meeting and will be available to respond to questions from vendors through the procurement period. We have not allowed for development of the commercial or legal sections of an RFP or tender documents in this scope of work. We have assumed that our technical specifications, system requirements and project structure requirements will be packaged by the selected procurement authority and issued to the appropriate vendors for response. 4 Evaluation Upon receipt of the proposals by the Integrated Justice working group, Deloille Consulting will conduct a technical and financial evaluation of the proposals. Upon completion of the evaluation, we will generate a short letter of recommendation and present the results of the evaluation. 2 • Schedule We believe that we can complete this assignment, up to the handoff of the RFP and technical specifications to the procurement agency, in approximately 7 weeks. We will then complete the Architecture Standards in an additional 3 weeks. The timing of the evaluation phase is dependent on the issuance of the RFP and the procurement schedule used by the selected procurement agency. We are prepared to return and undertake the evaluation whenever the submission of responses occurs but assume that the submission would occur within 16 weeks of handoff of the RFP to the procurement agency. The schedule is, of course, heavily dependent on the personnel from the involved agencies participating actively in meetings and workshops, and timely response to requests for information. We also expect that the County will review documents in a timely fashion and turn them around to the consulting team within 5 business days of issue. The schedule for the project is presented in the following diagram. u Chief Bob McDonell August 19, 2002 Page 5 of 6 10 Task Name ShT HMSh gm5p1 rrnae wavy aa.xoz o.. Fact N YM Vd M Wf curl r0m +Otl rM ry a Irr rrM rs ,M rM1 rSil 1 Ir Pr 12m wumwp pmp 2t 6BT2002 90102002 W 2 Vaurksl+ and MNGrgz 61162002 02&2002 Sd Oki 0 Prowremorl SlmwY 4202002 6262002 Od 4 Oevwkp $PriRra'icnseN RFP 4202002 101912002 IN 5 S,1 RFP 1 &102002 10!102002 Od 6 Raww.F4riM I &102002 1O1162002 5d l Rev,se 1&1212!102 10211200'2 04 Randovr to Pmarrral 10222002 I022r2002 Od B De.xkry+rnlydm:xv+SandaMS 1&162002 IWY 2 IN 10 P,v,<u +er <,a Srrae9y 10241W2 IM 2 26 11 PrGCUrerr,en AOr Processes 1012b2002 11:42002 IN AM 12 PraCUrenwn: Pero 11:52002 1222002 20d 13 Evaaraur 1232W2 t2rt02002 tw - Key Assumptions The key requirement to getting our work done on schedule and within the proposed budget is the active participation of the staff from the participating agencies, and the selected procurement agency personnel. Another key requirement for this engagement, especially due to the requirement to use ELETE as the access technology, will be significant participation from the Sheriffs Department information technology personnel and their contractor, CDL Costs and Payment Schedule We are prepared to undertake the work outlined in the scope of work section at a cost of $220,000. This fee includes all travel and incidental costs for the project team. We propose a payment schedule as follows: Milestone 1 — Completion of Requirements Workshop $50,000 Milestone 2 - Publish Specifications and Framework RFP document $100,000 Milestone 3 - Publish Architecture Standards $50,000 Final Payment — RFP Evaluation Complete $20,000 As the duration of the procurement task is out of our control, we do not anticipate any holdbacks will be applicable on progress payments. 1] 0 We are not sure of the contracting vehicle that will be used for this project, but have attached a copy of our standard agreement to this scope of work. We can certainly use it, or it can be used for informational purposes as we compile a specific agreement. Conclusion Thank you again, for the opportunity to submit this revised scope of work. We look forward to participating in this exciting and important initiative with you. We would be pleased to discuss any aspects of this document or discuss any other ways that we can help. Sincerely, DELOITTE CONSULTING L.P. By: Deloitte Consulting (US) LLC • By: }telly Douglas, Principal Delonte Consulting L.P. C� Chief Bob McDonell August 19, 2002 Page 6 of 6 We are not sure of the contracting vehicle that will be used for this project, but have attached a copy of our standard agreement to this scope of work. We can certainly use it, or it can be used for informational purposes as we compile a specific agreement. Conclusion Thank you again, for the opportunity to submit this revised scope of work. We look forward to participating in this exciting and important initiative with you. We would be pleased to discuss any aspects of this document or discuss any other ways that we can help. Sincerely, DELOITTE CONSULTING L.P. By: Deloitte Consulting (US) LLC • By: }telly Douglas, Principal Delonte Consulting L.P. C� Deloitte Consulting Deloitte Consulting L.P. GENERAL BUSINESS TERMS 1. 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