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HomeMy WebLinkAbout10 - OCILJ Records Management & Case Management Data-Sharing ProjectCITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. to February 8, 2005 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Paul Henisey, Support Services Division Commander Bob McDonell, Chief of Police SUBJECT: APPROVAL OF CONTRACT WITH DELOITTE CONSULTING FOR THE ORANGE COUNTY INTEGRATED LAW AND JUSTICE PROJECT RECOMMENDATION: 1. Approve the attached contract with Deloitte Consulting in the amount of $220,000 from the ILJ UASI Grant Funds Account #7017- C1820802 for implementation services in connection with the Orange County Integrated Law and Justice ( OCILJ) Records Management/Case Management data - sharing project previously approved by Council on January 11, 2005. 2. Authorize the City Manager to sign the contract with Deloitte Consulting. 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. Deloitte Consulting has been a partner in the Integrated Law and Justice Project since its inception, following a competitive bidding process for consulting services. Deloitte assisted in the production of a detailed Strategic Plan on behalf of the OCILJ, which identified a number of initiatives required in order to bring about substantive improvement in the Criminal Justice System in this County. Recently, Deloitte developed the specifications and request for proposals, assisted in the evaluation of responses and participated in the selection of the vendor for the Data Sharing Project. The OCILJ Project Steering Committee approved the contract with Knowledge Contract Approval — Integrated Law & Justice Project February 8, 2005 Page 2 Computing Corporation on December 6, 2004, and the Newport Beach City Council awarded that contract on January 11, 2005. The Steering Committee has also recommended continuing the engagement with Deloitte Consulting, based upon the credibility they have displayed in the Strategic Planning process, the body of knowledge gained regarding the Orange County Criminal Justice System throughout their association with a variety of facets of the ILJ Project, and the quality work Deloitte has performed to date in the Data Sharing Project. The attached Deloitte contract will provide for required services necessary to now implement the Knowledge Computing "Coplink" data sharing system within the Orange County Criminal Justice System and will provide for management oversight of the project through to scheduled completion. The implications of this project are significant. While the Newport Beach Police Department has accepted responsibility for administering the overall ILJ project, consulting services for the Data Sharing Project are essential for such a complicated implementation. This proposed contract with Deloitte Consulting has been approved by the OCILJ Project Steering Committee at its meeting on January 31, 2005. This report requests authorization to proceed with the Deloitte Consulting contract in the amount of $220,000 funded from the Orange County ILJ UASI Grant Account #7017 - C1820802. Environmental Review: None required. Funding Availability: All funds required for this Project are Federal grant funds, authorized for expenditure under the Santa Ana /Anaheim UASI Grant Program. Prepared and Submitted by: / VC Paul Henisey, Ca Support Services Commander Attachment: Deloitte Contract Approved by' Bob McDonell CHIEF OF POLICE Deloitte. January 28, 2005 Chief Bob McDonell Chair Orange County Chiefs and Sheriffs Association c/o Newport Beach Police Department 870 Santa Barbara Drive Newport Beach, CA 92660 Deloitte Consulting LLP Suite 400 2868 Prospect Park Drive Rancho Cordova, CA 95670 -6065 USA Tel: (916)288 -3100 Fax: (916) 288 -3131 w - deloitte.com Subject: Proposal for Implementation Phase of RMS Information Sharing Project Dear Chief McDonell: We are very pleased to have had the opportunity to help the Orange County Integrated Law and Justice Working Group get to contract with Knowledge Computing Corporation for the implementation of the RMS Information Sharing Project. We think it is a strong solution that will provide immense value to Orange County from a general public safety perspective as well as a Homeland Security tool. We are also delighted that you have asked us to submit this proposal to provide follow on project management and oversight services during the project. This letter outlines our proposal for those services. This scope of services of this proposal consists of three components: 1. Oversight of the Knowledge Computing scope of work for the implementation of Phase 1 of the COPLINK implementation for Orange County Integrated Justice. 2. Planning and coordination of Phase 2 COPLINK implementations that are identified prior to Phase 1 Provisional Acceptance. 3. Follow -on statements of work for planning, coordination and implementation oversight of Phase 2 COPLINK implementations that occur after provisional acceptance of Phase 1. The proposal has a fixed price milestone based structure that covers the first two components. The third component will have a separate site based pricing structure for each work order. Component The Phase 1 project plan that has been proposed by Knowledge Computing calls for approximately 80 days from inception to the completion of testing and go -live of the system. Our proposal actually specifies a burn in period of 6 weeks following the go -live before final acceptance is granted. Realistically, any significant issues in the system will likely surface during the first few weeks of that Member of Deloitte Touche Tohmatsu Orange County Integrated Justice - Extension of RMS Information Sharing SOW November 18, 2004 Page 2 of 5 bum in period. As we will be in an oversight mode, specific activities are difficult to define in advance. Oversight activity during the first 30 days will be intense, with extensive site visits and issue resolution regarding data mapping and acquisition of the actual data, coordination of installation of hardware and other activities. Activity levels will continue to be high, we believe, for 16 weeks as we prepare for acceptance testing and closely monitor system performance during the initial weeks of operation. We believe (assuming no significant delays occur) we can complete the bulk of our work in 16 weeks. We will return for an additional week at the end of the bum in period and review the trouble logs and write a document that indicates whether final acceptance is recommended or if further activity is required prior to final acceptance. The primary resource on the project will continue to be Stephen Lee. Stephen will continue to be the primary contact and will be extensively involved throughout the project. He will be assisted by another Deloitte Consulting resource who will be assigned to the project full time for the three month implementation period and the first 2 to 3 weeks of the bum -in period. While it is not possible to completely define the activities required for an assignment of this nature, the following table describes the activities that are likely to be undertaken during the project. Week Activities Deliverables 1 Kickoff meeting Project handbook Finalize schedule and project processes and documentation Hardware site requirements Facilitate information collection 2 Biweekly status meeting Status Report Attend site survey meetings 3 Site survey meetings Requirements Validation Sessions Facilitate data structure collection 4 Review configuration documentation Status Report RMS Vendor coordination Biweekly status meeting Steering Committee Meeting 5 Inspect staging installation Hardware acceptance Work with KCC to acquire data extracts 6 Finalize data center requirements and Status Report schedule Develop test scenarios and scripts Biweekly status meeting 7 Review data designs and data mapping 8 Review training materials Status Report Installation site coordination Biweekly status meeting Steering Committee Meeting 9 Functional application testing in staging environment Orange County Integrated Justice - Extension of RMS Information Sharing SOW November 18, 2004 Page 3 of 5 10 Finalize test scenarios /scripts Status Report Witness hardware installation in permanent site Installation Acceptance Biweekly status meeting 11 Integration testing 12 Defect resolution Status Report Biweekly status meeting Steering Committee Meeting 13 User Acceptance Testing 14 Defect resolution Status Report Biweekly status meeting 15 Go Live! Performance monitoring 16 Performance Monitoring Status Report Biweekly status meeting 1 Steering Committee Meeting 17 Limited activity 18 Biweekly status meeting Status Report 19 Limited activity 20 Writes stem acceptance report Acceptance Report The schedule is, of course, dependent on KCC's performance. If they fall behind, we expect to stay very busy working to get them to completion as close to schedule as possible. We have based our costing on a full 16 week schedule. We will then ramp up at the end of the six week bum -in period to review fault logs and write the Acceptance Report. Component 2 The second component of the work is the identification of early Phase 2 sites and the planning associated with getting those sites ready for implementation. As part of the Phase I site visits we will discuss potential additional data sources that are present at the sites. During Phase 1 we will also meet (in person or by telephone) with each of the designated Phase 2 agencies and revisit the readiness of their systems for incorporation into the integration platform. A presentation will be made to the Steering Committee of the status and expected readiness dates for the phase 2 sites. The presentation will include recommendations regarding which sites should be integrated into the system immediately (either immediately after Phase 1 or in the later stages of Phase 1) and a statement of work will be prepared to Knowledge Computing to execute upon as the first part of Phase 2. Component 3 The third component of the work consists of readiness assessments of additional Phase 2 systems, the preparation of statements of work for the integration of those systems or additional infrastructure components and oversight of the integration of these additional systems and infrastructure. It is possible that the integration of additional systems can be accomplished into the RMS Data Sharing System without further involvement from an external consultant. Depending on how the Orange County Integrated Justice - Extension of RMS Information Sharing SOW November 18, 2004 Page 4 of 5 earlier implementations proceed and the status of the Integrated Law and Justice Working Group, it may be desirable to have Deloitte continue to provide planning and oversight services for the integration of further systems. The exact scope of services for each system is likely to vary to a degree. For the purposes of the proposal the work involved with the integration of each system is broken into a planning stage and an oversight stage. The planning stage includes a site visit to the agency housing the system to be integrated to discuss the integration process with the agency's personnel, confirm the readiness of the system for integration and compile (at a high level) the data contained in the system and any features that are expected to be of particular value or present issues to the integration project. The output of the planning stage is a statement of work suitable for Knowledge Computing Corporation to execute. The oversight stage commences with Knowledge Computing's site visit to the agency with the system to be integrated. Deloitte Consulting personnel will attend the site visit and then will review and provide feedback on the configuration / design document that is submitted by Knowledge Computing. Deloitte personnel will participate in the integration and acceptance testing of the integrated solution and provide a list of deficiencies should any be identified during the testing, Once deficiencies are cleared, Deloitte will prepare and issue a letter format acceptance report on the integrated system. Component 1 and 2 Pricing Our costs to complete the first two components of the work are $220,000 including expenses. Should the project fall behind schedule as a result of a change in scope or a KCC delay we will raise the expected delay as an issue as soon as practical and will attempt to work with you to adjust the workplan to accommodate the delay. If a no cost extension is not possible then we would expect to negotiate an additional statement of work to cover the extended period. Component 3 Pricing It is understood that the work described in component 3 may or may not be awarded to Deloitte Consulting. Assuming that both parties agree that Deloitte should undertake planning and oversight work associated with integration of additional Phase 2 sites then the following pricing table will apply. Milestone Amount 1 Configuration Document Review $50,000 2 Finalize Data Center Requirements and Schedule $50,000 3 Integration Testing Complete $50,000 4 Go Live $50,000 5 Acceptance Report $20,000 Should the project fall behind schedule as a result of a change in scope or a KCC delay we will raise the expected delay as an issue as soon as practical and will attempt to work with you to adjust the workplan to accommodate the delay. If a no cost extension is not possible then we would expect to negotiate an additional statement of work to cover the extended period. Component 3 Pricing It is understood that the work described in component 3 may or may not be awarded to Deloitte Consulting. Assuming that both parties agree that Deloitte should undertake planning and oversight work associated with integration of additional Phase 2 sites then the following pricing table will apply. Orange County Integrated Justice — Extension of RMS Information Sharing SOW November 18, 2004 Page 5 of 5 Efficiencies are expected if more than one system is being integrated during any given period. Therefore unit costs are discounted as the number of systems being integrated at the point in time increases. Number of Systems being integrated concurrent) Planning Costs per System Oversight Costs per System 1-2 $1500 $3500 3-4 $1200 $3000 More than 4 $1000 $2500 These costs are based on the assumption that additional systems are relatively uniform in the level of effort required to support planning and oversight of the integration. In the event that a system to be integrated is judged to require a significantly different level of services than those generally experienced during Phase l or the early stages of Phase 2 of the project then it is assumed that a specific price for the planning and oversight services associated with that statement of work will be negotiated. Conclusion We assume that our existing contract terms would be extended to cover this engagement. We hope that this proposal meets your needs. We think it is the best way to provide the oversight guidance and other support that is going to be needed to bring the project to a successful implementation. We look forward to continuing to work with you. Deloitte Consulting LLP By Robert Wetzel Principal Page 1 of 23 AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND DELOITTE CONSULTING LLP TO PROVIDE IMPLEMENTATION SERVICES FOR THE OCILJ RECORDS MANAGEMENT / CASE MANAGEMENT DATA SHARING PROJECT THIS CONTRACT is made and entered into this _ day of February 2005 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 (OCILJ), 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. A Strategic Plan for implementation of the project phases is in place, and funding is provided through federal grants. DC provides consultant services on the OCILJ Project. D. Effective March 9, 2004, the City was designated as the lead agency and grant administrator for the monies allocated by the federal government pursuant to a COPS MORE grant for the OCILJ Project. These grant monies are held by City on behalf of the OCILJ Steering Committee. The OCILJ Steering Committee, chaired by Chief of Police Bob McDonell of Newport Beach, makes decisions on how these funds are distributed. E. A critical phase of the OCILJ Project involved the development of a technical and operational solution to enable the Justice agencies in the County to share information with each other from their records management systems and related databases, and to provide a set of tools that can be used to analyze the data in those systems across jurisdictional boundaries. DC assisted the OCILJ Committee obtain a vendor, Knowledge Computing Corporation, to design and provide a Records Management/Case Management (RMS /CMS) data sharing system. CITY desires to hire DC to provide ongoing implementation and management oversight services in connection with the incorporation of police and criminal justice systems into the infrastructure of the RMS /CMS Data Sharing System developed by Knowledge Computing Corporation. F. The services to be provided by DC under this CONTRACT are described in the Scope of Work attached hereto as Attachment A (entitled "Proposal for Implementation Phase of RMS Information Sharing Project" dated January 28, 2005). There are three components to the implementation and management oversight services: 1. Component 1 of the work involves the installation, establishment and operational testing and analysis of the system among the primary test agencies and RMS systems of the Orange County Superior Courts, Newport Beach, Irvine, Garden Grove and Brea Police Page 2 of 23 Departments, and the new release of the RMS System being implemented to serve the West Covina Consortium, consisting of Cypress, Seal Beach and other Orange County agencies that elect to be served by the Consortium, and the Orange County Sheriff's Department's RMS and LARS (Local Arrest Records System,) including their Mug -shot database. 2. Component 2 involves assessing the readiness of the approximately 17 additional remaining police RMS systems throughout the County and portions of the District Attorney and Probation Department's CMS systems to be incorporated into the infrastructure of the Data Solution System, and the planning associated with getting those sites ready for implementation. 3. Component 3 consists of readiness assessments of the systems not ready for implementation during Component 2, the preparation of statements of work for the integration of those systems or additional infrastructure components and oversight of the integration of these additional systems. G. The funds currently allocated under the COPS Office grant are insufficient to implement the entire OCILJ Project and complete the RMS /CMS Information Sharing Project phase. Santa Ana and Anaheim have received a grant entitled "FY04 Urban Area Security Initiative" (UASI grant) from the Federal Department of Homeland Security, Office of Domestic Preparedness, through the State of California, Office of Homeland Security, to enhance Countywide emergency preparedness. H. The OCILJ Project, especially the portion related to data sharing among agencies within the County, will substantially enhance homeland security by significantly improving the accessibility and speed of transfer of criminal justice and suspect data between the justice agencies within the County, thus improving investigative abilities and reducing the potential for terrorism or terrorists to go undetected. Consequently, the Santa Ana and Anaheim Urban Areas will fund through the FY2004 UASI grant a substantial portion of the project that enables data and information sharing, as well as the data analysis and intelligence tools in support of homeland security objectives. I. CITY, as grant administrator for the OCILJ, has reviewed the previous experience and evaluated the expertise of DC, and desires to retain DC to render professional management oversight and implementation services for the Project, under the terms and conditions set forth in this Agreement. The total cost to complete the work for Component 1 and 2 is $220,000.00. If the contract is extended per mutual agreement to include Component 3 services, payment shall be by site per the terms in Attachment A (Scope of Work.) 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: 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. Page 3 of 23 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: 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 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 Delivery: 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 January 28, 2005, 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. F. Acceptance /Payment: 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 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. Page 4 of 23 G. Warranty: (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. Patent/CopyriAt Materials /Proprietary 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. I. Assignment or Sub - Contracting: The 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 Page 5 of 23 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. IC 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. M. 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 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. Page 6 of 23 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 /Services 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. I ndemni6cation/Insurance: (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 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. Page 7 of 23 (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/Prouert)- 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 Commercial 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: 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 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. Page 8 of 23 iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. V. 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 $1,000,000 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. Changes: 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. Page 9 of 23 S. Chan¢e 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 Maieure: 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 perfonnance 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. ConfidentialitV: 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, agents 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: 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 under this CONTRACT. Page 10 of 23 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: (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, Page 11 of 23 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. JJ. 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 The term of this Agreement shall commence on the _ day of February 2005, for service under Components 1 and 2 as described in Attachment A (Scope of Work), and shall terminate on the 30TH day of November 2005, unless terminated earlier as set forth herein. Per the terms in Attachment A (Scope of Work), the term of this Agreement may be extended for Component 3 services. The term shall begin upon the successful completion and final acceptance by City of services performed under Components 1 and 2, and shall continue for a period of five years thereafter, unless terminated earlier as set forth herein. Page 12 of 23 2. Scope of Contract 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 (Letter Proposal entitled "Proposal for Implementation Phase of RMS Information Sharing Project" dated January 28, 2005 from DC to Chief Bob McDonell), which is 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 is incorporated herein by this reference as part of this CONTRACT. This CONTRACT, including Attachment A ( "Scope of Work "), 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. Page 13 of 23 7. Proiect Manager, CITY 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. CITY appoints Captain Paul Henisey as Project Manager. 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. Page 14 of 23 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 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 A 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 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 of 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 Page 15 of 23 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 fumished 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 CITY and participants in the 1LJ 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 CITY'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 Work 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. Confidentiality 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 the Services under this CONTRACT. The terms of this CONTRACT shall also be considered Confidential Information. 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 information 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 Contingent 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. Page 16 of 23 For breach or violation of this warranty, CITY shall have the right to terminate this CONTRACT in accordance with the termination article and, at its sole discretion, to deduct from DC's fees, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee from the DC. 19. Termination - Convenience of the CITY 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. Page 17 of 23 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. 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 A 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 B. 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. Page 18 of 23 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. CITY 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. Security- 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. Page 19 of 23 23. Payment Terms Invoices for professional fees in the amounts set forth in Attachment A attached hereto are to be submitted upon acceptance of the Deliverable applicable to the amount of professional fees set forth in Attachment A hereto to the CITY's Project Manager, unless otherwise directed in this CONTRACT. DC shall reference 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. Billing 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: Office of the City Attorney for the City of Newport Beach ATTEST: CITY OF NEWPORT BEACH, A Municipal Corporation By: Homer Bludau, City Manager CONSULTANT: Deloitte Consulting LLP By: By: LaVonne Harkless Name: City Clerk Principal Page 20 of 23 ATTACHMENT "A" SCOPE OF WORK January 28, 2005 Chief Bob McDonell Chair Orange County Chiefs and Sheriffs Association c/o Newport Beach Police Department 870 Santa Barbara Drive Newport Beach, CA 92660 Subject: Proposal for Implementation Phase of RMS Information Sharing Project Dear Chief McDonell: We are very pleased to have had the opportunity to help the Orange County Integrated Law and Justice Working Group get to contract with Knowledge Computing Corporation for the implementation of the RMS Information Sharing Project. We think it is a strong solution that will provide immense value to Orange County from a general public safety perspective as well as a Homeland Security tool. We are also delighted that you have asked us to submit this proposal to provide follow on project management and oversight services during the project. This letter outlines our proposal for those services. This scope of services of this proposal consists of three components: 1. Oversight of the Knowledge Computing scope of work for the implementation of Phase 1 of the COPLINK implementation for Orange County Integrated Justice. 2. Planning and coordination of Phase 2 COPLINK implementations that are identified prior to Phase 1 Provisional Acceptance. 3. Follow -on statements of work for planning, coordination and implementation oversight of Phase 2 COPLINK implementations that occur after provisional acceptance of Phase 1. The proposal has a fixed price milestone based structure that covers the first two components. The third component will have a separate site based pricing structure for each work order. Component 1 The Phase 1 project plan that has been proposed by Knowledge Computing calls for approximately 80 days from inception to the completion of testing and go -live of the system. Our proposal actually specifies a bum in period of 6 weeks following the go -live before final acceptance is granted. Realistically, any significant issues in the system will likely surface during the first few weeks of that bum in period. As we will be in an oversight mode, specific activities are difficult to define in advance. Oversight activity during the first 30 days will be intense, with extensive site visits and issue resolution regarding data mapping and acquisition of the actual data, coordination of installation of hardware and other activities. Activity levels will continue to be high, we believe, for 16 weeks as we prepare for acceptance testing and closely monitor system performance during the initial weeks of operation. We believe (assuming no significant delays occur) we can complete the bulk of our work in 16 weeks. We will return for an additional week at the end of the bum in period and review the trouble logs and write a document that indicates whether final acceptance is recommended or if further activity is required prior to final acceptance. The primary resource on the project will continue to be Stephen Lee. Stephen will continue to be the primary contact and will be extensively involved throughout the project. He will be assisted by another Deloitte Consulting resource who will be assigned to the project full time for the three -month implementation period and the first 2 to 3 weeks of the burn -in period. While it is not possible to completely define the activities required for an assignment of this nature, the following table describes the activities that are likely to be undertaken during the project. Page 21 of 23 Week Activities Deliverables 1 Kickoff meeting Project handbook Finalize schedule and project processes and documentation Hardware site requirements Facilitate information collection 2 Biweekly status meeting Status Report Attend site survey meetings 3 Site survey meetings Requirements Validation Sessions Facilitate data structure collection 4 Review configuration documentation Status Report RMS Vendor coordination Biweekly status meeting Steering Committee Meeting 5 Inspect staging installation Hardware acceptance 4 Work with KCC to acquire data extracts 6 Finalize data center requirements and Status Report schedule Develop test scenarios and scripts Biweekly status meeting 7 Review data designs and data mapping 8 Review training materials Status Report Installation site coordination Biweekly status meeting Steering Committee Meeting 9 Functional application testing in staging environment 10 Finalize test scenarios /scripts Status Report Witness hardware installation in permanent site Installation Acceptance Biweekly status meeting 11 Integration testing 12 Defect resolution Status Report Biweekly status meeting Steering Committee Meeting 13 User Acceptance Testin 14 Defect resolution Status Report Biweekly status meeting 15 Go Live! Performance monitoring 16 Performance Monitoring Status Report Biweekly status meeting Steering Committee Meeting 17 Limited activity 18 Biweekly status meeting Status Report 19 Limited activity 20 Writes stem acceptance report Acceptance Report The schedule is, of course, dependent on KCC's performance. If they fall behind, we expect to stay very busy working to get them to completion as close to schedule as possible. We have based our costing on a full 16 -week schedule. We will then ram up at the end of the six -week bum -in period to review fault logs and write the Acceptance Report. Component 2 The second component of the work is the identification of early Phase 2 sites and the planning associated with getting those sites ready for implementation. As part of the Phase 1 site visits we will discuss potential additional data sources that are present at the Page 22 of 23 sites. During Phase 1 we will also meet (in person or by telephone) with each of the designated Phase 2 agencies and revisit the readiness of their systems for incorporation into the integration platform. A presentation will be made to the Steering Committee of the status and expected readiness dates for the phase 2 sites. The presentation will include recommendations regarding which sites should be integrated into the system immediately (either immediately after Phase 1 or in the later stages of Phase 1) and a statement of work will be prepared to Knowledge Computing to execute upon as the first part of Phase 2. Component 3 The third component of the work consists of readiness assessments of additional Phase 2 systems, the preparation of statements of work for the integration of those systems or additional infrastructure components and oversight of the integration of these additional systems and infrastructure. It is possible that the integration of additional systems can be accomplished into the RMS Data Sharing System without further involvement from an external consultant. Depending on how the earlier implementations proceed and the status of the Integrated Law and Justice Working Group, it may be desirable to have Deloitte continue to provide planning and oversight services for the integration of further systems. The exact scope of services for each system is likely to vary to a degree. For the purposes of the proposal the work involved with the integration of each system is broken into a planning stage and an oversight stage. The planning stage includes a site visit to the agency housing the system to be integrated to discuss the integration process with the agency's personnel, confirm the readiness of the system for integration and compile (at a high level) the data contained in the system and any features that are expected to be of particular value or present issues to the integration project. The output of the planning stage is a statement of work suitable for Knowledge Computing Corporation to execute. The oversight stage commences with Knowledge Comp ring's site visit to the agency with the system to be integrated. Deloitte Consulting personnel will attend the site visit and then will review and provide feedback on the configuration / design document that is submitted by Knowledge Computing. Deloitte personnel will participate in the integration and acceptance testing of the integrated solution and provide a list of deficiencies should any be identified during the testing. Once deficiencies are cleared, Deloitte will prepare and issue a letter format acceptance report on the integrated system. Component 1 and 2 Pricing Our costs to complete the first two components of the work are $220,000 including expenses. Should the project fall behind schedule as a result of a change in scope or a KCC delay we will raise the expected delay as an issue as soon as practical and will attempt to work with you to adjust the workplan to accommodate the delay. If a no cost extension is not possible then we would expect to negotiate an additional statement of work to cover the extended period. Component 3 Pricing It is understood that the work described in component 3 may or may not be awarded to Deloitte Consulting. Assuming that both parties agree that Deloitte should undertake planning and oversight work associated with integration of additional Phase 2 sites then the following pricing table will apply. Efficiencies are expected if more than one system is being integrated during any given period. Therefore unit costs are discounted as the number of systems being integrated at the point in time increases. Milestone Amount 1 Configuration Document Review $50,000 2 Finalize Data Center Requirements and Schedule $50,000 3 Integration Testing Complete $50,000 4 Go Live $50,000 5 Acceptance Report $20,000 Should the project fall behind schedule as a result of a change in scope or a KCC delay we will raise the expected delay as an issue as soon as practical and will attempt to work with you to adjust the workplan to accommodate the delay. If a no cost extension is not possible then we would expect to negotiate an additional statement of work to cover the extended period. Component 3 Pricing It is understood that the work described in component 3 may or may not be awarded to Deloitte Consulting. Assuming that both parties agree that Deloitte should undertake planning and oversight work associated with integration of additional Phase 2 sites then the following pricing table will apply. Efficiencies are expected if more than one system is being integrated during any given period. Therefore unit costs are discounted as the number of systems being integrated at the point in time increases. Page 23 of 23 Number of Systems being integrated concurrently Planning Costs per System Oversight Costs per System 1 -2 $1500 $3500 3-4 $1200 $3000 More than 4 $1000 $2500 These costs are based on the assumption that additional systems are relatively uniform in the level of effort required to support planning and oversight of the integration. In the event that a system to be integrated is judged to require a significantly different level of services than those generally experienced during Phase 1 or the early stages of Phase 2 of the project then it is assumed that a specific price for the planning and oversight services associated with that statement of work will be negotiated. Conclusion We assume that our existing contract terms would be extended to cover this engagement. We hope that this proposal meets your needs. We think it is the best way to provide the oversight guidance and other support that is going to be needed to bring the project to a successful implementation. We look forward to continuing to work with you. Deloitte Consulting LLP By Robert Wetzel Principal