HomeMy WebLinkAboutC-4224 - PSA to Upgrade the Newport Beach Police Department CAD CLETS InterfaceC-3-10
PROFESSIONAL SERVICES AGREEMENT WITH
NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC,
TO UPGRADE THE NEWPORT BEACH POLICE DEPARTMENT'S
CAD CLETS INTERFACE
T141S AGREEMENT is made and entered into as of this rday of Jun6„ 2199, by 4,Wd
between the CITY OF NEWPORT BEACH. a Municipal Corporation ("City"), and
NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC., I D0,4,«<r<a
corporation whose address is 15010 Conference Center Drive, Ch intilly Virmfla.
20951 ("Consultant"), and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing un0or 0-,-
of
eof the State of California with the power to carry on its husin•>F:s is it is TIO,V beirn"
conducted under the statutes of the State of California and the Charter of rity,
B. City is planning to upgrade its CAD California Law Enfi,runn iif
Telecommunication System ("CLETS') Interface to th-
Department of Justice ('DOJ') required data encryption between thf, Oran jc
County Sheriff's Department and the Newport Beach Pulice Dopartmv nt.
C. City desires to engage Consultant to replace the current Altaris"I bi-sync 0C:AFS
interface with a TCP/IP interface at the Newport Beach Police Ste-ition (fly',
"Project").
D. Consultant possesses the skill, experience, ability, background, certifif�ation -nd
knowledge to provide the services described in this Agreement.
E. The principal member of Consultant for purposes of Project shall be LeRoy
Butenhoff.
City has solicited and received a proposal from Consultant, has rt vie. ,,f d the;
previous experience and evaluated the expertise of Consultant, and dr-ii,fu
retain ConsUitatt to render professional services under the: b=mos arvi uonditiowr
set forth in this Agreement.
NOW, THEREFORE, it is mutually agrr;ed by and between the undersclnc�; part w, as
follows_
mmoa ii
The term of this Agreement shall commence on the above written datF,, sand shrill
temainate on the 31st clay of August 2008, unless terminated earhei as ,(. forth
herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the S -.)J)6 of
Services attached hereto as Exhibit A and incorporated herein by referurv'�. The
City may t-lect to delete certain tasks of the Scope of Sorvicca,'' its S, if,
discretion.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agt-tOuient and
the services shall be performed to completion in a diligent and timfly manticr.
The failure by Consultant to perform the services in a diligent and timely manne=r
may result in termination of this Agreemont by City.
Notwithstanding the foregoing, Consultant ,;hall not be respow;ible, for del-,, du(:
to causos beyond Consultant's reasonable control. However, in the caf;(, of � ' uy
such delay in the services to he provided for the Project, ouch party herehy
agrees to provide notice to the other party so that all delays c,�in be adclrf,aq-'ed.
3.1 Consultant shall submit all requests for extensions of time for perfonnlnflrl
in writing to the Project Administrator not later than ten (10) mflont;ril day'.-,
after the start of the condition that purportedly t.fiuscs a delay. Dik",
Project Administrator shall review all Such requests and may ul,int
reasonable time extensions for unforeseeable delays that are beyond
Consultant's control,
12 For all time periods not specifically set forth herein, CunsLjltant shalt
respond in the most expedient and appropriate rualluOr under the
circumstances, either by telephone, fax, email, hand-deliv-ry or regular
mail.
4. COMPENSATION TO CONSULTANT
City shall pay Consultant Forty -Nine Thousand, Eight Hundred Fifty Four
Dollars and no/100 ($49,854.00) for the products and services to bc pluvidPd
hereunder, plus applicable sales tax. Payment shall be made in accordancf, ,,Mh
the provisions of this Section and the Payment Schedule attached lit-1,AU
Exhibit B and incorporated herein by reference. No compensation changes shall
be made during the term of this Agreement vvithnr.rt tho prior written appro�'al of
City.
4.1 Prior to each scheduled progress payment. Consultant shall
invoices to City describing the work perfonned. Consultant's
shall include the name of the person who performed lhe, \,oik«i bliof
description of the services performed and/or the specific task in thil
of Services to which it relates, the date th�, servicer wf-ru pf,rfoiined, th,,!
Northrop Grumman Information Technolog',,�,
Page 2
number of hours spent on all work billed on an hourly basis, and n
description of any reimbursable expendituroe,. City shall ply Con-,ultnnt
no latr>r than thirty (30) days after approval of the invoice try City SLIff,
4.2 City shall reimburse Consultant only for those cost,, r r
specifically approved in this Agreement, or specifically approved in wi, fimn
in advance by City. Unless otherwise approved, ,uch h,
limited and include nothing more than the followinrl ro:>t-, by
Consultant:
A. The actunf costs of sub consultants for performance of any of th;_
services that Consultant agrees to render purSLOrlt to tmir>
Agreement, which have been approved in advance by City and
awarded in accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and/or other costs andfor paymeW,.; spr�cificall;
authorized in advance in writing and incurred by Consult int in tht�
performance of this Agreement.
4.3 Consultant shall not receive any compensation for Extra Work without time
prior wriiten authorization of City. As used herein, "Extra VVirk" ni,7ans
any work that is determined by City to be necessary for the proper
completion of the Project, but which is not included within the Scope of
Services and which the parties did not reasonably anticipate would be -
necessary at the execution of this Agreement,
5, PROJECT MANAGER
Consultant shall designate a Project Manager, who shall coordinatra nil , th r =ns of
the Project. This Project Manager shelf be available to City at all rt>asontmblc tin,*>s
during the Agreement term. Consultant has designated LeRoy Butenhoff to b,,<, its
Project Manager. Consultant shall not remove or reassign the Project 01
assign any new or replacement personnel to the Project without the prior written
consent of City. City's approval shall riot be unreasonably withheld with r= --j ---t ,o
the removal or assignment of non -key personnel.
Consultant, at time sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of services upon written request of City.
Consultant warrants that it will continuously furnish the necessary persor)[10 to
complete the Project on a timely basis as contemplated by this Agreement.
Northrop Gruraman Information Technology, Inc.
Page 3 __ _ _
ADMINISTRATION
This Agreement will be administered by the Newport Beach Police Department
Lieutenant Bill Hartford shall be the Project Administrator and shnil lb,l%r, thy;
authority to act for City under this Agreement. The Project Adminisirsitor or hi -her
authorized representative shall represent City in all mattui^ Irertakii1nri t,a €1w
services to bei rendered pursuant to this Agreement.
7, CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agrerarn l it,
City agrees to, where applicable:
A. Provide access to, and upon request of Consultant, one -op; of all
existing relevant information on file at City. City v"'41 ptnvi(k- -Ill such
materials in a timely manner so as not to cause drlaya; in Consult' -,int
work: schedule.
8. STANDARD OF CARE
8.1 All of the services shall be performed by Consultant or under Conr;ralt€��!�t's
supervision. Consultant represents that it possesses the prof-ssinnal and
technical personnel required to perform the services required by thaa>
Agreement, and that it will perform all services in a manner eommensur�ate
with community professional standards. All services shall be performed
by qualified and experienced personnel who are not employed by City, nor
have any contractual relationship with City.
8.2 Consultant represents and warrants to City that it has or shall obtain c ll
licenses, permits, qualifications, insurance and approva's of whatsoever
nature that are legally required of Consultant to practice its hiofs>ssion.
Consultant further represents and warrants to City that Consultant sh 311, tit
its sole cost and expense, ke+sp in effect or obtain at all times du9ng tlra
term of this Agreement, any and all licenses, permit_ insuranU,snr c,ther
approvals that are legally required of Consultant to practice iU, pcorn" 110011.
Consultant shall maintain a City of Newport Beach business liccns�; dwinst
the term of this Agreement.
8.3 Consultant shall not be responsible for delay, nor shall Consultant h -
responsible for damages or be in default or deemed to by in d,af.3(14 I),
reanaon of strikes, lockouts, accidents, or acts of God, or the failure of ( JIy
to furnish timely information or to approve or disapprove Consultant <a work
promptly, or delay or faulty performance by City. Con,,nitants, or
governmental agencies.
Grumman Information TechnoloqVr. Inc.
HOLD HARMLESS
To the fullest extent permitted by law; Consultant shall indemnify/. d fe nd :incl
hold harmless City, its City Council, boards and commissions, offirors, 1(3' Itc
and employees (collectively, the "Indemnified Parties) from and against any anti
ail claims (including, without limitation, claims for bodily injury, death or darn,ig-
to property), domands, obligations, damages, actions, causes of a, -tion, suits,
losses, judgments, fines, penalties, liabilities, costs and pe:nse; tincG!dmca.
without limitation, attorney's fees, disbursements and court costs) of e vary fjwr
and nature whatsoever (individually, a Claim; collectively, "claims`), which may
arise from or in any manner relate (directly or indirectly) to any vvork nectlicrently
performed or services provided under this Agreement (including, vaithout
limiiation, defects in workmanship or materials and/or design defects [if the
design originated with Consultant)) or Consultant's presence or activities
conducted on the Project (including the negligent and,"or willful acts, +,rrors and'or
omissions of Consultant, its principals, officers, agents, employees, Consultanf's
suppliers, Consultant's sub consultants, anyone employed directly or indimotly by
any of them or for whose acts they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed tj rerr-ilii,
Consultant to indemnify the Indemnified Parties from any Claim arj-,jn!i fi'om Jie
active negligence or willful misconduct of the Indemnified Parties. Nothing in fir
indemnity shall be construed as authorizing any award of attonaey'� fi,< in Amy
action on or to enforce the terms of this Agreement. This indemnity shall appIv t,>
all claims and liability regardless of whether any insurance, polic,�,s ,are:
applicable. The policy limits do not act as a limitatinn upon the amount of
indemnification to be provided by the Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor b.ir;is <ind
Consultant is not an agent or employer, of City. The marm(ir nd rnu, ns of
conducting the work are under the control of Consultant, except to t1w extent they
are limited by statute, rule or regulation and the expressed terms of this Agirsemnr..
Nothing in this Agreement shall be deemed to constitute approval for Consultant or
any of Consultant's employees or agents, to be the agents or employe=as =.)f 171ty.
Consultant shall have the responsibility for and control over the means of
performing the work, provided that Consultant is in compliance with the terms of
this Agreement. Anything in this Agreement that may appear to give City the right
to direct Consultant as to the details of the performance or to exercise a measure of
control over Consultant shall mean only that Consultant sh all follow the dc,sir of
City with respect to the results of the services,
Northrop Grumman Information Technology. Inc.
Page 5
11, COOPERATION
Consultant agrees to work closely and cooperate fully with City's dcsignotr-o Prcmjnct
Administrator and any other agancies that may have jurisdiction or intnrw,I in the
work to be performed. City agrees to cooperate witlm the; Consultant on !hc, Proicct.
12, CITY POLICY
Consultant shall discuss and review all matters relating to policy unci rruj' cd
direction with City's Project Administrator in advamcc: of all ritical JraCision points
in order to ensure. the Project proceeds in a manner consistent %vith City lords
and policies,
13. PROGRESS
Consultant is responsible for keeping the Project Administrator andlni hi.=,iht:>r
duly authorized designee informed on a regular hasis regnrdinri ttv, st:mtus ,:end
progress of the Project. activitics performed and planned, and any n'ic tincts th ori
have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to corrmmerlr e-lp�tnt
of work, Consultant shall obtain, provide and maintain at its own expenw during
the term of this Agreement, a policy or policies of liability insurance of tom€> tyix,
and amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Consultant shall provide certific t'es; of
insurance with original endorsements to City as evidence of the insuran- ,>
coverago required herein. Insuranco cer€ific alias ramnst be apluo% si by
City's Risk Manager prior to eommoncernent of performance 01 -
of
f of any permit. Current certification of insurancr� >hall h() k+:pt on hie with
City at all times during thc� term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C, Acre}mtahle Insure{ -s. All insurance policies shall be h ;an
insurance company currently authorized by the Insuranere Comrni asFoner
to transact business of insurance in the State of California. v ith an
assigned policyholders' Rating of A (or higher) and Financial Si um
Category Class VII (or larger) in accordance with the latast edition or
Best's Key Rating Guide, unless otherwise approved by the Cit,'r Risk
Manager.
Northrop Grumman Informati=)n Technology Inc,
Page 6 _
D
Coverarye Reouir rnfeni.;.
_Workers',., Com ensation,-,ove, rade Cons T,ant shall rnai ,t.fin
Workers' Compensation Insurance and Emplfl ¢.,r',; (_iabi:ar
lsurance for his or her employees in accordance with the r�;rs ref
the State of California. In addition, Consultant Ji fl �.ti.iire r= rch
sub Consultant to similarly maintain Workers' i''umpow,rftwn
Insurance Land Employer':. Liability Insurance in accu ;lance wit[
the laws of the State of California forr all of the sub Con x taoafs
employees. Any notice of cancellation or non-rene,,%-il at .dl
Workers' Compensation policies must be rec,rrvec !)y City �,t ;c Fr,'
thirty (30) calendar days prior to such change. The insurer shnli
agree to waive all rights of subrogation against City, its otiir.r rs,
agents. employees and volunteers for losses arising frnm avl~u;
performed by Consultant for City.
General LiaLitit� _Cavaaraq . Consriltant shall maintain ;uw ff so iV
genual liability insurance in an amount not le -,=s th,-w one million
dollars ($1,000,000) per occurrence for bodily injury, pAr ,O rrl
injury, and propoity damage, irwciuding without limi ctiun.
contractual liability. if commercial general liability insur.fnce rfr
other form with a general aggregate limit is used, either the (1( rwr al
aggregate limit shall apply separately to the work to be perform+.gid
under this Agreement, or the general aggregate limit shall be nt
least twice the required occur€ ance limit.
it. Automobile Liability Goverage. Consultant shall maintain
automobile insuranco covering bodily injury and prepert% danviri(=
for all activities of the Consultant arising out of or in connection will)
work to be performed under this Agre�mont, including i,nvrnigo floc
any owned, hired, non -owned or rented verhiclrr�, in an amcxurIt ')ut
les than one million dollars (S1,U00,000) conrbrned :;rn,fh limit for
each occunence�.
iv. Professional Errors and Omissions harsur<ance. Con urorlt s11_1I1
maintain professional errors and omi.;sions in>urance, which coves
the services to be performed in conn;action with this in
the minimurn amount of one million dollars (51,000 000).
rnr>pcsprncwnts. Each general liability and automobile lirabilih in-:ur;=nrre
policy shall be endorsed with the following specific language.:
The City, its elected or appointees officers, officials. ��mlflu,a�r;ss.
agents and volunteers are to bet covered as additional vrith
respect to liability arising out of work performed by or on buhcalf of
the Consultant.
Northrop Grurnman Information Technology, Inc.
Page 7
iL This policy shall be considerod primary insur,mc., as I,
City, its elected or appointed officors, affi( 'als, emplop,,.
and volunteers as respects to all cloinrF, tosses. or Libility
directly or indirectly frorn the Consultant's uperjticfis .)r 4,1Z
provided to City. Any insurance maintainc,"I by tJity, in-ludinj =1c,
self-insured retention City may have, shall he r-,on-kdered e -,e -is
insurance only and not contributory 'with the in .uran ,r; prrrridrxs
hereunder.
iii. This insurance shall act for each insured and additional instw ri
though a separate policy had been written for each, f,,xr.-pt V01h
respect to the limits of liability of the insui inq company,
iv. The insurer waives all rights Of subrogation afrainst Citv, it,, -J,-,ctcr1
or appointed officers, officials, employees, agents and volunter—s
V. Any failure to comply with reporting pro0;Uis of the policies ah.,ll
not affect coverage proviclod to City, its elected or appokitod
officers, officials, cniployees, agents or vulunt(aers.
VL The insurance provided by this policy shall nor br: sushc:nd d,
voided, canceled, or reduced in COVIU'Fage or In limits, by either potty
except after thirty (30) calendar days written noticr, hal, been
received by City,
F. TimelyNotice
- of C!,iinis. Consultant shall give City prompt and tinit-,ly
_
notice R —claim made or suit instituted arising out of or re,-,t!Ifin,J =i -cm
Consultant's performance ut icl�r this Agreement.
G Additional 1m;uiance. Consultant shall al,.,,o procure nrid fiainUlin, I h, -
own cc*4 and expense, any additional hinds of insuran,:(,, which In its evfl
judgment may be necessary for itta proper protection and pm,;Pctytiull of
the work.
15, PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to 1 -
provided under this Agreement shall not be assigned, tr--insferrcd, (iontracti d o;,
subcontracted Out without the prior written approval of City. Any of 'he following
shall be construed as an assignment: The sale, assignment, transfer or ,)th(,,r
disposition of any of the issued and outstanding capital clock of Consultant, or of
the inrerest of any general partner or joint venture or syndicate menil,er or
cotenant if Consultant is a partnership orjoint-venture or Fyndicotr. or (n trnewt;y,
which Shall result in changing the control of Consultant. Control rr)ams fifty
Grumman Information Technology, Inc.
percent (50 1) or more of the voting power, or twerrty fv,s pair mu fit (25°0 or nuoIf,
of the asrtets of the corporation, partnership or hint -venture
16. SUBCONTRACTING
The pattio,3 rt,coynir..e that as substantial inducement t0 City far arrtenntt into ihic
Agreement is the professional reputation, experience and cornpr:tcnce, of
Consultant. Assignments of any or all rights, duties or obligationm r:mf tiu:
Consultant under this Agreement will be permitted only with the exl suss vrilt.:n
consent of City. Consultant shall not subcontract any portion of (lie a°:ork to ilx'
performed under this Agreement without the prior written autlsarizatian rix Cat -
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, riocum nt and othc^r .ariUrwl
produced (horcinafter 'Document,,:'). prepared or cau er.! to be h,1
Consultant. rte officers, employees, agents and subcontro for z, in tht, wussr of
implementing this Agreement. shall become the c�xJusivre propr,rty of City, rrr_i
Cityshall have the sale right to use such rnater'ials in its discretion-Aithout 4r th-r
corrinemlation to Consultant or any other party, Consultant shall, at om,ult=;nt's>
expense, provide such Documents to City upon prior written request.
Documents, including drawings and specifications, prepared by Con:>ultant
pursuant to this Agreement are not intended or represented to bl,' for
reuse by City or others on any other project. Any use of compl_:te6 f)ncumfmts
for other projects and any use of incomplete Documents without sp "'ifiC Wf ittl n
ai,rthorization from Consultant will be at City's sole resk and without liaibilit tr)
Consultant. Further, any and all liability arising out of Chang •s W..ade to
Consultant's deliv�:rnbles under this Agreement by City or persons otlwl thorn
Consultant is waived against Consultant and City ass!.nmaes full iespoHi ihilit4/ [A
such changes unless City has given Consultant prior nutsu^ and ha.5 r:^,;eiv rri
frorn Consultant writtran consent for such changes.
All Documents, including drafts, preliminary drawings or plans, not!-,-, and
communications that result from the services in this Agrcemr�nt. -;troll hn kept
confidential unless City authorizes in writing thu release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
Tho Consultant shalt ciefund and indemnify City, its agents, offirere, represents:mti.—,
and employoes against any and all liability, including costs, for infringe nil -w, of any
United States' letters patent, trademark, or copyright infringennent, inclr.ding coats,
contained in the software and/or other deliverables to tre providctl und,ur ttrr:,
Agreement.
Northrop Grumman Information ., echnology, Inc.
Page
9
20. WARRANTY
A. General Warranty: (consultant hereby represents and warr,nt.. for +hr
benefit of City that, for a period of thirty days front "!ie )f fill d
occi.ptance, all software and e9uipnae^nt p+rrchased and installed l,nd� r
this Agreement shall be free of material defects tend shall function in
conformance with its published documentation and other specificati m>.
21. RECORDS
Consultant shall keep records and invoices in connection with the v.or; [r> I r>
performed under this Agreement. Consultant shall maintain comptete nrid jrccurate
records with respect to the costs incurred under this Agreement anti any ,ervir;e
expenditures and disbursements charged to City, for a rninimurn period of this ;_ 13)
years, or for any longer period required by law, from the date of final paymnn` to>
Consultant under this Agreement, All such iecords and invrncec sh +II he (,(,ally
identifiable. Consultant shall allow a representative of City to examine. audit .Ind
make transcripts or copier: of such records and invoices during requi ar butiin(, ;
hours. Consultant shall allow inspection of all work, data, Documents, pr((r< `„hitt)
and activities related to the Agreement for a period of three (3) years from the (late
of final payment to Consultant under this Agreement.
22. WITHHOLDINGS
City may withhold payment to Consultant of any disputed surfs until satisfaction
of the dispute with respect to such payment Such withhnldin<i shall not be
deemed to constitute a failure to pay according to the terms of thks Agr ,(,mr,nt
Consultant shall not discontinue work as a result of such withholding. Consultant
shall have an immediate right to appeal to the City Managi:r or hi>lhor r, ;it+.r,r.
with respect to such disputed sums. Consultant shall be entitled to
interest on any withheld suras at the rate of return that City (,,rued on its
investments duting the time period, frorn the date of withhr�iding of (airy ;wi untr;
found to have beon improperly withhold.
23. ERRORS AND OMISSIONS
Ili the event of errors or omissions that are due to the negligence or profe:,sional
inexperience of Consultant which result in expense to City greener thmi ,,vh<'rt
would have resulted if there were not errors or omissions in the :�eoik
accomplished by Consultant, the additional design, construction ;ind;'or
restoration expense shall be borne by Consultant. Nothing in this parlgrai.,h is
intended to Limit City's rights under the law or any other sections of this,
Agreement.
24, CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
Northrop Gnirnman Information Technology, Inc.
Page 10
City reserves the right to employ other Consultants in c4�nnectinn ,Jth thr,
Project.
The COnSUltant or its employees may be subject to thrr provi ;0i� s of tl �_
California Political Reform Act of 1974 (the "Act"), which (1) rf,su• I;
persons to disclose any financial interest that may forobueably t,(> irr�r'e'riaiiy
affected by the work performed under this Agreement, and (2) P: ohibita such
parsons from making, or participating in making, d«cisiomr thrit kill torte fie bry
financially affect such interest.
If subject to the Act, Consultant shall conform to all requirements of thc= Art.
Failure to do so constitutes a material breach and is grounds for imnr-,diatr
termination of this Agreement by City. Consultant shall indemnify anti hold
harmless City for any and rill claims for damagr.,a resulting from Con'110:1111 ;
violation of this Section.
26. NOTICES
All notices, demands, requests or approvals to be given under the tornrs c f tl
Agreement shall be given in writing, and conclusively shall he rfe(,mt.'d s«rv+ d
when delivered personally, or on the third business day after the deljos.it the reot
in the United States mail, postage prepaid, first-class mail, addr€:ssod
hereinafter provided. All notices, demands, requests or approval, from
Consultant to City shall be, addressed to City at:
Newport Beach Police Department
City of Newport Beach
870 Santa Barbara Drive
Newport Beach, CA, 92660
Phone: 949-644-3649
Fax: 949-718-1049
Attn: Bill Hartford
Email: bhartfordt,'b-ynbpd.org
All notices, demands, requests or approvals from CITY to Consult,lnt 6i1a11 be
addressed to Consultant at:
Northrup Grumman Information Technology, Inc.
-15010 Conference Center Dr,
Chantility, VA 20151
Phone: (571) 313-2387
Fax: (571) _. .._ .
Attn: LeRoy Butenhoff
Grumman Information
Inc.
In tho event that either party fails or refuses to perform any of the pro-. slim ref till,-
Agreement at tine time and in the manner required, that party shall I— in
default in the performance of this Agreement. If such di -.fault is not cured u�ithui ,;
period of two (2) calendar days, or if more th=n two (2.) cai(,nc,ir days ai==
reasonably required to cure the default ancf tht defaulting p,IdY f, -Iris to (ljV1
adequate assurance of due performance within two, (2) calendar days riftei rt;c_>s at
of written notice of default, specifying the nature of such default pan," the
necessary to cure such default, and thereafter diligently take steins to cure the
default, the non -defaulting party may terminate the Agreement fonhv,ith by giving to
the defaulting party written notice thereof.
Notwithstanding the above provisions, City shall have the right at its r:ok,
discretion and without cause, of terminating this Agreement at any time by givinrt
seven (7) calendar days prior written notice to Consultant. Ir thr, ov ant of
termination under this Section, City shall pay Consultant for services sati �f, �i.iarily
performed and costs incurred up to the effective date of termination for which
Consultant has not been previously paid. On the effective date of t€,,rmin;ation.
Consultant shall deliver to City all reports, Documents irn1 othc<r infuinmtiuia
developed or accumulated in the performance of this Agreement, whx>thc>r in dreft
or final form.
28. COMPLIANCE WITH ALL LAWS
Consultant shall at its own cost and expense comply with all steatvtr>:>.
ordinances, regulations and requirements of all govern rnental entities, including
federal, state, county or municipal, whether now in force or hereinafter enacted
In addition, all work prepared by Consultant shall conform to rinphcalale City.
county, state and federal laws, rules, regulations and permit requiremei iL arnJ hr�
subject to approval of the Project Administrator anti City.
29. WAIVER
A waiver by either party of any breach, of any term, covonant >r condition
contained herein shall not be deemed to be a waiver of any r�ubsequent breach
of the same or any other term, covenant or condition contained tier<iri, tr,+hethrr
of the same or a different character.
30. INTEGRATED CONTRACT
This Agrr, ement represents the, fult and complete undcrrstanding of r vr-, 6dnd or
nature whatsoever between the parties hereto, and all preliminory negotiatit,ims
and agreements of whatsoever kind or natire are merged herl,in dJ� vr>m ai
agreement or implied covenant shall ire held to vary the pruvisionr h-• criri,
Northrop Grumman Information Te0inalocIly, Inc.
Page 12
31. CONFLICTS OR INCONSISTENCIES
In the event there ;are any conflicts or inconsistencies hphveen thi^ ;ages€-ment inci
the Scope of Sarvices or any other attachments attached beret-, the of thi
Agreement shall govern.
32. INTERPRETATION
The terms of this Agreement shall be construed in accowanc(; with .hu m,saning
of the languages used and shall not be construed for or against eith r p arty Ly
reason of the authorship of the Agreement c any uther rule of construction ',rhich
might otherwise apply,
33. AMENDMENTS
This Agreement may be modified or amended only by a written documw nt r, ecuted
by both Consultant and City and approved as to form by the City Attorney,
34. SEVERABILITY
If any terga or portion of this Ayreernent is hr -Id to be invalid, illecta€, or other„ie;::
unenforceable by a court of competent Jurisdiction, the remaining provi:;ion- of ais
Agreement shall continue in full force and effect,
35. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement anc all matters
relating to it and any action brought relating to this Agreement shall bt ndjtidicnter
in a court of competent jurisdiction in the County of Orange.
36. COUNTERPARTS
This Ayreennent may be executed in any number of counts p 0s, of tJn0i
shall br,, an original, but all of which together shall constitute nne instrunnont.
37. LQUAL OPPORTUNITY EMPLOYMENT
Consultant represents that it is an equal opportunity employer and it not
discriminate against any subcontractor, employee or applicant for employmnot
because of race, religion, color, national origin, handicap, ancestry, sex or aq,e,
Grumman Information Te ::hnolo,^,v. Inr.
IN WITNESS WHEREOF, the parties have caused this Agreement to I- -X=,c�lted nn
thtday anti year fir=;t written above.
APPROVED AS TO FORM:
OFF ICF OF THE CITY ATTOPNEY
By:
A:Jro Harp,
Assistant City Attorney
for the City of Newport Beach
ATTEST:
By:_
Loilani I. Brown, Cjty Clerk
for the City of Newport Beach
Mayor
for the City of Newport li,�n(.;h
NORTHROP GRUMMAN IT, CORP.:
Bv—
('Corpof'itk)
Print
By:
(Financial Offirer)
Title:
Print Nanv--:
Attachments: Exhibit A — Scope of Seivict)s
Exhibit B — Payment Terms
Northrop Grumman Information Technology. Ins.
Page 14
SCOPE OF SERVICES
• • ✓_ 77 � J
May 6, 2009
(original issue date: March 18, 2009)
Newport Beach Police Department
870 Santa Barbara Drive
Newport Beach, CA 92660
Attention: Mr. John Veale
Northrop Grumman Information Technology, Inc.
15010 Conference Center Drive
CtmtiNy, VA 20151
Subject: Altar&rm CAD TCP/IPlnterface to OCATS
Dear Mr. Veale:
Quote #109372vi
Northrop Grumman is pleased to provide you with a quotation to replace your current A/tar&m
bi-sync OCATS interface with a TCP/IP interface. The new interface will be based on the
OCATS Interface Specifications provided by your department.
Scope of Work
With this proposal, Northrop Grumman will perform the following tasks:
• Design, develop, code, test, and install the OCATS interface driver based upon TCP/IP
protocol standards, using the Orange County OCATS Interface Specification.
• Modify all messages to be sent to OCATS to meet the new OCATS header requirements.
• Modify the OCATS Response Handler in the CAD system to address the transactional
header differences between the current interface and the proposed TCP/IP interface.
This will ensure that all messages received from OCATS are correctly processed and
routed for display.
• Set up and configure the OCATS TCP/IP interface address requirement inside the
A/tar&m registry.
• Assist the Newport Beach Police staff with integration testing;
• Provide configuration management for the new interface
Based on the OCATS Interface Specifications provided the Newport Beach PD, the OCATS
message formats remain unchanged. Therefore, this quotation does not include any effort to
modify and/or add any CAD screens/forms or transactional messages.
Customer Responsibilities and Assumptions
NBPD will be responsible for the following items:
• Provide all necessary hardware and routers with 128 bit encryption (3DES or AES, FIPS
140-2 compliant);
• Configuration of all routers and communication hardware;
• Supply a test TCP/IP circuit, IP's and Ports to OCATS for testing
• Provide necessary staff to assist with the testing of all OCATS transactions
** NOTICE OF PROPRIETARY INFORMATION **
This document contains Northrop Grumman Proprietary Information including trade secrets and shall not be
duplicated, used, or disclosed (in whole or in part) without the express written authorization of Northrop Grumman.
This document may be used by the authorized recipient solely for internal purposes.
Newport Beach Altar&rm CAD TCP/IP Interface to OCATS Quote #109372
Paqe 2
Price
The price for this Proposal is $49,854.00
Applicable Sales Tax has not been included in the above prices and will be added to subsequent
invoices.
Payment Terms
1.) Upon Acceptance of Northrop Grumman Quotation/Issuance 40%
of Purchase Order
2.) Upon Installation of Software 35%
or Northrop Grumman Certifying That Modification Is Ready for
Testing
3.) Upon Acceptance 25%
Total Software, Services, & Miscellaneous 100%
Acceptance
Acceptance will occur when the testing demonstrates the new interface is successfully
communicating with OCATS and responses are received for requested information; or 30 days
after the Newport Beach Police Department is notified in writing that the data is available for
testing. Any non-performance by non -Northrop Grumman software/hardware shall not preclude
acceptance of the Northrop Grumman work.
Terms and Conditions
or c ble�rtktrop—;Fmfnafl- The quotation number
(109372) must be included in all resulting purchase orders.
This quotation will expire on July 18, 2009.
Northrop Grumman looks forward to working with you on this initiative and the continued
support of your site. Please don't hesitate to contact LeRoy Butenhoff at (571) 313-2387 or me
at (571) 313-2610 if you need further assistance.
Regards,
Sent Via Electronic Mail., May 6, 2009; Andy R. Peucker
Andy R. Peucker
Contracts Manager
Northrop Grumman Information Technology, Inc.
cc: Paul Martin
LeRoy Butenhoff
Notice of Proprietary Technics//Commercial Content
This document is subject to the restrictions listed on Page 1.
PAYMENT SCHEDULE
Payment for Northrop Grumman's Software, Services, and Miscellaneous:
1. Upon contract execution 40%
2. Upon installation of Software or Northrop Grumman certifying that
modification is ready for testing 35%
3. Upon Final Acceptance 25%
Total Software, Services & Misc. 100%
Total Contract Value
Northrop Grumman Information Technology, Inc.
Page 4
BY ON MY COUNCIL
J0 0 4 2099
CITY OF NEWPORT BEACH
CITY COUNCIL STAFF REPORT
Agenda Item No. '8
June 9, 2009
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Police Department
John Klein, Chief of Police, 949 644 3701, JKlein@nbpd.org
Bill Hartford, Lieutenant, 949 644 3660, BHartford@nbpd.org
SUBJECT: FUNDING FOR CLETS ENCRYPTION REQUIREMENT
RECOMMENDATION:
Approve an expenditure of $54,217 to upgrade and encrypt the Police
Department's CAD California Law Enforcement Telecommunication System
(CLETS) interface to accommodate the data encryption between the Orange
County Sheriffs Department and the Police Department.
2. Authorize the Chief of Police to execute a Professional Service Agreement with
Northrop Grumman, as approved by the Office of the City Attorney.
DISCUSSION:
Background:
The Police Department received a letter dated December 11, 2008, from the OCSD
stating that California's Department of Justice (DOJ) now requires all CLETS
connections to be encrypted (CLETS Policies, Practices and Procedures section 1.9.6).
CLETS Policies, Practices, and Procedures section 1.9.6 Encryption
Data accessed via the CLETS and transmitted through any public network segment, wireless network,
untrusted network or the public Intemet shall be immediately protected with encryption. The encryption
shall meet the requirements specked in the FBI's CJIS Security Policy section 7.8. Encryption keys used
to encrypt data accessed via the CLETS shall be managed through documented procedures detailing key
generation, key distribution, key disposal, emergency procedures, key recovery and key escrow. It is the
responsibility of the law enforcement or criminal justice agency to document, and keep current, all
encryption key management practices.
Funding for CLEREncryption Requirement
June 9, 2009
Page 2
U `61
CLETS, a data interchange switcher for •St0te data files, is a high-speed message
switching system, which became operational in 1970. CLETS provides law
enforcement and criminal justice agencies access to various data bases and the ability
to transmit and receive point-to-point administrative messages to other agencies within
California or via the National Law Enforcement Telecommunications System. t
The OCSD is the hub for all CLETS connections for the Police Department. They also
recommend what equipment should be used for encrypting CLETS connections. Based
on their recommendation in their December 11, 2008 letter, the Police Department will
need to purchase equipment to encrypt the CLETS interface from CAD to OCSD.
During conversations with both the OCSD network support staff and various encryption
equipment vendors/consultants, the Police Department's CAD 9.6K connection (from
CAD to OCSD) will not support the encryption technology needed. The CAD 9.6K
connection is approximately 20 years old. The interface on the CAD System needs to
be converted to a TCP/IP interface. This conversion process has been a recurring
budget request for the past few years, but due to budgetary constraints, has not been
approved.
Northrop Grumman (formerly PRC), the product manufacturer of our current CAD
System, has quoted a price of $49,854 (including California sales tax, $54,217) for
converting the CAD 9.6K interface. Northrop Grumman is the developer of our CAD
System's software and is currently under contract for service with the Police
Department. As a component of the Northrop Grumman system, there is a source code
that is embedded into the CAD System's software, which is a proprietary product.of
Northrop Grumman and limits Northrop Grumman as the sole provider for the CAD
CLETS interface.
Once the CAD CLETS interface is converted from the 9.6K interface to a TCP/IP
interface, the CAD CLETS data will be able to utilize the existing T-1 connection to
OCSD.
The deadline to complete the encryption before sanctions are imposed by the DOJ is
June 30, 2009.
Environmental Review:
Not applicable.
US Definitions, "CLETS Law & Legal Definitions," http//: definitions.uslegal.comm//clets
Funding for CLETS Encryption Requirement
June 9, 2009
Page 3
Funding Availability:
As authorized by Council Policy F-3, Dennis Danner, the Administrative Services
Director, has approved the following transfers:
$10,000 from the Utilities Fund, #1820-8116
$10,000 from the Postage and Freight Account, #1820-8050
$30,000 from the PC Replacement Fund, #1820-9005
These funds will be transferred into the Computer Maintenance Software Account,
#1820-8181, to fund the upgrade and encryption of CLETS. As a result of implementing
restrictive fiscal spending guidelines, excess funds were located in these accounts.
Prepared by:
Bill Hartford, Lieutenant
Support Services Division
Submitted by:
Qj, &2-=.
Jo n Klein
IEF OF POLICE
Attachments: OCSD Letter, dated December 11, 2008
TCP/IP Scope of Work
Newport Beach Police Department
Chief John Klein
P.O. Box 7000
Newport Beach, CA 92660
Chief Klein:
The Department of Justice requires that all CLETS data traveling through public network segments
be fully encrypted (CLETS Policies, Practices and Procedures section 1.6.6.E). This means that the
Tl data line carrying your ELETE and CAD data to and from the Orange County Sheriffs
Department must be equipped to encrypt data from end to end. Also impacted are any internal data
lines connecting your substations; --if these lines are transmitting CLETS data.
The Orange County Sheriffs Department has obtained the necessary equipment to encrypt our end of
your Tl circuit. Your agency will be required to purchase the same equipment for your end of the TI
circuit. At minimum, a Cisco 2811 router with Advanced Security Software Feature Set will be
necessary. A price quote is attached to this letter listing the required equipment and associated costs.
To allow adequate time to purchase the necessary equipment, we will be contacting your agency to
coordinate the Tl line encryption in February 2009. If your agency is ready to implement prior to
that time, please contact the Sheriff's Data Center at 714-834-4444 and you will be directed to the
appropriate person.
The Department of Justice has given Orange County a deadline of June 2009 to be fully compliant. If
your agency is not in compliance prior to that date, you will have to work directly with DOJ on your
compliance issues.
Sincerely,
Sannddm Hutchens, Sheriff -Coroner
v (044a—
Dave Wilson, Captain
Support Services Division
PROUDLY SERVING THE UMNCORPORATED AREAS OF ORANGE COUNrY AND THE FOLLOWING CITIES AND AGENCIES:
AUSO VIEJO • DANA POINT . LAGUNA HILLS . LAGUNA NIGUEL • LAGUNA WOODS . LAKE FOREST . MISSION VIEJO
RANCHO SANTA MARGARITA • SAN CLEMENTE • SAN JUAN CAPISTRANO • STANTON . VILLA PARK L
OC PARKS . DANA POINT HARBOR . JOHN WAYNE AIRPORT . OCTA . SUPERIOR COURT
%RIFF
SANDRA HUTCHENS
-CORONER DEPARTMEN1
SHERIFF CORONER
COUNTY OF ORANGE
CALIFORNIA
UNDERSHERIFF
j
JOHN L. SCOTT
EXECUTIVE COMMAND
JACK ANDERSON
320 N. FLOWER STREET
JOHN B. DAMS
SANTA ANA. CA 92703
RICK D
(714) 647-7000
December 11, ZOOH
MICHAEL R. HILLMHILLM ANN
MIKE JAMES
Newport Beach Police Department
Chief John Klein
P.O. Box 7000
Newport Beach, CA 92660
Chief Klein:
The Department of Justice requires that all CLETS data traveling through public network segments
be fully encrypted (CLETS Policies, Practices and Procedures section 1.6.6.E). This means that the
Tl data line carrying your ELETE and CAD data to and from the Orange County Sheriffs
Department must be equipped to encrypt data from end to end. Also impacted are any internal data
lines connecting your substations; --if these lines are transmitting CLETS data.
The Orange County Sheriffs Department has obtained the necessary equipment to encrypt our end of
your Tl circuit. Your agency will be required to purchase the same equipment for your end of the TI
circuit. At minimum, a Cisco 2811 router with Advanced Security Software Feature Set will be
necessary. A price quote is attached to this letter listing the required equipment and associated costs.
To allow adequate time to purchase the necessary equipment, we will be contacting your agency to
coordinate the Tl line encryption in February 2009. If your agency is ready to implement prior to
that time, please contact the Sheriff's Data Center at 714-834-4444 and you will be directed to the
appropriate person.
The Department of Justice has given Orange County a deadline of June 2009 to be fully compliant. If
your agency is not in compliance prior to that date, you will have to work directly with DOJ on your
compliance issues.
Sincerely,
Sannddm Hutchens, Sheriff -Coroner
v (044a—
Dave Wilson, Captain
Support Services Division
PROUDLY SERVING THE UMNCORPORATED AREAS OF ORANGE COUNrY AND THE FOLLOWING CITIES AND AGENCIES:
AUSO VIEJO • DANA POINT . LAGUNA HILLS . LAGUNA NIGUEL • LAGUNA WOODS . LAKE FOREST . MISSION VIEJO
RANCHO SANTA MARGARITA • SAN CLEMENTE • SAN JUAN CAPISTRANO • STANTON . VILLA PARK L
OC PARKS . DANA POINT HARBOR . JOHN WAYNE AIRPORT . OCTA . SUPERIOR COURT
May 29, 2009
Newport Beach Police Department
870 Santa Barbara Drive
Newport Beach, CA 92660
Attention: Mr. John Veale
0
Northrop Grumman Information Technology, Inc.
15010 Conference Center Drive
Chantilly, VA 20151
Subject: Aitarijrm CAD TCP/IPlnterfaae to OCA 7Y
Dear Mr. Hartford:
Quote #109372v2
Northrop Grumman is pleased to provide you with a quotation to replace your current Altal&m
bi-sync OCATS interface with a TCP/IP interface. The new interface will be based on the
OCATS Interface Specifications provided by your department.
Savpe of Work
With this proposal, Northrop Grumman will perform the following tasks:
• Design, develop, code, test, and install the OCATS interface driver based upon TCP/IP
protocol standards, using the Orange County OCATS Interface Specification.
• Modify all messages to be sent to OCATS to meet the new OCATS header requirements.
• Modify the OCATS Response Handler in the CAD system to address the transactional
header differences between the current interface and the proposed TCP/IP interface.
This will ensure that all messages received from OCATS are correctly processed and
routed for display.
• Set up and configure the OCATS TCP/IP interface address requirement inside the
Altalisrm registry.
• Assist the Newport Beach Police staff with integration testing;
• Provide configuration management for the new interface
Based on the OCATS Interface Specifications provided the Newport Beach PD, the OCATS
message formats remain unchanged. Therefore, this quotation does not include any effort to
modify and/or add any CAD screens/forms or transactional messages.
Customer Responstbiii(ies andAssumpirons
NBPD will be responsible for the following items:
• Provide all necessary hardware and routers with 128 bit encryption (3DES or AES, FIPS
140-2 compliant);
• Configuration of all routers and communication hardware;
• Supply a test TCP/IP circuit, IP's and Ports to OCATS for testing
• Provide necessary staff to assist with the testing of all OCATS transactions
0 0
Newport Beach Aitar&T" CAD TCP/IP Interface to OCATS Quote #109372v2
Page 2
Prrae
The price for this Proposal is $49.854.00
Applicable Sales Tax has not been included in the above prices and will be added to subsequent
invoices.
Payment Terms
1.) Upon Acceptance of Northrop Grumman Quotation/Issuance 40%
of Purchase Order
2.) Upon Installation of Software 35%
or Northrop Grumman Certifying That Modification Is Ready for
Testing
3.) Upon Acceptance 25%
Total Software, Services, & Miscellaneous 100%
Acceptance
Acceptance will occur when the testing demonstrates the new interface is successfully
communicating with OCATS and responses are received for requested information; or 30 days
after the Newport Beach Police Department is notified in writing that the data is available for
testing. Any non-performance by non -Northrop Grumman software/hardware shall not preclude
acceptance of the Northrop Grumman work.
Terms and Conditions
Northrop Grumman standard terms and conditions apply to this quotation and are attached for
your review. An implementation schedule will be agreed upon after receipt of a purchase order
or properly executed contract acceptable to Northrop Grumman. The quotation number (CSG -
109372v2) must be included in all resulting purchase orders.
This quotation will expire on July 18, 2009.
Northrop Grumman looks forward to working with you on this initiative and the continued
support of your site. Please don't hesitate to contact LeRoy Butenhoff at (571) 313-2387 or me
at (571) 313-2610 if you need further assistance.
Regards,
Sent Via Electronic Mail. May 29, 2109: Andy R. Peucker
Andy R. Peucker
Contracts Manager
Northrop Grumman Information Technology, Inc.
cc: Paul Martin
LeRoy Butenhoff