HomeMy WebLinkAboutC-3223 - Police Computer SystemAGREEMENT BETWEEN
CITY OF NEWPORT BEACH
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PRC PUBLIC SECTOR, INC
MARCH 1996
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AGREEMENT
THIS AGREEMENT is made and entered into as of z ?-a5 -9(v , 1996 by and
between PRC PUBLIC SECTOR, INC., a Delaware corporation with a principal place of
business at 12005 Sunrise Valley Drive, Reston, Virginia 22091, hereinafter referred to as
"CONTRACTOR," and the City of Newport Beach, California, hereinafter referred to as
"CITY."
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OFAGREEMENT
This Agreement specifies the contractual terms and conditions by which CITY will
procure from the CONTRACTOR, systems and services to permit CITY to serve its
community including, but not limited to: (1) designing an integrated Police
computer -aided dispatch (CAD), Police Records Management Systems (RMS), and
interfaces for Mobile Data Devices (Mobile Data), Jail Management System (JMS)
and such other interfaces and components as set forth herein, (2) procuring the
computers, equipment, and associated hardware, (3) providing technical resources
to prepare custom programs and (4) providing training and consulting services in
implementing and integrating said systems. Such services shall conform to CITY's
Request for Proposal as modified by CONTRACTOR's proposal M -1856 dated
December 16, 1994, and amended by subsequent correspondence identified in
Exhibit B. The Agreement deliverable items and their current schedule for delivery
are shown in Exhibits C and E, respectively. Upon their approval by the CITY, the
Functional Specification Document and Implementation Plans shall be the first
documents in the order of precedence to be used in the event of any technical and/
or project schedule conflict requiring interpretation.
2. TERMOFAGREEMENT
The term of this Agreement shall begin upon the execution hereof by the CITY and
the CONTRACTOR, and shall continue through the implementation of the CITY's
Systems and Warranty periods which includes providing all contractual services,
unless sooner terminated.
3. CHANGES
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CITY may require changes in the scope of the work services and/or equipment to
be performed or provided by CONTRACTOR hereunder. All such changes, which
are mutually agreed upon by and between all the parties, shall be incorporated in
written amendments to this Agreement. All such amendments shall state any
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increase or decrease in the amount of the compensation due CONTRACTOR for
the change in scope and any potential schedule, data storage or performance
change. Approval by the Police Chief or his designee shall be required for change
orders increasing compensation or consideration to CONTRACTOR in excess of
$30,000. Change orders under $30,000 may be made at the discretion of the City's
Project Manager. CONTRACTOR will update subsequent project status reports to
indicate progress. CONTRACTOR will respond to requests for cost estimates in a
timely manner.
4. FUNCTIONAL SPECIFICATION DOCUMENT
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CONTRACTOR shall deliver for the CITY's approval a Draft Functional Specifi-
cation Document (FSD) after the start of each application software module (i.e.,
CAD and MIS FSD and Police RMS FSD) per the agreed upon Implementation
Schedule. If the CITY and CONTRACTOR do not agree on the Functional
Specification Document for any application software module within thirty (30)
days from submission, then the CITY may terminate the installation of that module.
In the event of such termination, the parties shall negotiate in good faith for an
amount that shall recompense CONTRACTOR for the efforts it expended on such
module and the amount due CONTRACTOR or the CITY shall be computed and
paid. In no event shall the amount be greater than the appropriate milestone
payment. Should the parties not come to such agreement after the exercise of
reasonable and diligent efforts, then the parties shall handle the issue as provided
for in Paragraph 10 - Disputes. The Functional Specification Document shall
include, but not be limited to:
The functionality identified in the incorporated documents listed in the Order
of Precedence section setting forth the scope and content of the system to be
provided to the CITY by CONTRACTOR. To fully define the agreed upon
modifications, interfaces and/or additions to the base system, CONTRAC-
TOR will prepare definitive specifications for these modifications /additions
including screens, menus, reports, error messages and data elements and the
content and format of user documentation.
Acceptance testing plans and criteria incorporating the provisions of this
Contract.
Implementation approach (e.g., cutover approach/parallel operation) and
Implementation Schedule identifying detailed tasks, timeframes and mile-
stones.
Such other items delineating the system and the work to be performed by
CONTRACTOR as the parties may mutually agree upon in writing.
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The parties agree to cooperate with each other in the preparation of the FSD.
CONTRACTOR agrees to perform the work and provide the system in the manner
specified in the FSD. Upon completion and acceptance of the FSD by both parties,
the FSD shall be incorporated by reference into this Agreement.
Any change to the FSD after its acceptance shall be in writing and by mutual
consent.
The parties envision that it might be appropriate and beneficial to break one or
more of the application software phases into segments or sub - phases. Doing so
may affect training, delivery, acceptance, and payment for such application soft-
ware. If appropriate, the parties agree to negotiate in good faith this segmented
implementation so as to minimize any possible detrimental effects on one or both
of the parties.
5. STANDARD OF PERFORMANCE
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CONTRACTOR shall certify, in writing, to CITY when each individual System
Phase (as indicated in Implementation Plan, e.g., Phase I- Police CAD (including
MIS and Mobile Data Interface); Phase 2 Police -RMS Applications Modules
including Mobile Data Interface) hardware and software supplied by CONTRAC-
TOR hereunder is installed and ready for use.
a. Overall System Functionality
Each System Phase shall be deemed functionally complete when the func-
tional and integration testing, as defined in the Functional Test Plan, has been
completed. CONTRACTOR will fix any "bugs," software errors or omis-
sions in the application software in accordance with the Functional Specifica-
tion Documents. Individual Phase Acceptance and initiation of the warranty
period will not occur until all significant system and software problems have
been resolved, in accordance with Paragraph 6 - Acceptance. CITY will
provide CONTRACTOR with timely problem reports describing detected
errors and CITY priorities for CONTRACTOR correction.
b. CAD Response Time
CAD response time testing will demonstrate the rapid processing of critical
dispatch operational applications and transactions. Prior to going live, two
scripted load tests shall be conducted. The Initial Load Test shall consist of a
normal mix of all standard Police CAD and MIS transactions. Volume
calculations and load modeling shall be based on the current peak load as
defined in CITY's RFP. In addition, the load test shall simulate transactions
and network delays from all local and remote peripherals, workstations, and
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mobile data terminals, as configured ( "end -to -end" testing). Third party
components not supplied by CONTRACTOR shall not be included in the
timing tests. This includes but is not limited to telephone lines and radio
frequency transmissions and non PRC related CAD/RMS network traffic.
CAD response times will operate at less than one - and -a -half (1.5) seconds
98% of the time for command entry, screen changes and direct inquiries, and
95% of the transactions performed during the load test will operate within a
maximum of three (3) seconds. CITY and the CONTRACTOR shall jointly
develop the mix of standard CAD/MIS transactions to be used in the load test
which must reflect normal dispatch center operation. No single transaction
shall exceed five (5) seconds with the exception of hard -copy reports or SQL
(Ad -hoc) or non - indexed inquiries which are not included in any response
time requirements.
If the system meets the above standard, it will be deemed to have passed the
Initial Load Test for Phase 1- CAD. If the system does not meet the above
standard, CONTRACTOR shall then take the necessary steps to correct
deficiencies prior to CITY accepting the system phase.
The Second Load Test will test the system's capacity to respond to the seven
year peak load predicted as indicated below. CAD response times of less
than 3 seconds will be achieved on a minimum of 95% of all transactions.
The response time will be verified by the CONTRACTOR's scripted load test
which will simulate the below listed Police loads. The scripted load test will
be mutually pre- approved by CITY and CONTRACTOR. The loads to be
used for system testing are:
Police CAD
Peak Number Peak Number
of Incidents of Dispatches
per day per /tour
1000
C. CAD System Availability
IN
The performance period for the Police CAD System (Phase 1), a period of
thirty (30) calendar days, shall commence within five (5) days after the date
of CONTRACTOR certification for reliability testing at which time opera-
tional control becomes the responsibility of CITY. It is not required that one
thirty (30) day period expire in order for another performance period to
begin.
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If said System operates on line at a level of effectiveness of ninety -nine-
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point -nine (99.9 %) percent for a period of thirty (30) consecutive days from
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the commencement of the performance period, it shall be deemed to have met
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CITY's standard of performance for CAD - Phase I. The level of effec-
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tiveness is a percentage figure determined by dividing the total system opera -
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tional time (time the system was available in production status to on -line
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users) by the number of hours in the performance period (30 days x 24 hours
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per day = 720 hours). System downtime caused by equipment not provided
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by CONTRACTOR shall not be included in the calculations.
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Completion of the CAD System Availability Test shall also require that no
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major redundant system component shall fail, and if it fails shall be repaired
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in a reasonable period of time. To that end, it is required that the main
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processors, memory attached thereto, and system disk drives (all of which are
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redundantly configured) shall be repaired within two days after the reporting
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of any such major component failure.
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If the Personal Computers and printers provided by CONTRACTOR are
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available ninety -nine percent (99 %) of the time for the thirty (30) day period,
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the system phase shall be deemed to meet CITY's reliability standard. Down -
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time charged for any device starts after the outage is reported by CITY.
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Percent Availability is calculated as the total time all such installed devices
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are available (i.e., not reported as down) divided by the total time the same
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devices should be available over the 720 Hour Reliability Test period.
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If, at any point, the system does not pass the availability test, CONTRAC-
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TOR will stop the test, fix the problem and restart the availability test.
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It is CITY's intent that the Public Safety Systems acquired from the CON -
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TRACTOR perform at a level of response consistent with the operating
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characteristics of similar systems in jurisdictions of similar size and
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complexity. An acceptable level of response for the configuration includes
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an automatic switch -over capability from the primary processor to the
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redundant backup processor. CONTRACTOR estimates switchover time to
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be approximately one minute and will use its best efforts to achieve essential
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systems switch -over in thirty (30) seconds or less.
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The CONTRACTOR warrants that the system configuration as defined in
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this Agreement is designed to provide acceptable operating response time for
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time sensitive, critical emergency dispatching systems running in normal
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operating mode. CONTRACTOR also warrants that system storage sizing of
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centralized CAD and RMS processors is adequate for the anticipated transac-
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tion and storage volumes in seven years as stated in the CITY RFP.
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CAD must retain at least 13 months detail incident and activity history
on -line
RMS must retain up to 3 years detail and 5 years summary activity on
line for all modules
Disk storage capabilities must be readily expandable to at least 3 times
the seven year volume configuration
If during design discussions, changes are proposed that would negate the
storage sizing guarantees, CONTRACTOR will notify CITY of such impact.
However, CONTRACTOR guarantees for proper storage sizing do not
include storage related to CITY installed software. For purposes of confir-
mation of storage sizing guarantees, CITY shall remove /disable any CITY
installed software not planned as part of the CONTRACTOR'S system
functionality.
CONTRACTOR is responsible for replacement or modification to hardware
components that do not meet performance requirements. Normal operating
mode for each phase is defined as all peripherals (both local, remote, fixed
and mobile) as configured being signed -on and operational and performing a
mix of transactions including but not limited to tasks such as incident entry,
unit dispatching, status and position monitoring, position notification, geofile
inquiry, report generation and ad -hoc inquiries.
If, during the thirty (30) day performance period, the overall system does not
operate in a manner as defined above for time critical emergency CAD dis-
patching system, the system phase will be deemed to have failed to demon-
strate adequate performance characteristics. CONTRACTOR shall then take
the necessary steps to correct deficiencies prior to CITY accepting the system
phase.
d RMS Response Time
RMS response time testing will demonstrate the rapid processing of RMS
applications and transactions and provide acceptable operating response time.
CONTRACTOR will meet the CITY's RFP requirement for RMS response
time less than 3 seconds 98% of the time for command entry, screen changes
and direct inquiries and none of these operations will exceed 5 seconds. Prior
to going live, two load tests will be conducted. Volume loads shall be based
on the current and 7 year transaction volumes as defined in CITY's RFP. In
addition, the load test shall simulate the intended operating environment,
limited to including those items provided under this Agreement. Group 1, 2
and 3 transactions shall be tested manually. The tests will be conducted over
a one -hour period. These tests will use pre - defined scripts for manual entry
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and use and will be developed collaboratively by CITY and CONTRACTOR.
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Group 4 transactions will be operating during the test, but are exempt from
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response time requirements.
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RMS response time will vary by transaction type but shall not exceed the
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following:
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Group 1 - Two seconds or less, 98% of the time
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Normal data entry functions:
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Retrieve a form
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"Help" function key
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Navigation function keys
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"List of field values" function key
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Group 2 - Two seconds or less plus one second for each additional record/
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index, 98% of the time
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Database Commits
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Group 3 - Three seconds or less, 98% of the time
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Vehicle query by license or vehicle ID number
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Personnel query by ID number
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Property query by serial number
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Location search (exact address match)
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Primary user index searches (incidents by report number, field
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contacts by field contact number, etc.)
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Group 4 - Other (Variable Response Times)
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Ad hoc searches
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Non -keyed searches
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String searches
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98% of the transactions performed during the load test will operate within a
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maximum of three (3) seconds. Group 4 transactions are excluded from the
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percentage requirement. However, Group 4 transactions will be included in
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the scripted load test and be running during the test period. CITY and the
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CONTRACTOR shall jointly develop the mix of standard RMS transactions
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to be used in the load test. No single transaction shall exceed five (5) sec -
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onds with the exception of hard -copy reports or SQL (Ad -hoc) inquiries or
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non - indexed inquiries.
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If the system meets the above standard, it will be deemed to have passed the
Response Time Test for that System Phase. If the system does not meet the
above standard, CONTRACTOR shall then take the necessary steps, at no
additional cost to the City, to correct deficiencies prior to CITY accepting the
system phase including but not limited to replacement of the non - performing
hardware.
e. RMS System Availability
If the RMS system operates on line at a level of effectiveness of ninety-nine
point five (99.5 %) for a period of thirty (30) consecutive days from the
commencement of the performance period, it shall be deemed to have met
the City's standard of performance for RMS -Phase 2.
6. ACCEPTANCE
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Hardware Acceptance - The hardware required for the CAD /RMS processors will
be delivered, installed, and tested by CONTRACTOR and/or manufacturer.
CONTRACTOR will notify CITY of the date of successful installation of the
hardware.
CITY will notify CONTRACTOR in writing of any deficiencies or problems noted
and CONTRACTOR will respond promptly and correct, adjust, or replace items as
may be required. Upon successful completion of the CONTRACTOR/HP field
engineering certification, City will sign the certification.
Software Acceptance - Acceptance for each System Phase can consist of up to
three events as outlined below. The following describes each of those events in
terms of responsibility, participation, and formal correspondence.
a. Functional Testing
The first activity within System Phase Acceptance will test and prove the
adequacy of the integrated hardware /software system to achieve its stated
functional Standards of Performance (Paragraph 5.a). CONTRACTOR will
notify CITY when CONTRACTOR's internal testing has been completed, all
user documentation, as defined in Exhibit C, has been provided, and formal
functional testing may begin. CITY shall then conduct such tests which will
consist of functional verification of the system against the Functional Specifi-
cation Document for that phase. Application training by CONTRACTOR
will proceed after completion of CITY functional testing.
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342 b. Load Testing
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344 After the completion of the Functional Testing activities (Paragraph 6.a.),
345 testing will continue to confirm the system performance and responsiveness
346 to achieve the required Response Time Standards of Performance for that
347 phase (Paragraph 5), using the pre- agreed scripted load tests. At the end of
348 such successful testing, CONTRACTOR will report test results to CITY and
349 CONTRACTOR and CITY will jointly certify that the system is available for
350 Reliability testing. Load testing will be conducted prior to operational
351 cutover.
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353 C. Reliability Testing
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355 Reliability testing shall consist of CITY's normal use of the system in an
356 operational mode or in parallel operations with current dispatch processing.
357 The test is established to assure CITY that the system achieves its required
358 Standard of Performance as set forth in Paragraph 5. CITY will promptly
359 advise CONTRACTOR in writing of any deficiencies detected during the
360 Reliability Test period. CONTRACTOR will promptly respond with correc-
361 tions, replacement parts, system tuning, etc., as may be required.
362 CONTRACTOR will promptly provide republished pages of any documen-
363 tation that has changed based on vendor - applied modifications to application
364 software or system configuration. CONTRACTOR will provide as -built
365 documentation as final product.
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367 Upon successful completion of the Reliability Test, CONTRACTOR will
368 notify CITY that the system has met its performance requirements and
369 request phase acceptance by CITY. CITY will respond within five (5)
370 business days if there are any remaining deficiencies or items to be remedied
371 or corrected prior to initiation of the Warranty period or will indicate phase
372 acceptance without reservation. The system phase will enter its Warranty
373 period as of the date of phase acceptance by CITY.
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375 The CITY reserves the right to use equipment and material furnished under this Agree -
376 ment prior to final acceptance. Such use shall not constitute acceptance of the work or
377 any part thereof by the CITY.
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379 City recognizes that extended beneficial use of the system may imply acceptance of the
380 system phase and that the CITY has certain obligations to the CONTRACTOR regarding
381 payments for acceptance and warranty start date.
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383 CONTRACTOR recognizes that the system is a mission - critical emergency dispatch
384 system and as such cannot be taken out of service for any extended period of corrective
385 action.
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386 In the event that the system fails one or more of the acceptance tests and that such failure
387 is minor in nature and does not significantly impact the operational capabilities of the
388 system phase, the CITY and the CONTRACTOR will negotiate, within 30 days of
389 completion of the 30 -day acceptance test period, in good faith, an acceptance date, and
390 the start date of the warranty (hardware and software). CONTRACTOR agrees that
391 acceptance of the system under this condition does not obviate CONTRACTOR'S
392 responsibility to resolve and correct any failures in a timely manner.
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394 7. MAINTENANCE
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396 This Agreement includes detailed maintenance pricing for all maintenance being
397 provided by CONTRACTOR.
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399 a. Application Software
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401 CITY may purchase the maintenance service for application software sup -
402 plied under this Agreement upon completion of the acceptance and warranty
403 periods for each System Phase as defined in Exhibit E and at the second
404 through the fifth year guaranteed prices set forth in Exhibit D. Further,
405 CONTRACTOR will offer to provide continuing maintenance of the applica-
406 tion software systems with the terms of Exhibit F beyond the five year period
407 at the annual rate defined for the fifth year of software maintenance in
408 Exhibit D subject to an initial increase, and then annual increases, none of
409 which shall exceed ten percent (10 %).
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411 b. System Software
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413 Maintenance service for system software, after the expiration of the Warranty
414 periods as defined in Paragraph 18 - Warranty and Remedies, will be pro -
415 vided through CONTRACTOR per the PRC Master Maintenance Agreement,
416 Exhibit F at the second through fifth year guaranteed prices shown in Exhibit
417 D.
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419 8. CLARIFICATIONPROCEDURES
420
421 The Parties shall have a maximum of ten (10) business days from the receipt of
422 written correspondence from one party to the other in which to respond, in writing,
423 to the clarification, proposed solution or any other situation requiring a written
424 response from the other Party. If the receiving Party believes the contents of such
425 correspondence does not conform to the requirements of this Agreement, or other -
426 wise disagrees with such correspondence, it shall so notify the sending Party, in
427 writing, within the above - stated ten (10) business days, defining in detail such
428 non - acceptance.
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430 In the event the receiving Party finds the content of the correspondence conforming
431 to the requirements of this Agreement, it shall, within the above stated ten (10)
432 business days, notify sending Party, in writing, of this fact, and such notification
433 shall constitute final acceptance of the content of the correspondence delivered.
434 Should the receiving Party fail to respond within ten (10) business days, the content
435 of the correspondence shall be deemed accepted except as otherwise herein pro -
436 vided.
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438 It is recognized that certain Agreement deliverable documents requiring CITY's
439 approval may require more than ten (10) business days for CITY's completion of its
440 review process. It is agreed that twenty (20) business days will be allotted for the
441 review and approval of Functional Specification Documents and system adminis-
442 tration manuals.
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444 9. AGREEMENT AMOUNT AND MILESTONE PAYMENT SCHEDULE
445
446 CITY shall pay to CONTRACTOR for equipment and services performed by
447 CONTRACTOR progress payments in the amount set forth on the attached
448 Milestone Payment Schedule (Exhibit A), and any other amendments to this
449 Agreement which may be in force. CONTRACTOR is responsible for collecting,
450 reporting and remitting sales taxes as required.
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452 The specific agreement amounts for milestones within each System Phase are set
453 forth in lists in Exhibit A. The lists detail the specific hardware, software and
454 services items to be delivered along with the price of each milestone deliverable
455 item.
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457 10. DISPUTES
458
459 Except as otherwise provided in this Agreement, any dispute concerning a claim or
460 controversy arising under this Agreement, which is not otherwise disposed of by
461 the parties, shall be settled by either of the following methods of arbitration at the
462 option of the party initiating arbitration:
463
464 a. Formal. Dispute will be settled in accordance with the rules of the American
465 Arbitration Association, and judgment upon the award rendered by the
466 arbitrator(s) may be entered in any court having jurisdiction thereof.
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468 b. Informal. Disputes will be settled by an arbitration board consisting of three
469 members selected as follows:
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471 One member selected by CITY
472 One member selected by the CONTRACTOR
473 One member selected jointly by both CITY and the CONTRACTOR.
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474 CONTRACTOR and CITY as parties to arbitration will bear their own costs.
475 CONTRACTOR and CITY will share equally any additional costs of arbitration.
476
477 11. FORCE MAJEURE
478
479 In the event that, due to causes beyond the control of and without the fault or
480 negligence of CONTRACTOR such as Force Majeure, CONTRACTOR fails to
481 meet any of its obligations under this Agreement, such failure shall not constitute a
482 default in performance, and CITY shall grant to CONTRACTOR such extensions
483 as commensurate with the period of delay resulting from Force Majeure.
484
485 Force Majeure shall not include changes in CONTRACTOR staffing (removal of,
486 termination or resignation by project staff).
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488 12. TERMINATION BY CITY
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490 a. Termination for Cause. If CONTRACTOR should be adjudged bankrupt or
491 should make a general assignment for the benefit of its creditors, or if a
492 receiver should be appointed on account of its insolvency, CITY may termi-
493 nate this Agreement and shall have the right to acquire any and all software
494 held in escrow. If CONTRACTOR should persistently or repeatedly refuse
495 to perform, or should fail, except in cases for which extension of time is
496 provided, to provide enough properly skilled workers or proper materials, or
497 persistently disregard laws and ordinances, or not proceed with work or
498 otherwise be guilty of, a substantial violation of any provision of this Agree -
499 ment, then CITY may terminate this Agreement. Prior to termination of this
500 Agreement, CITY shall give CONTRACTOR thirty (30) calendar days
501 written notice. Upon receipt of such termination notice, CONTRACTOR
502 shall be allowed thirty (30) calendar days to cure such deficiencies.
503
504 b. Termination without Cause. The work may be terminated, in whole or in
505 part, by CITY at its sole discretion upon written notice to CONTRACTOR,
506 whenever, for any reason, CITY shall determine that such termination is in its
507 best interests. Such notice to be effective must be in writing and tendered to
508 CONTRACTOR at least ten (10) business days prior to the therein specified
509 effective date of termination. Upon receipt of such written notice of termina-
510 tion, CONTRACTOR shall within sixty (60) days after the date of termina-
511 tion, file an invoice for all work performed and all charges incurred by
512 CONTRACTOR under the Agreement to date of the effective date of
513 termination. CITY shall pay such invoice within thirty (30) days of receipt.
514
515 In the case of termination by CITY as defined in a. or b. above, CITY shall have the
516 option to receive title /license to the hardware and system software (including third
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517 parry software) paid for by the CITY, and license to CONTRACTOR application
518 software for any System Phase accepted and paid for under this Agreement.
519
520 In the case of termination without cause, CONTRACTOR shall be further compen-
521 sated on a percentage basis for work in progress but not complete as of the date of
522 termination. Any disputes regarding the work completion percentage and/or the
523 compensation due shall be settled in accordance with Paragraph 10, Disputes.
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525 13. ASSIGNMENT
526
527 Neither this Agreement, nor any portion thereof, may be assigned by CONTRAC-
528 TOR without the written consent of CITY first having been obtained, which shall
529 not be unreasonably withheld. Any attempt by CONTRACTOR to assign any
530 performance of this Agreement without the written consent of CITY shall be null
531 and void and shall constitute a breach of this Agreement.
532
533 14. PATENTS
534
535 CONTRACTOR shall indemnify, defend, and hold free and harmless CITY, its
536 officers and employees from all liabilities, claims, damages, costs, or expenses,
537 including, but not limited to attorney's fees imposed upon them or any of them, for
538 any alleged infringement of patent rights, copyrights, trademarks or similar rights
539 of any person or persons in consequence of the use by CITY, its officers, employ -
540 ees, agents, and other duly authorized representatives of articles or processes
541 supplied to CITY by CONTRACTOR under this Agreement.
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543 If a final injunction is obtained in such action against CITY's use of the products or
544 if in CONTRACTOR's opinion the products are likely to become the subject of a
545 claim of infringement, CONTRACTOR will, at its option and entirely at its
546 expense, either: (a) procure for CITY the right to use the products; (b) replace or
547 modify the same (provided that such modification does not adversely affect CITY's
548 intended use of the products) so that the products become non - infringing; or (c) if
549 none of the foregoing alternatives is reasonably available to CONTRACTOR,
550 refund in full all monies paid by CITY in respect to such products and accept return
551 of same.
552
553 15. SECURITYAND PRIVACY
554
555 CONTRACTOR agrees that none of its officers or employees shall use or reveal
556 any research or statistical information furnished by any person and identifiable to
557 any specific private person for any purpose other than the purpose for which it was
558 obtained. Copies of such information shall not, without the consent of the person
559 furnishing such information, be admitted as evidence or used for any purpose in
560 any action, suit, or other judicial or administrative proceedings, unless ordered by a
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561 court of competent jurisdiction. CITY shall be notified immediately upon receipt
562 of any such order of court, pertaining to production of such information.
563
564 CONTRACTOR shall incorporate the foregoing provisions of this paragraph in all
565 of its authorized subcontracts.
566
567 16. COVENANT AGAINST CONTINGENT FEES
568
569 CONTRACTOR warrants that no person or selling agency has been employed or
570 retained to solicit or secure this Agreement upon an agreement or understanding for
571 a commission, percentage, brokerage, or contingent fee, excepting bona fide
572 employees. For breach or violation of this warranty, CITY shall have the right to
573 terminate this Agreement in accordance with the termination clause and, at its sole
574 discretion, to deduct from the Agreement price or consideration, or otherwise
575 recover, the full amount of such commission, percentage, brokerage, or contingent
576 fee.
577
578 17. LICENSE
579
580 CONTRACTOR grants to CITY a non - assignable, non - transferable and non- exclu-
581 sive perpetual license to use the CONTRACTOR'S proprietary computer programs
582 and documentation provided under this Agreement. CITY understands and
583 acknowledges that the CONTRACTOR'S software is and shall remain proprietary
584 in nature and constitutes confidential trade secrets.
585
586 CITY agrees that it shall not knowingly, without the prior written consent of
587 CONTRACTOR, directly or indirectly disclose, proliferate, provide or otherwise
588 make available, or permit, any disclosure, proliferation, provision of or making
589 available of, the software or documentation in any form, in whole or in part, to any
590 other person, firm, corporation, government agency, association or other entity.
591 Further, CITY agrees that it shall not, except as otherwise provided in this Agree -
592 ment, copy or reproduce (except as necessary for archive, diagnostic, backup,
593 emergency restart purposes or any other use solely by CITY), the software or
594 documentation, in whole or in part.
595
596 Neither the license granted to CITY by CONTRACTOR nor the software may be,
597 in whole or in part, assigned, sub - licensed or otherwise transferred by CITY
598 without the prior written consent of CONTRACTOR nor may CITY knowingly,
599 directly or indirectly, permit any use of the software, in whole or in part, by any
600 other person, firm, corporation, government agency, association or other entity,
601 without the prior written consent of CONTRACTOR.
602
603 Further, CITY agrees to comply with such other terms and conditions applicable to
604 any third party software furnished by CONTRACTOR (such as Hewlett Packard
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0 0
605 Corporation) and provided to CITY under this Agreement, which are imposed by
606 such third party (a copy of which form Exhibits G and H), except where they
607 conflict with the provisions of this Agreement.
608
609 CITY also agrees to execute the ORACLE Software SUBLICENSING AGREE -
610 MENTS contained in Exhibit G.
611
612 All license fees are included in pricing in Exhibit D and Agreement includes all
613 license agreements required to be executed by CITY.
614
615 18. WARRANTYAND REMEDIES
616
617 a. Warranties
618
619 For a period commencing on the date of System Phase Acceptance in accor-
620 dance with the acceptance terms as defined in Paragraph 5 - Acceptance, and
621 one year thereafter, CONTRACTOR warrants that (i) the software provided
622 by it under this Agreement shall perform in accordance with the Functional
623 Specification Document; and (ii) the services performed by it under this
624 Agreement shall be performed in accordance with the ordinary skill and care
625 which would be executed by those who are knowledgeable, trained and
626 experienced in rendering these types of services at the time such services are
627 performed. CITY has the right to make changes or modifications to the CAD
628 and RMS application software, without violating the application software
629 warranty. CITY will provide planned CAD and RMS application changes to
630 CONTRACTOR for review (at no charge to CITY). CITY recognizes that
631 changes made by CITY that adversely affect performance are not the CON -
632 TRACTOR responsibility. If CONTRACTOR is required to assist CITY in
633 resolving problems caused by CITY changes, CITY recognizes that CON -
634 TRACTOR may charge CITY at rates in effect for services performed.
635
636 CONTRACTOR warrants all Hewlett Packard hardware for a period of one
637 year from the date of System Phase Acceptance. Preventive maintenance for
638 Hewlett Packard equipment is included in this Warranty.
639
640 The equipment supplied under this Agreement will be new, not refurbished,
641 hardware. The hardware when shipped will incorporate all the manufacturer
642 required engineering changes that have been publicly released for equipment
643 in the approved configuration, and the hardware shall be in proper working
644 order and qualified for maintenance services by the manufacturer. The
645 software used for the system shall be the most current, applicable release
646 based on the approved configuration.
647
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648
CONTRACTOR warrants that critical application system performance will
649
not degrade to unacceptable levels of response time as defined in paragraph
650
5. CONTRACTOR will, at no additional cost to the CITY, correct perfor-
651
mance problems identified by CITY during the warranty and maintenance
652
periods including providing hardware upgrades as long as the system load
653
does not exceed seven year load volumes in the CITY's RFP.
654
655
THESE WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER
656
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, IN-
657
CLUDING, BUT NOT LIMITED TO ANY WARRANTY OF
658
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
659
AND ANY WARRANTY WHICH MAY ARISE BY REASON OF USAGE
660
OF TRADE OR CUSTOM OR COURSE OF DEALINGS.
661
662
b. Remedies
663
664
(1) Equipment - If, during the warranty period specified in Section a.,
665
above, CITY (a) discovers that the equipment provided by CONTRAC-
666
TOR under this Agreement is not in accordance with the express war -
667
ranty set forth in Section a. and (b) notifies CONTRACTOR, in writing,
668
of such, then CONTRACTOR shall, without charge to CITY be respon-
669
sible to repair or replace such equipment to the extent necessary to
670
correct such defects in a timely manner.
671
672
(2) Software - If, during the warranty period specified in Section a. above,
673
CITY (a) discovers defects in the software provided by CONTRACTOR
674
under this Agreement, such that the software will not perform in accor-
675
dance with the express warranty set forth in Section a., and (b) notifies
676
CONTRACTOR, in writing, of such defects, then CONTRACTOR
677
shall, without charge to CITY, correct such defects in a timely manner.
678
679
(3) Services - If, during the warranty period specified in Section a., CITY
680
(a) discovers that, the services performed by CONTRACTOR under this
681
Agreement had not been performed in accordance with the express
682
warranty set forth in Section a. above and (b) notifies CONTRACTOR
683
in writing of such faulty services, then CONTRACTOR shall, without
684
charge to CITY, re- perform such services to the extent necessary to
685
correct the fault therein in a timely manner.
686
687
(4) THE REMEDIES SET FORTH IN THIS SECTION b. ARE IN LIEU
688
OF AND EXCLUDE ALL OTHER REMEDIES AVAILABLE TO
689
CITY RELATING TO WARRANTIES FOR PRODUCTS AND SER-
690
VICES PROVIDED UNDER THIS AGREEMENT EXCEPTING
691
REMEDIES AVAILABLE AT LAW OR IN EQUITY.
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692 19. INDEMNITY
693
694 CONTRACTOR shall indemnify, defend and hold harmless CITY from and against
695 any and all claims, demands, suits, actions, proceedings, judgments, losses,
696 damages, injuries, penalties, costs, expenses (including attorneys' fees) and liabili-
697 ties of, by, or with respect to third parties, which arise solely from CONTRAC-
698 TOR's negligent performance of services under this Agreement. CONTRACTOR
699 shall not be responsible for, and CITY shall indemnify, defend and hold harmless
700 CONTRACTOR from and against, any and all claims, demands, suits, actions,
701 proceedings, judgments, losses, damages, injuries, penalties, costs, expenses
702 (including attorneys' fees) and liabilities of, by, or with respect to third parties,
703 which arise solely from CITY's negligence. With respect to any and all claims,
704 demands, suits, actions, proceedings, judgments, losses, damages, injuries, penal-
705 ties, costs, expenses (including attorneys' fees) and liabilities of, by, or with respect
706 to third parties, which arise from the joint or concurrent negligence of CONTRAC-
707 TOR and CITY, each party shall assume responsibility in proportion to the degree
708 of its respective fault.
709
710 20. EQUIPMENT COMPATIBILITY
711
712 CONTRACTOR agrees that the equipment, as proposed and provided by CON -
713 TRACTOR, will perform in accordance with the specifications and representations
714 stated in CONTRACTOR's proposal and this Agreement. This Agreement extends
715 to the performance of the equipment as a part of the total system, but not specifi-
716 cally to equipment in combination with products, elements, or components not
717 supplied by CONTRACTOR, except to the extent that CONTRACTOR is responsi-
718 ble for interfaces to specific other equipment or systems as described in this
719 Agreement.
720
721 21. NOTICES
722
723 Any notice required to be given by the terms of this Agreement shall be deemed to
724 have been given when the same is sent by facsimile with acknowledgment, or
725 deposited in U.S. mail, or certified mail, return- receipt requested, postage prepaid,
726 addressed to the respective parties as follows:
727
728 "CITY"
729
730 City of Newport Beach
731 Lt. Tim Riley
732 City Project Manager
733 Police Department
734 870 Santa Barbara Drive
735 Newport Beach, CA 92660
N'YB O WYD
3115/96 17
• •
736 Phone: (714) 644 -3660
737 Fax: (714) 644 -3693
738
739 "CONTRACTOR"
740
741 PRC PUBLIC SECTOR INC.
742 12005 Sunrise Valley Drive
743 Reston, Virginia 22091
744 Attn: Linda Rauner
745 V.P., Contracts
746 Phone: (703) 264 -5412
747 Fax: (703) 264 -5595
748
749 21. VALIDITY
750
751 The invalidity, in whole or in part, of any provision of this Agreement shall not
752 void or affect the validity of any other provision of this Agreement.
753
754 23. GOVERNING LAW
755
756 This Agreement shall be governed according to the laws of the State of California.
757
758 14. INSURANCE REQUIREMENTS
759
760 a. Workers' Compensation
761
762 CONTRACTOR shall, at its own cost and expense carry and maintain
763 statutory Workers' Compensation Insurance and Employer's Liability with
764 limits no less than One Million Dollars ($1,000,000) with an insurance
765 carrier licensed to do business in the State of California to CITY for any and
766 all persons employed by CONTRACTOR directly or indirectly in or upon
767 said Agreement.
768
769 b. General and Automobile Liability
770
771 CONTRACTOR shall at its own cost and expense maintain liability insur-
772 ance for the period covered by this Agreement in an amount no less than One
773 Million Dollars ($1,000,000) per occurrence combined single limit coverage.
774 Such coverage shall include, but not be limited to, protection against claims
775 arising from bodily and personal injury, including death resulting therefrom,
776 and damage to property resulting from activities completed under this Agree -
777 ment, including the use of owned and non -owned automobiles. Such insur-
778 ance shall be with insurers licensed to do business in the State of California
NPB ^^..Tf WPD
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781
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784
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820
821
822
E
0
and shall provide written notice that must be given to CITY at least thirty
(30) days prior to cancellation or material change.
(1) Policy shall cover on an occurrence basis, and not on the basis of an
"accident" or "claims made."
(2) Policy must cover personal injuries as well as bodily injuries. Exclusion
of contractual liability must be eliminated from personal injury endorse-
ment.
(3) Policy must cover complete contractual liability. This may be provided
by amending the definition of "incidental contract" to include any
written agreement.
(4) CITY and its officers, agents, and employees shall be Named Insured,
and the policy shall stipulate that this insurance will operate as Primary
Insurance and that no other insurance maintained by CITY will be called
upon to contribute to a loss suffered by CONTRACTOR hereunder.
(5) The policy must contain a Cross Liability or Severability of Interests
clause.
(6) Broad form property damage liability must be afforded.
C. Professional Liability
The CONTRACTOR shall at its own expense carry and incur professional
liability insurance at one million dollars per occurrence.
25. PRODUCT ORDERINGAND INSTALLATION
NPB 0 ,WPD
3/15/96
Prior to product ordering (both hardware and software), CITY and CONTRACTOR
will review the system configuration components to identify opportunities to
benefit from configuration changes.
Installation of the Hardware provided under this Agreement will be the CON -
TRACTOR's responsibility and will be performed with minimum disruption to
CITY or CITY's day -to -day business operations. CONTRACTOR will coordinate
all installation activities with CITY and utilize professionally recognized installa-
tion practices. CONTRACTOR will furnish any necessary materials and small
components to effect a finished, workmanlike installation according to standard
industry practice. CITY will provide all installation facilities including space,
electrical power with appropriate receptacles, and air conditioning in accordance
with the site installation specifications furnished by CONTRACTOR to CITY in
19
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826
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844
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859
860
861
862
863
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0 0
the Site Preparation Plan. Sign -off is required by CONTRACTOR that the site is
acceptable prior to installation of the equipment. CONTRACTOR will configure
the system, perform system definitions, and, at an appropriate time, train the City in
the sign on/sign offibackup and system management procedures.
26. DELIVERY, TITLE, AND RISK OF LOSS
The Hardware and Operating System software shall be shipped by CONTRACTOR
F.O.B. Newport Beach, California in accordance with a mutually agreed delivery
schedule which for central site hardware shall not be more than 30 days prior to
installation of system phase software. CONTRACTOR will provide reasonable
notice to CITY of the scheduled shipment date for each item of Hardware. Title to
equipment and license to use the operating system shall pass to CITY upon full
payment. CONTRACTOR shall prepay freight expenses, as identified in this
Agreement.
27. INTERFACE WITH OTHER VENDORS
CONTRACTOR agrees to cooperate with other vendors performing data process-
ing services for CITY. For interfaces within this Agreement, CONTRACTOR
specifically agrees to provide interface specifications deemed necessary for
interface with, or data exchange and conversion from, other vendors' equipment and
software systems. This shall not be construed, however, as implying that CON-
TRACTOR will provide unlimited documentation to other vendors or that special
programming services will be provided. Each instance would have to be negotiated
consistent with the CONTRACTOR's right to protect its proprietary software and to
be reimbursed for work not specified in this agreement.
28. APPROVAL OFMAJOR SUBCONTRACTORS /SUPPLIERS
"B _W WPD
3/15/96
CITY reserves the right of prior approval of any major subcontractor or supplier
selected by CONTRACTOR, which will not be unreasonably withheld. Major
subcontractors /suppliers shall be defined as those whose products or services
exceed $10,000 in value.
CITY approves the following subcontractors /suppliers:
Hewlett Packard Corporation
Oracle Corporation
Dell
S & J Sales
20
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867
868
869
870
871
872
873
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890
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895
896
897
898
899
900
901
902
903
904
905
29. SOURCE CODE
Current source code un- encrypted and in machine readable format and related
software documentation for all the CONTRACTOR's Computer Aided Dispatch
(CAD) and Records Management Systems (RMS) application software installed at
CITY including interface software will be provided to CITY along with all appro-
priate compilers and is included at no additional costs to CITY. CITY will not
have access to the source code of the Operating System Dependent Library (OSDL)
or the Common Core Network Architecture (CCNA). Source code for OSDL &
CCNA will be placed in escrow by CONTRACTOR at no additional cost to CITY
through the warranty period. The source code trustee is Data Securities Interna-
tional, Inc., San Diego, California. If CONTRACTOR is ordered by a court of
competent jurisdiction to liquidate, said source code will be made available, upon
written request by CITY, in accordance with the License provisions of this Agree-
ment.
30. DISASTER RECOVERY
In the event of a disaster or accident that impairs operation of the systems pur-
chased under this Agreement, CONTRACTOR shall use its best efforts to help
CITY restore operations as soon as possible. Such services will be provided at
CONTRACTOR's prevailing rates. CITY will provide the current software
installed and operational to CONTRACTOR on an annual basis at no cost to
CONTRACTOR or CITY.
31. CONTRACTOR PERSONNEL
NPB 0046 WPD
3115196
CONTRACTOR shall assign only competent personnel to perform services
pursuant to this Agreement. CONTRACTOR shall identify a dedicated, but not
full -time, Project Manager to this project, subject to CITY approval. CITY shall
have the right to approve any CONTRACTOR's requested change of Project
Manager. CONTRACTOR'S Project Manager for this project is Andy Kessler.
CITY's Project Manager retains the right to request the removal of
CONTRACTOR's personnel from the project by giving written notice to CON-
TRACTOR. If, in the opinion of CITY's Project Manager, a CONTRACTOR staff
person has not achieved the appropriate professional working relationship with
CITY's project staff, CONTRACTOR will have ten (10) business days from the
receipt of written notice to resolve the problem to CITY's Project Manager's
satisfaction, or replace the staff person in question.
11
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0 0
32. CITYRESOURCES REQUIRED
NPB O .WD
3/15/96
This Agreement is based on CITY providing the following services and facilities in
support of system implementation:
Project Management - Designate a Project Manager who will be the single
point of contact for CONTRACTOR and who will be responsible for coordi-
nating the efforts of CITY, CITY's consultant, other contractors, and any
other necessary agencies such as County government agencies, the telephone
company, and the Mobile Data and radio vendor.
Site Preparation - Provide all electrical, air conditioning, and any other
facility installation or modification requirements as designated in the Site
Preparation Plan.
Communications Equipment and Services - Provide and install all
communication lines, modems and telephone equipment for external com-
puter systems not supplied by CONTRACTOR. Telecommunications lines
will not be provided sooner than thirty (30) days prior to planned hardware
installation and testing by CONTRACTOR.
Work Space - Provide CONTRACTOR with suitable work space convenient
to the computer sites including desks, chairs, local telephone, parking (where
possible) and other related facilities.
Data Files Construction - Provide clerical, data entry, and related services
for the creation of all special CITY - specific files and tables.
Access to CITY Facilities - Arrange for development and installation person-
nel of CONTRACTOR and/or its Subcontractors to have access to applicable
CITY facilities as required. This shall include providing CONTRACTOR
personnel with access to the computer room and dispatch center 24 -hours a
day, 7 -days a week.
Training Facilities - CITY will provide a location and necessary furniture to
support initial and end -user system training. CONTRACTOR will provide
cabling to the training location.
Vehicles - CITY will provide all installation of Mobile Data equipment in
CITY vehicles.
Supplies - Provide all computer related supplies including magnetic tape,
ribbons, paper, toner cartridges, etc., as necessary.
22
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953
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957
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961
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976
977
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983
984
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986
987
988
989
990
991
992
33. EQUAL OPPORTUNITY EMPLOYER
CONTRACTOR warrants that it is an Equal Opportunity Employer and has an
Affirmative Action Program in effect. The Affirmative Action Statement is
included in CONTRACTOR's proposal.
34. SURVIVAL
All licenses, promises of confidentiality and indemnities shall survive the termina-
tion of this Agreement. Warranties shall survive according to their term.
This is a fixed price contract and all services and equipment will be provided as
stated herein. If CITY requests additional equipment and/or services, said requests
will be addressed in accordance with Paragraph 3, Changes.
36. CONVERSION
CONTRACTOR will provide data entry transaction/data files programs required to
enter data into system files if manual data is determined by mutual agreement to be
the most appropriate means of data conversion. Except as provided for in this
Agreement, CONTRACTOR will develop on a fixed fee or time and materials basis
according to the rates defined in Paragraph 46 - Additional Support, automatic
system -to- system conversion programs where practical.
37. CONFIDENTIALITY OF CITY INFORMATION
All confidential information and data relating to CITY & CONTRACTOR opera-
tions shall be and remain confidential and shall not be disclosed to any other third
party unless required by law. Upon termination, both parties shall return any
confidential material obtained. CONTRACTOR shall provide written notice to
CITY of confidential material. This provision shall survive the termination of this
Agreement.
38. PROJECT STATUS MEETINGS
CONTRACTOR agrees to conduct periodic project status meetings to be held at
CITY's premises from the date of this Agreement to Final Acceptance of all
Systems Phases. The frequency of these meetings shall be mutually agreed upon
but no less frequent than monthly. CONTRACTOR agrees to submit monthly
status reports covering such items as progress of work being performed, milestones
attained, problems encountered, corrective actions taken and project financial
NPB 00"M D
3/15/96 23
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994
995
996
997
998
999
1000
1001,
10021
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1006
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1008
1009
1010
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1016
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1021
1022
1023
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1025
1026
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1028
1029
1030
1031
1032
1033
1034
0
status. Each progress report will include status and milestone progress of all
subcontracted work.
39. ADDITIONAL EQUIPMENT
Subject to Paragraph 3, Changes, CITY may purchase additional equipment or
upgrade its current equipment under the terms and conditions of this Agreement, by
the issuance of a purchase order or similar document. Acceptance by CONTRAC-
TOR of a purchase order or similar document shall act as an amendment to this
Agreement. Any conflicting terms and conditions of such a purchase order or
similar document which conflict with this Agreement shall be of no force or effect.
40. RIGHT TO MAKE COPIES
CITY has the right to make as many copies of the CONTRACTOR's written
application system documentation as necessary for its own internal use except as
prohibited by copyright restriction. CITY agrees that authorized copies will
contain any trade secret notice found in the original document. CITY also retains
the right to make copies of the CONTRACTOR's software programs and docu-
mentation in accordance with Paragraph 17 - License.
41. PRODUCT DEMONSTRATIONS
CONTRACTOR shall, at a mutually agreeable time and as defined in the Imple-
mentation plan, conduct functional demonstrations of the CAD and RMS modules
including software, functions, features, screens, inquiries, on- screen reports, tables,
validation checking, and similar capabilities of the base modules prior to beginning
of the Functional Specification Document activity for each System Phase. CITY
recognizes that the demonstrations will not be based on CITY specific data or
functions. Neither such demonstration shall exceed two days in duration.
42. TITLE
�B n ,WD
3/15/96
CITY will acquire good and clear title to each item of computer hardware upon
payment of the entire hardware purchase price for that item of hardware. CON-
TRACTOR agrees that operating system software licensed to CITY shall be free
and clear of all liens and encumbrances, except the ownership right of Hewlett
Packard in and to the Operating System Software. CITY will acquire a good and
clear non - exclusive, non - transferrable, non - assignable, perpetual license to use the
Application Software in accordance with the provisions of this Agreement, free and
clear of any liens, encumbrances, charges, duties, and assessments.
24
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43. DOCUMENTATION
CONTRACTOR will provide documentation as detailed in CONTRACTOR's
proposal dated December 16, 1994. Electronic forms of documentation will be
provided as available in Word format.
44. IMPLEMENTATION PLAN
CONTRACTOR will develop, and CONTRACTOR and CITY will mutually agree
upon a more detailed Implementation Plan. CONTRACTOR will provide a
detailed preliminary implementation plan within thirty (30) days after Agreement
execution. In addition, CONTRACTOR will provide a detailed update to the
System Implementation Schedule, Exhibit E.
45. APPLICATION SOFTWARE TRAINING
CONTRACTOR agrees to provide Training Services for the Application Software
in accordance with CONTRACTOR's proposal dated December 16, 1994 as
modified by this Agreement.
46. ADDITIONAL SUPPORT
Any additional support to be provided on a time and material basis and not de-
scribed in this Agreement will be billed at the then current CONTRACTOR rates
which shall not exceed the rates shown below subject to a ten percent (10 %) annual
increase to be applied annually and for the first time on January 1, 1997.
• Project Manager
• Senior Programmer
• Programmer /Analyst
• Trainer
$140/hour
$110/hour
$ 80/hour
$ 80/hour
Any out -of- pocket expenses to be billed will be at actual cost plus 13% general and
administrative overhead.
47. ORDER OF PRECEDENCE
rive ooa "D
3/15/96
In the event of a technical conflict in interpretation between any of the applicable
Agreement documents specified below, and all of which are hereby incorporated by
reference, any such conflict will be resolved by giving precedence in the following
order most recently dated document first:
a. Functional Specification Document upon approval by CITY;
b. Implementation Plans upon approval by CITY
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• •
C. This Agreement and any Exhibits, Attachments or Amendments;
d. Correspondence between CONTRACTOR, CITY and/or its agents (particu-
larly The Warner Group) dated later than December 16, 1994 (as identified in
Exhibit B);
e. CONTRACTOR's proposal dated December 16, 1994
f. CITY's RFP dated October, 1994 and subsequent Addenda.
48. PAYMENTAPPROVAL PROCESS
Payment will be made subject to the following process:
• CITY and CONTRACTOR project managers will review items delivered
• If CITY approves deliverable, approval will be provided on written CON-
TRACTOR sign -off form
• CONTRACTOR will invoice monthly based on approved sign -off forms
received from CITY
• CITY will make payments based only on approved sign -off forms prior to
month -end.
• CITY will make payment within 30 days after receipt of invoice from
CONTRACTOR
49. SECURITYCHECK
CONTRACTOR agrees that each of its employees, subcontractors, consultants and
principals /owners involved in the project may, at the option and expense of CITY,
be subject to a security check, at any time. CITY retains the option to require the
removal from the CITY premises of any employee, subcontractor employee or
other person it deems inappropriate for any reason whatsoever for placement in a
public safety environment.
50. NON APPROPRIATION OF FUNDS
CITY may terminate the Agreement without any obligation, except as set forth
herein, by giving CONTRACTOR thirty (30) days written notice if any of the
following events occur: (i) CITY fails to appropriate funds for, or receive an
appropriation of funds for, the Agreement for any fiscal period during the appli-
cable Agreement Term, (ii) all funds appropriate for payments due under the
Agreement have been exhausted, (iii) such failure to appropriate or receive such
appropriation of funds occurred after CITY's good faith effort to request and obtain
funds.
NPB W WPD
3/15/96 26
1120
1121
1122
1123
1124
1125
1126
1127
1128
1129
1130
1131
1132
1133
1134
1135
1136
1137
1138
1139
1140
1141
1142
1143
1144
• •
51. ENTIRE AGREEMENT
This Agreement, including all Exhibits and all specified documents listed in para-
graph 47, Order of Precedence or elsewhere in this Agreement, represents the entire
and integrated agreement between the parties hereto and supersedes all prior and
contemporaneous negotiations, representations, understandings and agreements,
whether written or oral, with respect to the subject matter hereof. This Agreement
may be amended only by written instrument signed by the parties hereto.
CITY OF NEWPORT BEACH
Title: / k�v
Signature:
Approved as to Form
Title:
"B 004 D
3/15/96
PRC PUBLIC SECTOR INC.
l�
0
27
0 0
AGREEMENTBETWEEN
CITY OFNEWPORT BEACHAND PRC PUBLIC SECTOR, INC.
TABLE OF CONTENTS
EXHIBITS
EXHIBIT A -
MILESTONE PAYMENT SCHEDULE
EXHIBIT B -
INCORPORATED CORRESPONDENCE
EXHIBIT C -
AGREEMENT DELIVERABLE ITEMS
EXHIBIT D -
PRC CONFIGURATION PRICING
EXHIBIT E -
SYSTEM IMPLEMENTATION SCHEDULE
EXHIBIT F -
PRC MASTER MAINTENANCE AGREEMENT
EXHIBIT G -
ORACLE SUBLICENSE AGREEMENTS
EXHIBIT H -
HEWLETT PACKARD WARRANTIES AND LICENSES
II
1
!1
I
1 -1
.1
1
1
i
c
1
1
1
1
11
1
0
EXHIBIT A
MILESTONE PAYMENT SCHEDULE
THE WARNER GROUP
0
EXHIBIT A -MILESTONE PAYMENT SCHEDULE
This Exhibit defines the milestone payment schedule by System Phase for the project.
The hardware purchase price, application software license fees and the hardware and
application software maintenance fees shall be paid by the CITY to CONTRACTOR as
follows:
Payment Terms for Phase I CAD - The purchase price shall be paid by the CITY
according to the following schedule for Phase I:
Hardware & Operating System Software - The purchase price of the hardware
and system software when Hardware and Operating System Software is installed,
client signs the CONTRACTORlHP field engineering certification indicating
that the system is ready for use.
Software and Services - Payments for the CAD and MIS applications and related
software including mobile data interface as defined in Exhibit D shall be made
according to the following schedule:
% of Application
Modules Price
Completion of the Product Demonstration and 15%
Acceptance of Phase I CAD, MIS and Mobile
Data Functional Specification Document
2. Installation and Testing of Modified CAD, 20%
MIS and Related Application Software
3. Installation and Testing of Interfaces, and 15%
Completion of System Testing. Functional
Testing and Load Testing
4. Completion of System Manager Training and 10%
User Training
CAD and MIS Phase Live
MB W38,W D
3/15/96
20%
Exhibit A -1
% of Application
Modules Price
6. Acceptance of CAD, MIS and Related 20%
Application Software and Interfaces and
Delivery of all CAD and MIS Documentation
as referenced in Exhibit C
100%
Payment Terms for Phase II - Police RMS - As applicable and for any additional
hardware, system software and/or peripherals upon a written agreement between the
CITY and CONTRACTOR as to the start of Phase:
Hardware & O egg System Software -The purchase price of the Hardware
and Operating System Software as specified, shall be due and payable thirty (30)
days following the date the Hardware and Operating System Software is
delivered and installed.
SQ/tware and Services - Payments for each RMS Application software module
including modifications and interfaces (e.g., Mobile Data) as defined in Exhibit
D shall be made according to the following schedule:
% of Application
Modules Price
Completion of the Product Demonstration and 15%
Acceptance of Phase II RMS Functional
Specification Document
2. Installation and Testing of Modified RMS and 20%
Related Application Software
3. Installation and Testing of Interfaces and 15%
Completion of System Testing. Functional
Testing and Load Testing including Mobile
Data interface to RMS
4. Completion of System Manager Training and 10%
User Training
5. RMS Phase Live 20%
WB W38 WD
3115196 Exhibit A - 2
% of Application
Modules Price
6. Acceptance of RMS Application Software and 20%
Interfaces including Mobile Data and Delivery
of all RMS Documentation as referenced in
Exhibit C
100%
CONTRACTOR shall submit invoices based upon the events described above, and
subject to the Payment Approval process defined in Paragraph 48.
Application Software Maintenance - Unless otherwise selected by the CITY, the
initial payment of the Application Software maintenance fee is due after the
expiration of the application phase (CAD or RMS) - one year software warranty
period.
Hardware Maintenance - The initial payment of any non - Hewlett Packard
hardware maintenance fee is due after the expiration of the one year hardware
warranty period.
"D W38. WPD
3115196 Exhibit - 3
'I
rl
i�
03/06/96 • Newport Beach PD •
Payment Schedule
Phase ICAD
Milestone Percentace Amount
Hardware and Operating System' Software $316,765
Hardware - installation & certification 100% $316,765
Total 100% $316,765
Application Software and Services
$385,629
1 Completion of the Product Review and
15%
$57,844
Acceptance of Phase I CAD, MIS and Mobile
Data Functional Specification Document
2 Installation and Testing of Modified CAD,
20%
$77.126
MIS and Related Application Software
3 Installation and Testing of Interfaces, and
15%
$57,844
Completion of System Testing. Functional
Testing and Load Testing
4 Completion of System Manager Training and
10%
$38,563
User Training
5 CAD and MIS Phase Live
20%
$77,126
6 Acceptance of CAD, MIS and Related
20%
$77,126
Application Software and Interfaces and
Delivery of all CAD and MIS Documentation
as referenced in Exhibit C
Total
100%
$385,629
Phase I - CAD Total
$702.394
01856
H -1
PRC Proprietary Information
P - 4-
03/06/96 •
Newport Beach PD •
Phase II - RMS
Milestone
Percentace
Amount
Hardware and Operating System Software
$59,006
Hardware - installation & certification
100%
$59,006
Total
100%
$59,006
Application Software and Services
$584,489
1 Completion of the Product Review and
15%
$87,673
Acceptance of Phase 11 RMS Functional
Specification Document
2 Installation and Testing of Modred RMS
20%
$116,898
and Related Application Software
3 Installation and Testing of Interfaces, and
15%
$87,673
Completion of System Testing. Functional
Testing and Load Testing including Mobile
Data interface to RMS
4 Completion of System Manager Training and
10%
$58,449
User Training
5 RMS Phase Live
20%
$116,898
6 Acceptance of RMS Application Software and
20%
$116,898
Interfaces includign Mobile Data and Delivery
of all RMS Documentation as referenced in
Exhibit C
Total
100%
$584,489
Phase II - RMS Total
$643,495
Total Costs
$1,345,889
M 1856
H -2
PRC Proprietary Information
0 0
EXHIBIT C
AGREEMENT DELIVERABLE ITEMS
THE WARNER GROUP
0
0
EXHIBIT C - AGREEMENT DELIVERABLE ITEMS
The City of Newport Beach is acquiring and having implemented a turnkey, comprehensive
integrated Police CAD and RMS Public Safety System from and by CONTRACTOR and its
associated subcontractors.
The services being provided under this Agreement include, but are not limited to the
following:
• Design, development, installation, and testing (functional, integration and load) of all
software being provided including completion of Functional Specification Document.
• Procurement, installation, and testing of all hardware being provided (CONTRACTOR
and other third party hardware).
• Development and execution of user and technical operations /system training on all
hardware and software being provided prior to operational cutover.
• Project management and coordination efforts required to implement the total system
being acquired.
• Building/converting, installing, testing and training of the system Geofile.
• Provision, installation, testing and labeling of all cabling required for system.
• Coordination and management of all subcontractors and associated services.
• Design, development, installation, testing and training of all external system interfaces
defined within the contract including but not limited to E9 -1 -1, CLETS/NCIC, incident
reporting, Mobile Data, JMS, etc.
• Provision, installation, testing and training on all Contractor related PC products and
services.
• Software customization and data conversion as identified in this Agreement and the
Functional Specification Document.
• System testing and acceptance procedures as identified in this Agreement and the
Functional Specification Document.
N B 0038 WPD
3115196 Exhibit C- I
• Provision of all user and available technical documentation of each component of the
system.
• Development of all associated Agreement related documents including but not limited
to Implementation Schedule, Site Preparation Plan, Training Manuals, Functional
Specification Document, User Manuals, Project Status Reports, and available technical
specifications on all equipment provided.
• Coordination of third party hardware and application software maintenance and support
during system installation and third party hardware and software system warranties as
agreed upon in this Agreement and the Functional Specification Document.
• Provision of third party hardware and application software maintenance via mainte-
nance agreements as defined in this Agreement.
System being provided includes but is not limited to:
• System Configuration as defined in Exhibit A
• Computer Aided Dispatch for Police with MIS
• Police Records Management
• External Interfaces /Switches
- E9 -1 -1
- TDD
- NCIC /OCATS /CLETS
- Timebase
- Radio PTT Interface
- State /Federal Reporting (IBR, etc.)
- GIS Software Interface
- Autodial
- Mobile Data interface
- JMS interface
• Bar Code Readers for Property and Evidence
• Geofile Build using City Genasys data as source
The following defines the Agreement Deliverable items by System Phase:
SYSTEM PHASE I - POLICE CAD
Phase Definition
Agreement deliverable items to be provided under System Phase 1 include items of
hardware, software and services to develop and deliver all of the items defined as
Police Phase I items in the RFP which generally includes all CAD & MIS basic func-
tions and interfaces as well as items of hardware, software and services to develop and
NM -W38 "D
3175196 Exhibit C - 2
deliver the Mobile Data interface to the City of Brea Mobile Data system and Mobile
Data interfaces for CAD functionality.
Deliverables - Documentation and Meetings
At a minimum, the following items will be delivered as a part of this System Phase:
• Functional Specification Document Schedule
• CAD, MIS and Mobile Data Functional Specification Document (as built)
• Implementation Plan and Schedule
• Site Preparation Plan
• System Operations /Administration Manual
• CAD Training Plan
• Training Materials
• System Test Plan
• CAD System Pocket Reference Guide
• CAD Programs in loadable form (plus source code)
• CAD interfaces in loadable form (including mobile data) plus source code
• CAD Geofile
• Monthly Project Status Reports
• Project Status Meetings (twice per month)
Deliverables - Hardware. Software and Services
The hardware, system software, application software and services to be provided in this
System Phase are defined in detail including model number, description, quantity and
price in Exhibit D.
SYSTEM PHASE H - POLICE RECORDS AIANA GEMENTAPPLICA TION MODULES
Phase Definition
Contract deliverable items to be provided under System Phase II include items of
hardware, software and services to develop and deliver all of the items defined Police
Records Management System in the RFP including interfaces to CDI Jail Management
system and Mobile Data interface to RMS.
Deliverables - Documentation
The following items will be delivered as a part of this System Phase:
• Implementation Plan and Schedule
• RMS Functional Specification Document (as- built)
• System Operations /Administration Manual Updates
NPe_0018. WPD
3115/96
Exhibit C- 3
I
• RMS Training Plan
• System test plan
• Training Materials
• RMS Program and Interface Updates (including Mobile Data)
• RMS Program Source Code Updates
• Monthly Project Status Reports
• Project Status Meetings (twice per month)
Deliverables - Hardware, Software and Sery ices
The hardware, system software, application software and services to be provided in this
System Phase are defined in detail including model number, description, quantity and
price in Exhibit D.
NH M&WPD
3115196 Exhibit C - 4
_J
0
EXHIBIT H
HEWLETT PACKARD
WARRANTIES AND LICENSES
THE WARNER GROUP
EXHIBIT H - HEWLETT PACKARD WARRANTIES AND LICENSES
Hewlett Packard Warranties, Licenses follow.
NP9 W38 WPD
3/15/96
Exhibit H - I
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HP MAINTENANCE
DESCRIPTION
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HP SOFTWARE UCENn TERMS Mdibit E36
1. OEFINMONS
a) "software" is one or more prograoa, capable of operating on a cxmputsr, processor, or controller
which is either listed Separately u a software Product on the price List, included with another
Product an the Price List, or fired in hardware and not removable in normal Operation.
h) "use. Mana staring, loading, Mr-oldling, executing, or displaying softvarw an a computer.
processor or controller, or making a copy of software for archival or backup purposes only.
o) - products" include hardware, software, options, documentarian, sccescries, supplies, spare parts
and upgrades *A of* price List on the date lea receives Customer's order,
2. LICENSES
a) In return for the associated food HP grants Mstaser a eon- exnlusive license to nee one copy of
the software listed in Customer -a order in conforaamas with the applicable software License
specified in the Price Lint. Hp's Standard doftwasw Lieensas are described below. other types of
Software Licenzon may be made availsblu for some software, if me lima" is specified for
software, than in return for tho applicable tee, NP 6radt0 Uuotemler a IAOease to Use one copy of
the da£Ewars on one computer, processes or controller at any one tine.
SYSTM Customer may use the Software at any one time,
1) on any me computer or processor (iaelo system License):
2) on any one of a class c: sOmputara or pzOadi rG (Claso License) , or
7) on a single, registered compacer or processor (Nodelocked License) .
dome system licences soy be limited to a maximum Amber of score ae described in the Price Liet.
CCHCMU;JMIT USSR, an ideneif Led mumhor of users may use the Software concurrently at any tiro.
T1200 RYn Customer may UN the sOdtwsre only for an identified period of time.
HUNTINSI Customer may Use Only the execution features of the software and nave of its program
development features.
Hp granta 00 Customer a 13c mat to Use software fixed in hardware and not removable in normal
operation only when operating rho associated product in the configuration in which that product
is sold by HP or subsequently upgrade by )W- Customer may transfer Software fixed La hardware and
not rMavable in normal gperatLO, only upon transfer of the associated hardware product -
The following livaoeas are available for Selected 6oftware it So Lodicataa on the price List and
upon payment of the applicable tee.
Customer may make and use one copy of that software licensed directly from Hp;
Customer may sublicense one copy of the Software to an end -user for its vac or sublicense one
dopy of elm Software to an HP authorised resells, for subsequent distribution to an God -user
row its Cos. These oublicenaea must incorporate the term of thin licaaes in a written and
binding subllcanaing agreement, which wi11 be made available to HP upon request.
Use authorization(a) for Software will apply to copies of that Software made under thOSa 11COne0l,
9. GENERAL UCENSE TERMS
a) custamar's 11.emnne does not include the tight to updates, upgrades nr other enhancements, HP
reserves the right to require an additional license and fee for Use of the Software On upgraded
• avmputmro, proaossers, or controllers.
b) daftwore bundled with a hardware product may be used only with that hardware Product in the
configuration in which that product is Sold by HP or subsequently upgraded by HP.
Eat Pass I
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MAR- 18 -19% 12:26 PROM PRE: iNC PROCUREMENT TO 11145 _y'r6 -.bbS /boa
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HP S0M WARE LICENSE TERMS ERhfblt Fa98
c) Cgotomar'a license confers me title or ownership in the software and no rights in any a0mociated
source code, and is not construed as a sale of any rights So Software.
d) LVMMt msy not dif&4660 0 Or asmsmplle the Software unless Hp's prior written moment is
either obtaimd or not required by law. Upon request, Customer will provide H1 with reasonably
detailed information regarding any dinaadembly cc doaammilation.
a) Cwetomer'a satire license in Software is transferable subject to HP'a prior written 4utheri5at40n
and payment to HP or any applicable transfer lees. Cnatoner will immediately upon transfer
deliver all oopies of the software to the party to wham HS has eutherired transfer of Customer',
license. The transfarea nuat agree in writing to the terms at Customer'■ license. All liaenes
terms will be binding on involuntary trmonferees. Cuetommr4s Sioonae will automatically terminate
upon any transfer.
f) Any third party supplier of software may protect its rights agaiast infringemeot of ita copyright
and violshione of Cuatemer's Licence.
g) Hp may SosmiRAN Watamar -■ or any transferss's or any sabliC*neee'S license in Softwaza upon
notice fax failure to damply with any applicable lioenae terms. to the event of termination of
cameamer4a license for any othar seamen, Customer will destroy Or return to RP the software and
all copies of the software immediately an termination. Customer will remove and destroy all
copies of the software It= may adaptation into which they are merged, accept for individual
pieces of Customer data in a related database. with HP'e vrictan concont, Customer may retain
one copy of the Software subatquent to termination for archival purpoees.
h) In this clause oh Lioddaoe to the v.s. govarnment, the term "cumtomar'. means HP's direct
purchaser, any entity sublicenaing the Software, and the and•uset.
1) If Software is licensed for nee in the performance Of a V's 9overnment prime contract or
subcontract, CUetemer agrees that Software has been doveloped entirely at private erpanaa.
Cudtedar agrees that software. and any derivatives or modifications, is adaquataly marked
when the Reetricta4 Rights lwgand below is affixed to the Software or to its atoraga media and
is pergeptula directly or with the aid of a machine or device. Customer agroe4 to
conspiguouSly put the fallowing legend an the Software media with Cuscomer's name and addseas
added below the notice:
RrSTaiCTLU R%MTS LLOSHD
Use, duplication or disclosure by the v.s. woveroment is subject to restrictions ae set
forth in subparagraph (C) (1) (ii) of the Rights in Technical Data And Computer Software
clause in DFARS 262.777 -7011.
Hewlett- Packard Company
3000 Hanover Street
Palo Alto, CA 94304 U.S.A.
Rights far non -cap U.S' Ooverarmt; Departments and agencies are as set forth in PAR 52.227.19
(v) 11,2).
Copyright (a) 15p_ RaWlett- padkard Company. All Rights Reserved
2) Custoau: further agree* that software is delivered and licensee as mCoamerdiel Computer
softwares as defined in Man 252.211- 7013, or mrmatriotod Computer eeftwarem am defined in
FAR 52.727 -1e (or any equivalent agency regulation Or contrast olaW*) with only the specific
rights in subparagraph (a) (2)4 if used, raspedtively, in the performance of a DeparteAnt Of
Dofsnse or non-Department of Defunao V.S. wovarAmast contract.
i) any term of this Agreement which io held to be invalid will be Belated. but the remainder of the
agreement will not be affected.
Page P
Re=dw Daum 01 -jiWi 8s RCTIEdGM Nmmbe[ 0
VV1R -1 B -1996 12:26
HEWLETT
PACKARD
FROM PRC INC PROCUREMENT
0
HP SOFTWARE UMSE TERMS
TO
40
17145439765 P.004/004
J) Neither party may assign any rights or obligations without prior written GMS*nv Of the other
paXty-
k) Customer who exports Products aeaumoe reSpenetbilify for eomplyinp with applicable laws and
regulations and for obtaining required export and import authorizations. Customer will not 0"port
Or ra- 0%port the Software, any copy or adaptation, or any technical data Am violation Of any
applicable laws or regulations.
11 Aoy disputes ariaing in aonnactiob with this Agratment will be governed by the laws of
California.
M) Theca up software Lidamee Terms atperlode any previous communications representattoas or
agreement■ between the parties, whether oral or written, regarding transactions hereunder.
Customer's additional or different tarma and enoditions will not apply.
Sffactiva the _ day of , lf_
AORNIM To.
AGRIND TO'
custoner,
m
xp:
Authorized Representative Signature
Authorized Reprosentative Signature
Name,
NameI
TAtlam
Tltle,
Address.
Addrasai
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Ntvlslai Datt OS�am -1999 on Number 0
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TOTPL P.004