HomeMy WebLinkAboutC-3692(B) - Integrated Law and Justice Project; Develop an Implementation Plan for Phase 3Pagel of23
AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH
AND DELOITTE CONSULTING LLP TO PROVIDE IMPLEMENTATION SERVICES FOR THE
OCILJ RECORDS MANAGEMENT / CASE MANAGEMENT DATA SHARING PROJECT
THIS CONTRACT is made and entered into this?6L day of February 2005 by and between the CITY OF
NEWPORT BEACH, a municipal corporation (hereinafter called the "CITY "), and DELOITTE
CONSULTING LLP, 2868 Prospect Park Drive, Sacramento, California 95670 (hereinafter called "DC ")
and is made with reference to the following:
I"IX41114"cl
A. CITY is a municipal corporation duly organized and validly existing under the laws of the State of
California with the power to carry on its business as it is now being conducted under the statutes of
the State of California and the charter of the City;
B. DC is a limited liability partnership organized and existing pursuant to the laws of the State of
Delaware;
C. In 1996, law enforcement executives throughout Orange County organized to establish the Orange
County Integrated Law and Justice Project ( OCILJ), a countywide effort to integrate the diverse
information systems of all criminal justice agencies in the County. This multi -phase project is
designed to establish common data systems and processes, facilitate communications among the
various police and criminal justice system agencies, increase efficiency in utilization of scarce
resources, and reduce duplication of effort. A Strategic Plan for implementation of the project phases
is in place, and funding is provided through federal grants. DC provides consultant services on the
OCILJ Project.
D. Effective March 9, 2004, the City was designated as the lead agency and grant administrator for the
monies allocated by the federal government pursuant to a COPS MORE grant for the OCILJ
Project. These grant monies are held by City on behalf of the OCILJ Steering Committee. The
OCILJ Steering Committee, chaired by Chief of Police Bob McDonell of Newport Beach, makes
decisions on how these funds are distributed.
E. A critical phase of the OCILJ Project involved the development of a technical and operational
solution to enable the Justice agencies in the County to share information with each other from their
records management systems and related databases, and to provide a set of tools that can be used to
analyze the data in those systems across jurisdictional boundaries. DC assisted the OCILJ Committee
obtain a vendor, Knowledge Computing Corporation, to design and provide a Records
Management/Case Management (RMS /CMS) data sharing system. CITY desires to hire DC to
provide ongoing implementation and management oversight services in connection with the
incorporation of police and criminal justice systems into the infrastructure of the RMS /CMS Data
Sharing System developed by Knowledge Computing Corporation.
F. The services to be provided by DC under this CONTRACT are described in the Scope of Work
attached hereto as. Attachment A (entitled "Proposal for Implementation Phase of RMS Information
Sharing Project" dated January 28, 2005). There are three components to the implementation and
management oversight services:
1. Component 1 of the work involves the installation, establishment and operational testing
and analysis of the system among the primary test agencies and RMS systems of the
Orange County Superior Courts, Newport Beach, Irvine, Garden Grove and Brea Police
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Departments, and the new release of the RMS System being implemented to serve the West
Covina Consortium, consisting of Cypress, Seal Beach and other Orange County agencies
that elect to be served by the Consortium, and the Orange County Sheriff's Department's
RMS and LARS (Local Arrest Records System,) including their Mug -shot database.
2. Component 2 involves assessing the readiness of the approximately 17 additional
remaining police RMS systems throughout the County and portions of the District Attorney
and Probation Department's CMS systems to be incorporated into the infrastructure of the
Data Solution System, and the planning associated with getting those sites ready for
implementation.
3. Component 3 consists of readiness assessments of the systems not ready for
implementation during Component 2, the preparation of statements of work for the
integration of those systems or additional infrastructure components and oversight of the
integration of these additional systems.
G. The funds currently allocated under the COPS Office grant are insufficient to implement the entire
OCILJ Project and complete the RMS /CMS Information Sharing Project phase. Santa Ana and
Anaheim have received a grant entitled "FY04 Urban Area Security Initiative" (UASI grant) from
the Federal Department of Homeland Security, Office of Domestic Preparedness, through the State
of California, Office of Homeland Security, to enhance Countywide emergency preparedness.
H. The OCILJ Project, especially the portion related to data sharing among agencies within the
County, will substantially enhance homeland security by significantly improving the accessibility
and speed of transfer of criminal justice and suspect data between the justice agencies within the
County, thus improving investigative abilities and reducing the potential for terrorism or terrorists
to go undetected. Consequently, the Santa Ana and Anaheim Urban Areas will fund through the
FY2004 UASI grant a substantial portion of the project that enables data and information sharing,
as well as the data analysis and intelligence tools in support of homeland security objectives.
I. CITY, as grant administrator for the OCILJ, has reviewed the previous experience and evaluated
the expertise of DC, and desires to retain DC to render professional management oversight and
implementation services for the Project, under the terms and conditions set forth in this Agreement.
The total cost to complete the work for Component 1 and 2 is $220,000.00. If the contract is
extended per mutual agreement to include Component 3 services, payment shall be by site per the
terms in Attachment A (Scope of Work.)
NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually agreed by and between CITY and DC as follows:
General Terms and Conditions
A. Governing Law and Venue:
This Agreement (hereinafter "CONTRACT ") has been negotiated and executed in the state of California and
shall be governed by and construed under the laws of the state of California. In the event of any legal action
to enforce or interpret this CONTRACT, the sole and exclusive venue shall be a court of competent
jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the
jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties
specifically agree to waive any and all rights to request that an action be transferred for trial to another
County.
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B. Entire Contract:
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This CONTRACT and its attachments, when accepted by CITY and DC in writing, contains the entire
CONTRACT between the parties with respect to the matters herein, and there are no restrictions, promises,
warranties or undertakings other than those set forth herein or referred to herein with respect thereto. No
exceptions, alternatives, substitutes or revisions are valid or binding on DC or CITY unless authorized by
CITY and DC in writing. Electronic acceptance of any additional terms, conditions or supplemental
CONTRACTS by any CITY employee or agent, including but not limited to installers of software, shall not
be valid or binding on CITY unless accepted in writing by the CITY's Project Manager (discussed below) or
designee.
C. Amendments:
No alteration or variation of the terms of this CONTRACT shall be valid unless made in writing and signed
by the parties; no oral understanding or agreement related to the subject matter of this CONTRACT not
incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or
revisions are valid or binding on CITY or DC unless authorized by CITY and DC in writing.
D. Taxes:
Unless otherwise provided herein or by law, price quoted does not include California State sales or use tax.
E. Services and Delivery:
CITY reserves the right to refuse any Deliverables (as defined in Section 14 of the Specific Terms and
Conditions below) or Services (as defined in Section 2 of the Specific Terms and Conditions below) and to
reject all or any part of the Deliverables not conforming in all material respects to applicable specifications
set forth in the Scope of Work and the Letter Proposal from DC to Chief McDonell dated January 28, 2005,
attached hereto as Attachment A and C respectively (hereinafter collectively referred to as the "Scope of
Work." Acceptance of any part of the order for Deliverables shall not bind CITY to accept future shipments.
Over- shipments and under- shipments of Deliverables shall be only as agreed to in writing by CITY. Delivery
shall not be deemed to be complete until all Deliverables or Services have actually been received and
accepted by CITY in accordance with Section F below.
F. Acceptance /Payment:
All Deliverables shall be subject to the review and approval of the CITY's Project Manager or designee.
Approval shall be granted if the Deliverable conforms in all material respects to the requirements of the
Scope of Work. CITY approval shall not be unreasonably withheld. Approval of a Deliverable shall be
deemed given upon the earlier of (i) CITY's failure to provide DC with approval or a notice of deficiencies
in writing for such Deliverable within thirty (30) business days of delivery unless otherwise agreed to by
Project Managers thereof, and (ii) CITY's commencement of use of the Deliverable. To the extent that any
Deliverables are or have been approved by,the CITY pursuant to the terms hereof at any stage of DC's
performance hereunder, DC shall be entitled to rely on such approval, for purposes of all subsequent stages
of DC's performance. Unless otherwise agreed to in writing by CITY, 1) acceptance of a Deliverable shall
not be deemed complete unless in accordance with this Section F, and 2) payment of professional fees with
respect to a Deliverable shall be made after acceptance thereof in accordance with this Section F, pursuant to
the payment terms set forth herein.
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G. Warranty
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(1) This is a services engagement. DC warrants that it will perform the services hereunder in good faith
and in a professional manner. Execution of this CONTRACT shall constitute an agreement upon DC's part
to indemnify, defend with counsel agreed to in writing by CITY (which agreement shall not be unreasonably
withheld by CITY) and hold CITY and its indemnities as identified in paragraph "P" below, and as more
fully described in paragraph "P," harmless from liability, loss, damage and expense, including reasonable
counsel fees, incurred or sustained by CITY by reason of third party claims arising as a result of DC's non-
compliance with any applicable state or federal codes, ordinances,, orders, or statutes in the course of
performing the Services hereunder, including the Occupational Safety and Health Act (OSHA) and the
California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.
(2) EXCEPT FOR THOSE WARRANTIES EXPRESSLY PROVIDED IN THIS SECTION G OF THIS
CONTRACT, DC DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
H. Patent/Convrieht Materials/Proprietary Infringement:
Unless otherwise expressly provided in this CONTRACT, DC shall be solely responsible for clearing the
right to use any patented or copyrighted materials in the performance of this CONTRACT. DC agrees that,
in accordance with the more specific requirement contained in paragraph "P" below, it shall indemnify,
defend with counsel agreed to in writing, which agreement shall not be unreasonably withheld by CITY, and
hold CITY and CITY INDEMNITIES harmless from any and all third party claims of infringement or
violation of any patent, intellectual property right, or trade secret right by the Deliverables and be responsible
for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including,
but not limited to, reasonable attorney's fees, costs and expenses, except to the extent that such infringement
or violation arises from, or could have been avoided except for (i) the indemnified party's modification of
DC's Deliverables or use thereof in a manner not contemplated by this Agreement, (ii) the failure of the
indemnified party to use any corrections or modifications made available by DC, (iii) information, materials,
instructions or specifications provided by or on behalf of the indemnified party, or (iv) the use of DC's
Deliverables in combination with any product or data not provided by DC without DC's consent. If CITY's
use of any such Deliverable, or any portion thereof, is or is likely to be enjoined by order of a court of
competent jurisdiction as such an infringement or violation, DC, at its option and expense, shall have the
right to (x) procure for CITY the continued use of such Deliverable, (y) replace such Deliverable with non-
infringing work product, or (z) modify such Deliverable so it becomes non - infringing; provided that, if (y) or
(z) is the option chosen by DC, the replacement or modified Deliverable is capable of performing the same
function. The foregoing provisions of this paragraph constitute the sole and exclusive remedy of the
indemnified parties, and the sole and exclusive obligation of DC, relating to a claim that a Deliverable
infringes or violates any patent, intellectual property right or trade secret right of a third party.
I. Assignment or Sub - Contracting:
The terns, covenants, and conditions contained herein shall apply to and bind the heirs, successors,
executors, administrators and assigns of the parties. Furthermore, neither the performance of this
CONTRACT nor any portion thereof may be assigned or sub - contracted by DC without the express written
consent of CITY. Any attempt by DC to assign or sub - CONTRACT the performance or any portion thereof
of this CONTRACT without the express written consent of CITY shall be invalid and shall constitute a
breach of this CONTRACT. Notwithstanding the foregoing (i) DC may, upon notice, assign personnel of its
affiliates to provide the Services in lieu of or in addition to its own personnel; provided, however, that DC
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shall not be relieved of its obligations hereunder, and (ii) either party may assign this CONTRACT, with the
written consent of the other party, to an entity that has acquired all or substantially all of the assigning
party's assets as a successor to the business.
L Non - Discrimination:
In the performance of this CONTRACT, DC agrees that it will comply with the applicable requirements of
Section 1735 of the California Labor Code and not engage nor permit any subcontractor to engage in
discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, or sex of such persons. DC
acknowledges that a violation of this provision shall subject DC to all the penalties imposed for a violation of
anti- discrimination law or regulation including but not limited to Section 1720 et seq. of the California Labor
Code.
K. Termination:
In addition to any other remedies or rights it may have by law and those set forth in this CONTRACT,
either party has the right to terminate this CONTRACT without penalty for cause upon thirty (30) days prior
written notice, provided that in the event of such termination for cause, the breaching party shall have the
right to cure the breach within the notice period. CITY has the right to terminate this CONTRACT without
cause and without penalty after 30 days' written notice to DC. Cause shall be defined as any material breach
of CONTRACT, or any misrepresentation or fraud on the part of a party. Exercise by a party of its right to
terminate the CONTRACT shall relieve such party of all further obligations except for those obligations
incurred prior to the effective date of termination.
L. Consent To Breach Not Waiver:
No term or provision of this CONTRACT shall be deemed waived and no breach excused, unless such
waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any
consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute
consent to, waiver of, or excuse for any other different or subsequent breach.
M. Remedies Not Exclusive:
Except as expressly provided herein, the remedies for breach set forth in this CONTRACT are cumulative as
to one another and as to any other provided by law, rather than exclusive; and the expression of certain
remedies in this CONTRACT does not preclude resort by either party to any other remedies provided by law.
N. Independent Contractor:
It is understood that CITY retains DC on an independent contractor basis and DC is not an agent or
employee of CITY. The manner and means of conducting the work are under the control of DC, except to
the extent they are limited by statute, rule or regulation and the expressed terms of this CONTRACT.
Nothing in this CONTRACT shall be deemed to constitute approval for DC or any of DC's employees or
agents, to be the agents or employees of CITY. DC shall have the responsibility for and control over the
means of performing the work, provided that DC is in compliance with the terms of this CONTRACT.
Anything in this CONTRACT that may appear to give CITY the right to direct DC as to the details of the
performance or to exercise a measure of control over DC shall mean only that DC shall follow the desires of
CITY with respect to the results of the services. Neither DC, any subcontractor, its employees nor anyone
working under DC or any subcontractor shall qualify for workers' compensation or other fringe benefits of
any kind through CITY.
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O. Performance:
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DC shall perform all Services under this CONTRACT as set forth in the Scope of Work, taking all necessary
steps and precautions to perform the Services in accordance with this CONTRACT. DC shall be responsible
for the professional quality, technical assurance, timely completion and coordination of all documentation
and other Deliverables /Services furnished by DC under this CONTRACT. DC shall perform all Services
diligently, carefully, and in a good and workman-like manner; shall furnish all labor, supervision, machinery,
equipment, materials, and supplies necessary therefore, except as otherwise specified in the Scope of Work
attached hereto as Attachment A and Attachment C or agreed to by the parties; shall at its sole expense
obtain and maintain all permits and licenses required for performance of the Services by public authorities,
including those of CITY required in its governmental capacity, in connection with performance of the
Services; and shall be fully responsible for all Services performed by subcontractors.
P. Indemnification/Insurance:
(i) Indemnification
DC agrees to indemnify, defend with counsel approved in writing by CITY, which approval shall not be
unreasonably withheld, and hold CITY, its elected and appointed officials, officers, employees and agents
(CITY INDEMNITIES ") harmless from any claims, demands or liability of any kind or nature arising as a
result of third party claims of bodily injury or real or tangible personal property damage, to the extent
directly and proximately caused by the negligence or willful misconduct of DC's personnel in the course of
performance of the Services pursuant to this CONTRACT; provided, however, that if there also is fault on
the part of CITY or any entity or individual indemnified hereunder or any entity or individual acting on
CITY's behalf, the foregoing indemnification shall be on a comparative fault basis. If judgment is entered
against DC and CITY by a court of competent jurisdiction because of the concurrent active negligence of
CITY or CITY INDEMNITIES, DC and CITY agree that liability will be apportioned as determined by the
court. Neither party shall request a jury apportionment.
As a condition to all indemnity obligations arising under this CONTRACT, the indemnified party shall
provide the indemnifying party with prompt notice of any claim for which indemnification shall be sought
hereunder and shall cooperate in all reasonable respects with the indemnifying party in connection with any
such claim. The indemnifying party shall be entitled to control the handling of any such claim and to defend
any such claim, in its sole discretion. The indemnifying party shall require the written permission of the
indemnified party as to any settlement of such claim unless such settlement absolves the indemnified party of
all liability and responsibility for such claim, which written permission shall not be unreasonably refused.
(ii) Insurance Requirements
Prior to the provision of services under this CONTRACT, DC agrees to purchase all required insurance at
DC's expense and to deposit with the CITY industry standard Certificates of Insurance, evidencing that the
insurance provisions of this CONTRACT have been complied with and to keep such insurance coverage
current and the certificates therefore on deposit with the CITY during the entire term of this CONTRACT.
In addition, all subcontractors performing Services on behalf of DC pursuant to this CONTRACT shall
obtain insurance subject to the same terms and conditions as set forth herein for DC.
DC shall be responsible of any deductible. If DC fails to maintain insurance required under this
CONTRACT for the full term of this CONTRACT, the CITY may terminate this CONTRACT.
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(a) Qualified Insurer
The policy or policies of insurance must be issued by an insurer approved to do business in the state of
California (California Admitted Carrier).
Minimum insurance company ratings as determined by the most current edition of the Best's KU Rating
Guide/Property- Casualty/United States or ambest.com shall be A- (Secure Best's Rating) and VIII (Financial
Size Category).
A person authorized by the insurer shall sign certification of all required policies.
(b) Coverage Requirements
The policy or policies of insurance maintained by DC shall provide the minimum limits and coverage as set
forth below:
Coverage
Commercial General Liability with
property damage and contractual liability
Automobile Liability including coverage
for owned, non -owned and hired vehicles
Workers' Compensation
Employers' Liability Insurance
Minimum Limits
$1,000,000 combined single
limit per occurrence
$2,000,000 aggregate
$1,000,000 combined single
limit per occurrence
Statutory
$1,000,000 per occurrence
All liability insurance required by this CONTRACT shall be at least $1,000,000 combined single limit per
occurrence. The minimum aggregate limit for the Commercial General Liability policy shall be $2,000,000.
(c) Endorsements
Each general liability and automobile liability insurance policy shall provide the following coverages:
The City, its elected or appointed officers, officials, employees, agents and volunteers
are to be covered as additional insureds with respect to liability arising out of work
performed by or on behalf of the Consultant.
ii. This policy shall be considered primary insurance as respects to City, its elected or
appointed officers, officials, employees, agents and volunteers as respects to all
claims, losses, or liability arising directly or indirectly from the Consultant's
operations or services provided to City. Any insurance maintained by City, including
any self - insured retention City may have, shall be considered excess insurance only
and not contributory with the insurance provided hereunder.
iii. This insurance shall act for each insured and additional insured as though a separate
policy had been written for each, except with respect to the limits of liability of the
insuring company.
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iv. The insurer waives all rights of subrogation against City, its elected or appointed
officers, officials, employees, agents and volunteers.
V. Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to City, its elected or appointed officers, officials, employees,
agents or volunteers.
vi. The insurance provider will endeavor to provide thirty (30) calendar days written
notice if the insurance provided by this policy shall be suspended, voided, canceled, or
materially reduced in coverage or in limits, by either party.
DC shall promptly notify CITY in the event that it becomes aware of cancellation of the insurance
required hereunder.
The Commercial General Liability policy shall contain a severability of interests clause.
DC is aware of the provisions of Section 3700 of the California Labor Code, which requires every employer
to be insured against liability for Workers' Compensation or be self - insured in accordance with provisions of
that code. DC will comply with such provisions and shall, upon written request, furnish the CITY industry
standard certificates of insurance as evidence that the DC has secured, for the period of this CONTRACT,
statutory Workers' Compensation insurance and Employers' Liability insurance with minimum limits of
$1,000,000 per occurrence.
Insurance certificates should be forwarded to the agency /department address listed on the request.
If DC does not deposit copies of certificates of insurance as provided herein with CITY incorporating such
changes within thirty (30) days of receipt of such request, this CONTRACT may be in breach without further
notice to DC, and CITY shall be entitled to seek all legal remedies.
The procuring of such required policy or policies of insurance shall not be construed to limit DC's liability
hereunder nor to fulfill the indemnification provisions and requirements of this CONTRACT.
Q. Bills:
DC shall pay promptly all of its indebtedness for labor, materials and equipment used in performance of the
Services and for which DC is responsible hereunder. DC shall not permit any lien or charge to attach to such
labor, materials and equipment while they are being used to perform the Services, but if any does so attach,
in accordance with the requirements of paragraph "P" above, DC will indemnify, defend, and hold CITY
harmless and be responsible for payment of all costs, damages, penalties and reasonable expenses arising
from third party claims for payment of such indebtedness. 'Third party" shall mean any entity or person
other than DC or CITY, including, without limitation, any governmental entity other than the CITY.
R. Changes:
DC shall make no changes in the Services to be performed under this CONTRACT or perform any additional
Services without the CITY's specific written approval.
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S. Chance of Ownership:
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DC agrees that if there is a change or transfer in ownership of DC's business prior to completion of this
CONTRACT, the new owners shall be required under terms of sale or other transfer to assume DC's duties
and obligations contained in this CONTRACT and complete them in accordance with this CONTRACT.
T. Force Maieure:
DC shall not be liable for any delays or other non - performance and shall not be assessed with liquidated
damages or unsatisfactory performance penalties during any delay beyond the time named for performance
of this CONTRACT caused by any act of God, war, civil disorder, employment strike or other cause beyond
its reasonable control, provided DC gives written notice of the cause of the delay promptly upon the start of
the delay and DC avails itself of any commercially reasonable available remedies.
U. Confidentiality:
DC agrees to maintain the confidentiality of all CITY and CITY - related records and information and all
records and information it obtains from other cities and governmental entities with which is will have contact
during the course of performance of this CONTRACT pursuant to all applicable statutory laws relating to
privacy and confidentiality that currently exist or exist at any time during the term of this CONTRACT. All
such records and information shall be considered confidential and kept confidential by DC and DC's staff,
agents and employees in accordance with Section 14 of this CONTRACT.
V. Compliance with Laws:
DC represents and warrants that Services to be provided under this CONTRACT shall fully comply, at DC's
expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations
(collectively "laws "), including, but not limited to those issued by CITY in its governmental capacity and all
other laws, applicable to the Services at the time Services are provided to and accepted by CITY. DC
acknowledges that CITY is relying on DC to ensure such compliance, and pursuant to the requirements of
paragraph "P" above DC agrees that it shall defend, indemnify and hold CITY and CITY INDEMNITIES
harmless (with counsel approved in writing by CITY, which approval shall not be unreasonably withheld)
from all liability, damages, costs and expenses arising from or related to third party claims of violation of
such laws by DC in the course of performing the Services hereunder.
W. Pricine:
The CONTRACT price shall include full compensation for providing all required Deliverables and Services
as specified in the Scope of Work attached to this CONTRACT, and no additional compensation will be
allowed.
X. Waiver of Jury Trial:
Each party acknowledges that it is aware of and has had the opportunity to seek advice of counsel of its
choice with respect to its rights to trial by jury, and each party, for itself and its successors, creditors, and
assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action,
proceeding or counterclaim brought by any party hereto against the other (and/or against its officers,
directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever
arising out of or in any way connected with this CONTRACT and/or any other claim of injury or damage
under this CONTRACT.
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Y. Terms and Conditions:
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DC acknowledges that it has read and agrees to all terms and conditions included in this CONTRACT.
Z. Headings:
The various headings and numbers herein, the grouping of provisions of this CONTRACT into separate
clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not
limit or otherwise affect the meaning hereof.
AA. Severability:
If any term, covenant, condition or provision of this CONTRACT is invalid, void or unenforceable, the
remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
BB. Calendar Days:
Any reference to the word "day" or "days" herein shall mean calendar day or calendar days, respectively,
unless otherwise expressly provided.
CC. Attorney Fees:
In any action or proceeding to enforce or interpret any provision of this CONTRACT, or where any
provision hereof is validly asserted as a defense, each party shall bear its own attomey's fees, costs and
expenses.
DD. Interpretation:
This CONTRACT has been negotiated at arm's length and between persons sophisticated and knowledgeable
in the matters dealt with in this CONTRACT. In addition, each party had been represented by experienced
and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such
counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that
they have not been influenced to any extent whatsoever in executing this CONTRACT by any other party
hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil
Code Section 1654) or legal decision that would require interpretation of any ambiguities in this
CONTRACT against the party that has drafted it is not applicable and is waived. The provisions of this
CONTRACT shall be interpreted in a reasonable manner to effect the purpose of the parties and this
CONTRACT.
EE. Authority:
The parties to this CONTRACT represent and warrant that this CONTRACT has been duly authorized and
executed and constitutes the legally binding obligation of their respective organization or entity, enforceable
in accordance with its terms.
FF. Limitation on Damages and Actions:
(a) Each party agrees that the other party, its affiliates, agents and subcontractors, and each of their
partners, principals or other personnel shall not be liable for any actions, damages, claims, liabilities, costs,
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expenses, or losses in any way arising out of or relating to the contractual services to be performed hereunder
for an aggregate amount in excess of (i) in the case of DC, the fees paid by CITY to DC under this
CONTRACT, or (ii) in the case of CITY, the fees paid and payable to DC by CITY under this CONTRACT.
In no event shall either party, its affiliates, agents or subcontractors or any of their partners, principals or
other personnel be liable for consequential, special, indirect, incidental, punitive or exemplary damages,
costs, expenses, or losses (including, without limitation, lost profits and opportunity costs) arising out of this
CONTRACT. The provisions of this Paragraph shall apply regardless of the form of action, damage, claim,
liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence),
or otherwise.
GG. Cooperation:
CITY shall cooperate with DC in the performance of the services hereunder, including, without limitation,
providing DC with reasonable facilities and timely access to data, information and personnel of CITY. CITY
shall be responsible for the performance of its employees and agents and for the accuracy and completeness
of all data and information provided to DC hereunder. CITY acknowledges and agrees that DC's
performance is dependent upon the timely and effective satisfaction of CITY's responsibilities hereunder and
timely decisions and approvals of CITY in connection with the services. DC shall be entitled to rely on all
decisions and approvals of CITY.
HH. Non - Exclusivitv:
This CONTRACT shall not preclude or limit in any way (i) the right of DC to provide consulting or other
services of any kind or nature whatsoever to any individual or entity as DC in its sole discretion deems
appropriate, or (ii) developing for itself or for others, materials that are competitive with those produced as a
result of the services provided hereunder, irrespective of their similarity to the Deliverables.
II. Definitions:
For the purposes of this CONTRACT, "DC" shall mean Deloitte Consulting LLP and its subsidiaries,
successors and assigns.
M. Survival
All sections herein relating to payment, license and ownership, confidentiality, limitations of warranties,
limitations on damages and actions, non - exclusivity, waiver and waiver of jury trial shall survive the
termination of this CONTRACT.
Specific Terms and Conditions
1. Term of Contract
The term of this Agreement shall commence on the day of February 2005, for service under Components
1 and 2 as described in Attachment A (Scope of Work), and shall terminate on the 30TH day of November
2005, unless terminated earlier as set forth herein.
Per the terms in Attachment A (Scope of Work), the term of this Agreement may be extended for Component
3 services. The term shall begin upon the successful completion and final acceptance by City of services
performed under Components 1 and 2, and shall continue for a period of five years thereafter, unless
terminated earlier as set forth herein.
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2. Scope of Contract
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This CONTRACT specifies the contractual terms and conditions by which the CITY will procure and
receive services from DC. The services to be provided are set forth in the Scope of Work attached hereto as
Attachment A (Letter Proposal entitled "Proposal for Implementation Phase of RMS Information Sharing
Project" dated January 28, 2005 from DC to Chief Bob McDonell), which is incorporated by this reference
as if fully set forth herein (the "Services "). The Services may include advice and recommendations, but all
decisions in connection with the implementation of such advice and recommendations shall be the
responsibility of, and made by, CITY.
3. Fiscal Appropriations, Subiect to
This CONTRACT is subject to and contingent upon applicable budgetary appropriations being approved by
the CITY for each fiscal year during the term of this CONTRACT. If such appropriations are not approved,
the CONTRACT will be terminated without cause pursuant to Section K of this CONTRACT above upon
written notice as specified therein without penalty to the CITY.
DC acknowledges that funding or portions of funding for this CONTRACT may also be contingent upon the
receipt of funds from, and/or appropriation of funds by, the Federal government or State of California to
CITY. If such funding and/or appropriations are not forthcoming, or are otherwise limited, CITY may
terminate without cause this CONTRACT pursuant to Section K of this CONTRACT above upon written
notice as specified therein without penalty.
4. Conflict with Existine Laws
DC and the CITY agree that if any provision of this CONTRACT is found to be illegal or unenforceable,
such term or provision shall be deemed stricken and the remainder of the CONTRACT shall remain in full
force and effect. Either party having knowledge of such term or provisions shall promptly inform the other
of the presumed non - applicability of such provision. Should the offending provision go to the heart of the
CONTRACT, the CONTRACT shall be terminated in a manner commensurate with interests of both parties
to the maximum extent reasonable.
5. Merger
Attachment A is incorporated herein by this reference as part of this CONTRACT.
This CONTRACT, including Attachment A ( "Scope of Work "), shall constitute the complete and exclusive
statement of understanding between CITY and DC and shall supersede all previous written or oral
agreements, and all prior communications between the parties with respect to the subject matter hereof.
6. Reporting/Meetings
CITY's Project Manager and DC's Project Manager will meet on reasonable notice to discuss DC's
performance and progress under this CONTRACT. If requested by CITY, DC's Project Manager and other
project personnel shall attend all meetings. DC shall provide such information that is reasonably requested
by the CITY for the purpose of monitoring DC's progress under this CONTRACT.
•
7. Proiect Manager, CITY
0 Page 13 of 23
The CITY shall appoint a Project Manager to act as liaison between the CITY and DC during the term of this
CONTRACT. The CITY's Project Manager shall coordinate the activities of the CITY staff assigned to
work with DC. CITY appoints Captain Paul Henisey as Project Manager.
The CITY's Project Manager shall have the right to require the removal and replacement of the DC's project
manager and key personnel. The CITY's Project Manager shall notify DC in writing of such action,
specifying in reasonable detail the reason for the action. DC shall accomplish the removal within 14
calendar days after written notice by the CITY's Project Manager. The CITY's Project Manager shall
review and approve the appointment of the replacement for the DC's project manager and key personnel.
Said approval shall not be unreasonably withheld.
8. Proiect Manager, DC
DC shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager
shall be available to meet with (via telephone or in person) CITY at all reasonable times during the
CONTRACT term upon reasonable advance notice. DC has designated Stephen Lee to be its Project
Manager.
9. Audits/Inspections
DC agrees to give the CITY's Revenue Manager or the Revenue Manager's authorized representative
(including auditors from a private auditing firm hired by the CITY) access during normal working hours to
(i) all billing and payment books and financial records, and supporting documentation, including payroll and
accounts payable /receivable records of DC for the purpose of auditing or inspecting billing and payment
under this CONTRACT, and (ii) to any other records of performance of the Services hereunder as may be
required by law, solely to the extent necessary to determine DC's compliance with this Agreement. The
CITY will provide reasonable notice of such an audit or inspection. Auditors auditing or inspecting
hereunder shall have first agreed in writing to protect the confidentiality of all information disclosed or
revealed to such auditors during such audit or inspection; provided, however that certain information may
become public record pursuant to applicable law.
The CITY reserves the right to audit and verify DC's records as provided for in this Section 9 before final
payment is made.
DC agrees to maintain such records for possible audit for a minimum of three years after final payment
hereunder, unless a longer period of records retention is stipulated under this CONTRACT or by law.
Further, DC agrees to include a similar right to the CITY to audit such records of any subcontractor related
to performance of this CONTRACT.
Should DC cease to exist as a legal entity, DC's records pertaining to this agreement shall be forwarded to
the surviving entity in a merger or acquisition or, in the event of liquidation, to the CITY's Project Manager.
10. Conflict of Interest
DC or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the
"Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially
affected by the work performed under this CONTRACT, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
0 9 Page 14 of 23
If subject to the Act, DC shall conform to all requirements of the Act in performing the Services hereunder.
Failure to do so may constitute a material breach and grounds for termination of this CONTRACT by CITY
under Section K hereof. DC shall indemnify and hold harmless CITY for any and all third party claims for
damages brought against CITY resulting from DC's violation of the Act in performing the Services
hereunder.
11. Precedence
The documents herein consist of this CONTRACT and its attachments. In the event of a conflict between or
among the CONTRACT documents, the order of precedence shall be the provisions of the main body of this
CONTRACT, i.e., those provisions set forth in the recitals and articles of this CONTRACT, and then the
Attachments.
12. Compensation
This is a firm fixed price CONTRACT.
DC agrees to accept the specified compensation as set forth in Attachment A as full remuneration for
performing all services and furnishing all staffing, labor, materials, direct and indirect costs, and for any
difficulties which may arise or be encountered in the execution of the services until acceptance; and for risks
connected with the services; and for performance by DC of all of its duties and obligations hereunder.
In no event shall DC's compensation exceed $220,000 without additional written authorization from the
CITY.
13. Data — Title To
All materials, documents, data or information obtained from CITY data files or any CITY medium famished
to DC in the performance of this CONTRACT will at all times remain the property of the CITY. Such data
or information may not be used or copied for direct or indirect use by the DC after completion or termination
of this CONTRACT without the express written consent of the CITY. All confidential materials, documents,
data or information, including copies, must be destroyed, returned to the CITY at the end of this
CONTRACT, or maintained by DC for archival purposes only subject at all times to its confidentiality
obligations hereunder.
14. Ownership of Documents
(a) DC has created, acquired or otherwise has rights in, and may, in connection with the performance of
services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts,
ideas, methods, methodologies, procedures, processes, know -how, techniques, models, templates, the
generalized features of the structure, sequence and organization of software, user interfaces and screen
designs, general purpose consulting and software tools, utilities and routines, and logic, coherence and
methods of operation of systems (collectively, "DC Technology"). To the extent that DC uses any of its
intellectual or other property in connection with the performance of its services, DC shall retain all right, title
and interest in and to such property, and, except for the license expressly granted in this section, CITY shall
acquire no right, title or interest in or to such property.
(b) CITY has permanent ownership of all directly connected and derivative materials fast produced
under this CONTRACT in connection with the Services by DC for delivery to the CITY, excluding any DC
Technology contained therein (the "Deliverables "). All documents, reports and other incidental or derivative
work or materials furnished hereunder comprising the Deliverables (except for any DC Technology
contained therein) shall become and remain the sole property of the CITY and may be used by the CITY as it
• 9 Page 15 of 23
may require without additional cost to the CITY. DC without the express written consent of the CITY shall
use none of the documents, reports and other incidental or derivative work or furnished materials comprising
the Deliverables except in providing the Services hereunder. DC hereby grants to CITY, a non - exclusive,
royalty -free, worldwide, perpetual, nontransferable license to use, for the internal business purposes of CITY
and participants in the ILJ as designated by CITY in connection with use of the Deliverables, any DC
Technology contained in the Deliverables. The rights granted to CITY in this Section are contingent upon
CITY's full and final payment to DC hereunder.
15. DC'S Expense
Except as approved by the CITY's Project Manager or designee DC will be responsible for all costs related
to photo copying, telephone communications, fax communications, and parking during the performance of
work and services under this CONTRACT. CITY will not provide reimbursement for any parking fees or
charges incurred while DC is providing services under this CONTRACT.
16. DC Work Hours and Safety Standards
DC shall ensure compliance with all safety and hourly requirements for its employees in performing the
Services in accordance with federal, state and CITY safety regulations and laws.
17. Confidentiality of DC's Records: Confidentiality
DC agrees to maintain the confidentiality of its records pursuant to all statutory laws relating to privacy and
confidentiality as now in existence or as hereafter amended or changed. All records and information
concerning any and all matters referred to DC by the CITY shall be considered and kept confidential by DC
and DC'S staff, agents, subcontractors, and employees. Information obtained by a party in the performance
or receipt of the Services under this CONTRACT ("Confidential Information's shall be treated as
confidential and shall not be used by the other party for any purpose other than the performance or receipt of
the Services under this CONTRACT. The terms of this CONTRACT shall also be considered Confidential
Information. Each party shall maintain the Confidential Information of the other party in confidence using at
least the same degree of care as it employs in maintaining in confidence its own proprietary and confidential
information, but in no event less than a reasonable degree of care. Confidential Information shall not include
information which (i) shall have otherwise become publicly available other than as a result of disclosure by
the receiving party in breach hereof, (ii) was disclosed to the receiving party on a nonconfidential basis from
a source other than the disclosing party, which the receiving party believes is not prohibited from disclosing
such information as a result of an obligation in favor of the disclosing party, (iii) is developed by the
receiving party independently of, or was known by the receiving party prior to, any disclosure of such
information made by the disclosing party, or (iv) is disclosed with the written consent of the disclosing party.
A receiving party also may disclose Confidential Information to the extent required by an order of a court of
competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by
subpoena, summons or other administrative or legal process.
18. Covenant Against Contingent Fees
DC warrants that no person or selling agency has been employed or retained by DC to solicit or secure this
CONTRACT upon a contract or understanding for a commission, percentage, brokerage, or contingent fee,
excepting bona fide employees or bona fide established commercial or selling agencies maintained by DC
for the purpose of securing business.
• • Page 16 of 23
For breach or violation of this warranty, CITY shall have the right to terminate this CONTRACT in
accordance with the termination article and, at its sole discretion, to deduct from DC's fees, or otherwise
recover, the full amount of such commission, percentage, brokerage, or contingent fee from the DC.
19. Termination - Convenience of the CITY
CITY may terminate performance of Services under this CONTRACT for its convenience in whole, or, from
time to time, in part if CITY determines that a termination is in the CITY's interest upon thirty (30) days'
prior written notice. CITY shall terminate the CONTRACT by delivering to DC a written notice of
termination specifying the extent of the termination and the effective date thereof. The parties agree that, as
to the terminated portion of the CONTRACT, the CONTRACT shall be deemed to remain in effect until
such time as the termination settlement, if any, is concluded and the CONTRACT shall not be void.
As of the effective date of termination and, except as directed by CITY, DC shall immediately proceed with
the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due
under this clause. DC shall
A. Stop work as specified in the notice of termination;
B. Place no fin-ther sub - contracts or orders for materials, services, or facilities, except as necessary to
complete the continued portion of the CONTRACT;
C. Terminate all orders and sub - contracts to the extent they relate to the Services terminated;
D. Settle all outstanding liabilities and termination settlement proposals arising from the termination of any
sub - contract's, the approval or ratification of which will be final for purposes of this clause;
E. As directed by the assigned buyer transfer title and deliver to the CITY Deliverables, upon full and final
payment to DC hereunder,
F. Complete performance of the Services not terminated; and
G. Take any action that may be necessary or as the CITY may direct for the protection and preservation of
the CITY property related to this CONTRACT that is in the possession of DC and in which the. CITY has
or may acquire an interest and to mitigate any potential damages or requests for CONTRACT adjustment
or termination settlement to the maximum practical extent.
At the completion of DC'S termination efforts, DC may submit to CITY a list indicating quantity and quality
of termination inventory of Deliverables not previously disposed of and request instructions for disposition
of the residual termination inventory.
After termination DC shall submit a final termination settlement proposal to the user agency /department in a
format acceptable to the CITY. DC shall submit the proposal promptly, but no later than 60 days from the
effective date of the termination, unless extended in writing by the CITY upon written request of DC within
the 60 -day period. However, if the CITY determines that the facts justify it, a termination settlement
proposal may be received and acted on after the expiration of the filing period or any extension.
DC and CITY may agree upon the whole or any part of the amount to be paid because of the termination.
The amount may include a reasonable allowance for profit on Services performed, including a reasonable
amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of
termination settlement proposals and supporting data, and storage, transportation and other costs incurred,
reasonably necessary for the preservation, protection, or disposition of the termination inventory. However,
the agreed amount may not exceed the total CONTRACT price as reduced by (a) the amount of payment
previously made and (b) the CONTRACT price of Services not terminated. The CONTRACT shall be
amended and DC paid the agreed amount.
• • Page 17 of 23
If DC and CITY fail to agree on the whole amount to be paid because of the termination of Services, CITY
shall pay DC the amounts determined as follows, but without duplication of any amounts agreed on as set
forth above:
A. The CONTRACT price for completed Deliverables accepted in accordance with this CONTRACT not
previously paid for by CITY.
DC shall use industry- standard accounting principles and sound business practices in determining all costs
claimed, agreed to, or determined under this clause. Such costs shall be allocable to the terminated
CONTRACT or portion thereof, allowable under applicable laws, regulations, generally accepted accounting
principles and good business judgment and objectively reasonable. Notwithstanding anything to the contrary
herein or elsewhere, in the event of any termination of this CONTRACT, DC shall be paid professional fees
in accordance with Attachment A and reimbursed expenses on an equitable basis for all Services performed
through the effective date of termination.
In arriving at the amount due DC under this clause, there shall be deducted:
A. All payment to DC previously made under the terminated portion of this CONTRACT; and
B. Any amount due to the CITY by DC under this CONTRACT.
If the termination is partial, DC may file a proposal with CITY for an equitable adjustment of the price(s) of
the continued portion of the CONTRACT. CITY shall make any equitable adjustment agreed upon by the
parties. Any proposal by DC for an equitable adjustment under this clause shall be requested within 30 days
from the effective date of termination unless extended in writing by the agency /department.
Notwithstanding the foregoing or anything to the contrary herein, and regardless of whether a proposal is
filed by DC, CITY shall, upon any termination of this CONTRACT:
A. Under the terms and conditions it prescribes, make payments of professional fees due to DC for Services
provided through the effective date of termination and costs incurred by DC and not yet reimbursed, for
the terminated portion of the CONTRACT; provided however that such payments will not exceed the
authorized Contract amount; and
B. If the total payments exceed the amount finally due, DC shall repay the excess to CITY upon demand.
Unless otherwise provided in this CONTRACT or by statute, DC shall maintain all billing and payment
records and documents of the same and any other records of performance of the Services hereunder as may
be required by law, solely to the extent necessary to determine DC's compliance with this Agreement, in
each case relating to the terminated portion of this CONTRACT for three years after final payment under this
CONTRACT. This includes all books and other evidence bearing on DC'S costs and expenses under this
CONTRACT. DC shall make these records and documents available to CITY, at DC'S office, at all
reasonable times upon reasonable notice, without any direct charge. If approved by CITY, photographs,
microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original
records and documents.
20. Notices
Any and all notices, requests, demands and other communications contemplated, called for, permitted, or
required to be given hereunder shall be in writing, except through the course of the parties' project
managers' routine exchange of information and cooperation during the term of the Services. Any written
communications shall be deemed to have been duly given upon actual in- person delivery, if delivery is by
direct hand, or upon delivery on the actual day of receipt or no greater than four calendar days after being
mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first.
• • Page 18 of 23
The date of mailing shall count as the first day. All communications shall be addressed to the appropriate
party at the address stated herein or such other address as the parties hereto may designate by written notice
from time to time in the manner aforesaid.
CITY
City of Newport Beach
Police Department
870 Santa Barbara
Newport Beach, CA 92660
ATTN: Captain Paul Henisey
DC
Deloitte Consulting LLP
2868 Prospect Park Drive
Sacramento, California 95670
Attn: Stephen Lee
21. News/Information Release
DC agrees that it will not issue any news releases in connection with either the award of this CONTRACT or
any subsequent amendment of or effort under this CONTRACT without first obtaining review and written
approval of said news releases from CITY through the CITY's project manager.
22. Security- Police Facility
Background checks:
All DC personnel to be employed in performance of Services under this CONTRACT may be subject to
background checks and clearance prior to working in a Police facility. DC shall prepare and submit an
information form to the CITY's Project Manager for all persons who will be working or who will need
access to the facility. These information forms shall be submitted at least five CITY working days prior to
the start of work on the CONTRACT or prior to the use of any person subsequent to DC'S start of work.
These information forms will be provided by CITY's Project Manager upon request and will be screened by
CITY's Police Department. These information forms shall be thorough, accurate, and complete. Omissions
or false statements, regardless of the nature or magnitude, may be grounds for denying clearance. No person
shall work in a police facility under this CONTRACT who has not received prior clearance from the CITY's
Police Department. Neither CITY, nor the Police Department need give a reason clearance is denied.
CITY shall be solely liable for the performance of such checks and the use of information garnered from
such checks as set forth herein. CITY shall (i) use information from such checks solely for the purposes of
approving DC personnel and subcontractors to provide Services hereunder, (ii) shall not disclose information
from such checks to any third party, and (iii) shall indemnify DC and its partners, principals, directors,
officers, employees, agents and subcontractors against all liability and claims arising out of the improper use
and reporting of information obtained from such checks.
Performance Requirements:
DC'S employees shall not smoke or use profanity or other inappropriate language while on site. DC'S
employees shall not enter the facility while under the influence of alcohol, drugs or other intoxicants and
shall not have such materials in their possession. DC employees shall cooperate with the reasonable requests
of CITY regarding facility security.
Page 19 of 23
23. Payment Terms
Invoices for professional fees in the amounts set forth in Attachment A attached hereto are to be submitted
upon acceptance of the Deliverable applicable to the amount of professional fees set forth in Attachment A
hereto to the CITY's Project Manager, unless otherwise directed in this CONTRACT. DC shall reference
CONTRACT number on invoice, and each invoice shall be in a format requested by CITY and containing
the information specified herein. Payment will be net 30 days after receipt of a properly submitted invoice.
Billing shall cover services and/or Deliverables not previously invoiced.
Payments made by CITY shall not preclude the right of CITY from thereafter disputing any items or services
involved or billed under this CONTRACT and shall not be construed as acceptance of any part of the
Deliverables or services. Without limiting its rights or remedies, DC shall have the right to suspend or
terminate entirely its services if payment is not received within thirty (30) days of receipt of invoice.
IN WITNESS WHEREOF, the parties have caused this CONTRACT to be executed on the day and year
first written above.
VED AS TO FORM:
Office of the City Attorney
for the City of Newport Beach
ATTEST:
CITY OF NEWPORT BEACH,
A Muni cip Corporation
By:
Homer Bludau, ty Manager
CONSULTANT:
Deloitte Consulting LLP
B • By:
LaVonne Harkless
City Clerk
�aj f
Name:
Principal
•
ATTACHMENT "A"
January 28, 2005
SCOPE OF WORK
Chief Bob McDonell
Chair Orange County Chiefs and Sheriffs Association
c/o Newport Beach Police Department
870 Santa Barbara Drive
Newport Beach, CA 92660
Subject: Proposal for Implementation Phase of RMS Information Sharing Project
Dear Chief McDonell:
• Page 20 of 23
We are very pleased to have had the opportunity to help the Orange County Integrated Law and Justice Working Group get to
contract with Knowledge Computing Corporation for the implementation of the RMS Information Sharing Project. We think it is
a strong solution that will provide immense value to Orange County from a general public safety perspective as well as a
Homeland Security tool.
We are also delighted that you have asked us to submit this proposal to provide follow on project management and oversight
services during the project. This letter outlines our proposal for those services.
This scope of services of this proposal consists of three components:
1. Oversight of the Knowledge Computing scope of work for the implementation of Phase 1 of the COPLINK
implementation for Orange County Integrated Justice.
2. Planning and coordination of Phase 2 COPLINK implementations that are identified prior to Phase 1 Provisional
Acceptance,
3. Follow -on statements of work for planning, coordination and implementation oversight of Phase 2 COPLINK
implementations that occur after provisional acceptance of Phase 1.
The proposal has a fixed price milestone based structure that covers the first two components. The third component will have a
separate site based pricing structure for each work order.
Comuonent I
The Phase 1 project plan that has been proposed by Knowledge Computing calls for approximately 80 days from inception to the
completion of testing and go -live of the system. Our proposal actually specifies a burn in period of 6 weeks following the go -live
before final acceptance is granted. Realistically, any significant issues in the system will likely surface during the fast few weeks
of that bum in period. As we will be in an oversight mode, specific activities are difficult to define in advance.
Oversight activity during the first 30 days will be intense, with extensive site visits and issue resolution regarding data mapping
and acquisition of the actual data, coordination of installation of hardware and other activities. Activity levels will continue to be
high, we believe, for 16 weeks as we prepare for acceptance testing and closely monitor system performance during the initial
weeks of operation.
We believe (assuming no significant delays occur) we can complete the bulk of our work in 16 weeks. We will return for ,an
additional week at the end of the bum in period and review the trouble logs and write a document that indicates whether final
acceptance is recommended or if further activity is required prior to final acceptance.
The primary resource on the project will continue to be Stephen Lee. Stephen will continue to be the primary contact and will be
extensively involved throughout the project. He will be assisted by another Deloitte Consulting resource who will be assigned to
the project full time for the three -month implementation period and the first 2 to 3 weeks of the burn -in period.
While it is not possible to completely define the activities required for an assignment of this nature, the following table describes
the activities that are likely to be undertaken during the project.
• Page 21 of 23
Week
Activities
Deliverables
1
Kickoff meeting
Project handbook
Finalize schedule and project processes
and documentation
Hardware site requirements
Facilitate information collection
2
Biweekly status meeting
Status Report
Attend site survey meetings
3
Site survey meetings
Requirements Validation Sessions
Facilitate data structure collection
4
Review configuration documentation
Status Report
RMS Vendor coordination
Biweekly status meeting
Steering Committee Meeting
5
Inspect staging installation
Hardware acceptance
Work with KCC to acquire data extracts
6
Finalize data center requirements and
Status Report
schedule
Develop test scenarios and scripts
Biweekly status meeting
7
Review data designs and data mapping
8
Review training materials
Status Report
Installation site coordination
Biweekly status meeting
Steering Committee Meeting
9
Functional application testing in staging
environment
10
Finalize test scenarios /scripts
Status Report
Witness hardware installation in permanent
site
Installation Acceptance
Biweekly status meeting
11
Inte ration testing
12
Defect resolution
Status Report
Biweekly status meeting
Steering Committee Meeting
13
User Acceptance Testing
14
Defect resolution
Status Report
Biweekly status meeting
15
Go Live!
Performance monitoring
16
Performance Monitoring
Status Report
Biweekly status meeting
Steering Committee Meeting
17
Limited activity
18
Biweekl status meeting
Status Report
19
Limited activity
20
Write system acceptance report
Acceptance Report
The schedule is, of course, dependent on KCC's performance. If they fall behind, we expect to stay very busy working to get them
to completion as close to schedule as possible. We have based our costing on a full 16 -week schedule. We will then ramp up at
the end of the six -week bum -in period to review fault logs and writs the Acceptance Report.
Component 2
The second component of the work is the identification of early Phase 2 sites and the planning associated with getting those sites
ready for implementation. As part of the Phase 1 site visits we will discuss potential additional data sources that are present at the
• • Page 22 of 23
sites. During Phase 1 we will also meet (in person or by telephone) with each of the designated Phase 2 agencies and revisit the
readiness of thew systems for incorporation into the integration platform.
A presentation will be made to the Steering Committee of the status and expected readiness dates for the phase 2 sites. The
presentation will include recommendations regarding which sites should be integrated into the system immediately (either
immediately after Phase 1 or in the later stages of Phase 1) and a statement of work will be prepared to Knowledge Computing to
execute upon as the first part of Phase 2.
Component 3
The third component of the work consists of readiness assessments of additional Phase 2 systems, the preparation of statements of
work for the integration of those systems or additional infrastructure components and oversight of the integration of these
additional systems and infrastructure.
It is possible that the integration of additional systems can be accomplished into the RMS Data Sharing System without further
involvement from an external consultant. Depending on how the earlier implementations proceed and the status of the Integrated
Law and Justice Working Group, it may be desirable to have Deloitte continue to provide planning and oversight services for the
integration of further systems.
The exact scope of services for each system is likely to vary to a degree. For the purposes of the proposal the work involved with
the integration of each system is broken into a planning stage and an oversight stage.
The planning stage includes a site visit to the agency housing the system to be integrated to discuss the integration process with the
agency's personnel, confirm the readiness of the system for integration and compile (at a high level) the data contained in the
system and any features that are expected to be of particular value or present issues to the integration project. The output of the
planning stage is a statement of work suitable for Knowledge Computing Corporation to execute.
The oversight stage commences with Knowledge Comp ting's site visit to the agency with the system to be integrated. Deloitte
Consulting personnel will attend the site visit and then will review and provide feedback on the configuration / design document
that is submitted by Knowledge Computing. Deloitte personnel will participate in the integration and acceptance testing of the
integrated solution and provide a list of deficiencies should any be identified during the testing. Once deficiencies are cleared,
Deloitte will prepare and issue a letter format acceptance report on the integrated system
Component 1 and 2 Pricing
Our costs to complete the fast two components of the work are $220,000 including expenses.
Should the project fall behind schedule as a result of a change in scope or a KCC delay we will raise the expected delay as an issue
as soon as practical and will attempt to work with you to adjust the workplan to accommodate the delay. If a no cost extension is
not possible then we would expect to negotiate an additional statement of work to cover the extended period.
Component 3 Pricing
It is understood that the work described in component 3 may or may not be awarded to Deloitte Consulting. Assuming that both
parties agree that Deloitte should undertake planning and oversight work associated with integration of additional Phase 2 sites
then the following pricing table will apply.
Efficiencies are expected if more than one system is being integrated during any given period. Therefore unit costs are discounted
as the number of systems being integrated at the point in time increases.
Milestone
Amount
1
Configuration Document Review
$50,000
2
Finalize Data Center Requirements
and Schedule
$50,000
3
Integration Testin Complete
$50,000
4
Go Live
$50,000
5
Acceptance Report
$20,000
Should the project fall behind schedule as a result of a change in scope or a KCC delay we will raise the expected delay as an issue
as soon as practical and will attempt to work with you to adjust the workplan to accommodate the delay. If a no cost extension is
not possible then we would expect to negotiate an additional statement of work to cover the extended period.
Component 3 Pricing
It is understood that the work described in component 3 may or may not be awarded to Deloitte Consulting. Assuming that both
parties agree that Deloitte should undertake planning and oversight work associated with integration of additional Phase 2 sites
then the following pricing table will apply.
Efficiencies are expected if more than one system is being integrated during any given period. Therefore unit costs are discounted
as the number of systems being integrated at the point in time increases.
U
• Page 23 of 23
Number of Systems being
integrated concurrently
Planning Costs per
System
Oversight Costs per
System
1 -2
$1500
$3500
3 -4
$1200
$3000
More than 4
$1000
$2500
These costs are based on the assumption that additional systems are relatively uniform in the level of effort required to support
planning and oversight of the integration. In the event that a system to be integrated is judged to require a significantly different
level of services than those generally experienced during Phase 1 or the early stages of Phase 2 of the project then it is assumed
that a specific price for the planning and oversight services associated with that statement of work will be negotiated.
Conclusion
We assume that our existing contract terms would be extended to cover this engagement.
We hope that this proposal meets your needs. We think it is the best way to provide the oversight guidance and other support that
is going to be needed to bring the project to a successful implementation. We look forward to continuing to work with you.
Deloitte Consulting LLP
By Robert Wetzel
Principal
FE2 ) 2005
600 -a0o#1
CITY OF NEWPORT BEACH
CITY COUNCIL STAFF REPORT
Agenda Item No. 10
February 8, 2005
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Paul Henisey, Support Services Division Commander
. Bob McDonell, Chief of Police
SUBJECT: APPROVAL OF CONTRACT WITH DELOITTE CONSULTING FOR THE
ORANGE COUNTY INTEGRATED LAW AND JUSTICE PROJECT
RECOMMENDATION:
1. Approve the attached contract with Deloitte Consulting in the amount of
$220,000 from the ILJ UASI Grant Funds Account #7017- C1820802 for
implementation services in connection with the Orange County Integrated
Law and Justice ( OCILJ) Records Management/Case Management data -
sharing project previously approved by Council on January 11, 2005.
2. Authorize the City Manager to sign the contract with Deloitte Consulting.
DISCUSSION:
Background:
On March 9, 2004, Council approved the acceptance of approximately $1.9 million in
grant funds to administer on behalf of the Orange County Integrated Law and Justice
Project (comprised of the entire Criminal Justice System in Orange County). In that
prior communication, Council was advised that we were requested to administer the
grants for the Project by the Orange County Chiefs' and Sheriffs Association as a result
of some difficulties being experienced by the County of Orange in facilitating the
approval of various elements of the Integrated Law and Justice Project.
Deloitte Consulting has been a partner in the Integrated Law and Justice Project since
its inception, following a competitive bidding process for consulting services. Deloitte
assisted in the production of a detailed Strategic Plan on behalf of the OCILJ, which
identified a number of initiatives required in order to bring about substantive
improvement in the Criminal Justice System in this County. Recently, Deloitte
developed the specifications and request for proposals, assisted in the evaluation of
responses and participated in the selection of the vendor for the Data Sharing Project.
The OCILJ Project Steering Committee approved the contract with Knowledge
• Contract Approval — Integad Law & Justice Project
February 8, 2005
Page 2
Computing Corporation on December 6, 2004, and the Newport Beach City Council
awarded that contract on January 11, 2005. The Steering Committee has also
recommended continuing the engagement with Deloitte Consulting, based upon the
credibility they have displayed in the Strategic Planning process, the body of knowledge
gained regarding the Orange County Criminal Justice System throughout their
association with a variety of facets of the ILJ Project, and the quality work Deloitte has
performed to date in the Data Sharing Project.
The attached Deloitte contract will provide for required services necessary to now
implement the Knowledge Computing "Coplink" data sharing system within the Orange
County Criminal Justice System and will provide for management oversight of the
project through to scheduled completion. The implications of this project are significant.
While the Newport Beach Police Department has accepted responsibility for
administering the overall ILJ project, consulting services for the Data Sharing Project
are essential for such a complicated implementation. This proposed contract with
Deloitte Consulting has been approved by the OCILJ Project Steering Committee at its
meeting on January 31, 2005.
This report requests authorization to proceed with the Deloitte Consulting contract in the
amount of $220,000 funded from the Orange County ILJ UASI Grant Account #7017 -
C1820802.
Environmental Review:
None required.
Funding Availability:
All funds required for this Project are Federal grant funds, authorized for expenditure
under the Santa Ana /Anaheim UASI Grant Program.
Prepared and Submitted by:
Paul Henisey, Captai
Support Services Divi ion Commander
Attachment: Deloitte Contract
Bob McDonell
CHIEF OF POLICE
Deloitte. 0
January 28, 2005
Chief Bob McDonell
Chair Orange County Chiefs and Sheriffs Association
c/o Newport Beach Police Department
870 Santa Barbara Drive
Newport Beach, CA 92660
•
Deloitte Consulting LLP
Sidle 400
2868 Prospect Park Drive
Rancho Cordova, CA 95670.6065
USA
Tel: (916) 288 -3100
Fax: (916) 288 -3131
v .deloioe.com
Subject: Proposal for Implementation Phase of RMS Information Sharing Project
Dear Chief McDonell:
We are very pleased to have had the opportunity to help the Orange County Integrated Law and
Justice Working Group get to contract with Knowledge Computing Corporation for the
implementation of the RMS Information Sharing Project. We think it is a strong solution that will
provide immense value to Orange County from a general public safety perspective as well as a
Homeland Security tool.
We are also delighted that you have asked us to submit this proposal to provide follow on project
management and oversight services during the project. This letter outlines our proposal for those
services.
This scope of services of this proposal consists of three components:
1. Oversight of the Knowledge Computing scope of work for the implementation of Phase 1 of
the COPLINK implementation for Orange County Integrated Justice.
2. Planning and coordination of Phase 2 COPLINK implementations that are identified prior to
Phase 1 Provisional Acceptance,
3. Follow -on statements of work for planning, coordination and implementation oversight of
Phase 2 COPLINK implementations that occur after provisional acceptance of Phase 1.
The proposal has a fixed price milestone based structure that covers the first two components. The
third component will have a separate site based pricing structure for each work order.
Components
The Phase 1 project plan that has been proposed by Knowledge Computing calls for approximately 80
days from inception to the completion of testing and go -live of the system. Our proposal actually
specifies a burn in period of 6 weeks following the go -live before final acceptance is granted.
Realistically, any significant issues in the system will likely surface during the first few weeks of that
Member of
Deloitte Touche Tohmatsu
Orange County Integrated Justice - Extension of RMS Information Sharing SOW
November 18, 2004
Page 2 of 5
bum in period. As we will be in an oversight mode, specific activities are difficult to define in
advance.
Oversight activity during the first 30 days will be intense, with extensive site visits and issue
resolution regarding data mapping and acquisition of the actual data, coordination of installation of
hardware and other activities. Activity levels will continue to be high, we believe, for 16 weeks as we
prepare for acceptance testing and closely monitor system performance during the initial weeks of
operation.
We believe (assuming no significant delays occur) we can complete the bulk of our work in 16
weeks. We will return for an additional week at the end of the burn in period and review the trouble
logs and write a document that indicates whether final acceptance is recommended or if further
activity is required prior to final acceptance.
The primary resource on the project will continue to be Stephen Lee. Stephen will continue to be the
primary contact and will be extensively involved throughout the project. He will be assisted by
another Deloitte Consulting resource who will be assigned to the project full time for the three month
implementation period and the first 2 to 3 weeks of the bum -in period.
While it is not possible to completely define the activities required for an assignment of this nature,
the following table describes the activities that are likely to be undertaken during the project.
Week
Activities
Deliverables
1
Kickoff meeting
Project handbook
Finalize schedule and project processes
and documentation
Hardware site requirements
Facilitate information collection
2
Biweekly status meeting
Status Report
Attend site survey meetings
3
Site survey meetings
Requirements Validation Sessions
Facilitate data structure collection
4
Review configuration documentation
Status Report
RMS Vendor coordination
Biweekly status meeting
Steerinq Committee Meeting
5
Inspect staging installation
Hardware acceptance
Work with KCC to acquire data extracts
6
Finalize data center requirements and
Status Report
schedule
Develop test scenarios and scripts
Biweekly status meeting
7
Review data designs and data mapping
8
Review training materials
Status Report
Installation site coordination
Biweekly status meeting
Steerina Committee Meeting
9
Functional application testing in staging
environment
Orange County Integrated Justice - extension of RMS Information Sharing SOW •
November 18, 2004
Page 3 of 5
10
Finalize test scenarios /scripts
Status Report
Witness hardware installation in permanent
site
Installation Acceptance
Biweekly status meeting
11
Integration testing
12
Defect resolution
Status Report
Biweekly status meeting
Steering Committee Meeting
13
User Acce tance Testing
14
Defect resolution
Status Report
Biweekly status meeting
15
Go Livel
Performance monitoring
16
Performance Monitoring
Status Report
Biweekly status meeting
ering Committee Meeting
17
Limited activity
18
Biweekly status meeting
Status Report
19
Limited activity
20
Write system acceptance report
Acceptance Report
The schedule is, of course, dependent on KCC's performance. If they fall behind, we expect to stay
very busy working to get them to completion as close to schedule as possible. We have based our
costing on a full 16 week schedule. We will then ramp up at the end of the six week burn-in period to
review fault logs and write the Acceptance Report.
Component 2
The second component of the work is the identification of early Phase 2 sites and the planning
associated with getting those sites ready for implementation. As part of the Phase I site visits we will
discuss potential additional data sources that are present at the sites. During Phase 1 we will also
meet (in person or by telephone) with each of the designated Phase 2 agencies and revisit the
readiness of their systems for incorporation into the integration platform.
A presentation will be made to the Steering Committee of the status and expected readiness dates for
the phase 2 sites. The presentation will include recommendations regarding which sites should be
integrated into the system immediately (either immediately after Phase 1 or in the later stages of
Phase 1) and a statement of work will be prepared to Knowledge Computing to execute upon as the
first part of Phase 2.
Component 3
The third component of the work consists of readiness assessments of additional Phase 2 systems, the
preparation of statements of work for the integration of those systems or additional infrastructure
components and oversight of the integration of these additional systems and infrastructure.
It is possible that the integration of additional systems can be accomplished into the RMS Data
Sharing System without further involvement from an external consultant. Depending on how the
0 0
Orange County Integrated Justice - Extension of RMS Information Sharing SOW
November 18, 2004
Page 4 of S
earlier implementations proceed and the status of the Integrated Law and Justice Working Group, it
may be desirable to have Deloitte continue to provide planning and oversight services for the
integration of further systems.
The exact scope of services for each system is likely to vary to a degree. For the purposes of the
proposal the work involved with the integration of each system is broken into a planning stage and an
oversight stage.
The planning stage includes a site visit to the agency housing the system to be integrated to discuss
the integration process with the agency's personnel, confirm the readiness of the system for
integration and compile (at a high level) the data contained in the system and any features that are
expected to be of particular value or present issues to the integration project. The output of the
planning stage is a statement of work suitable for Knowledge Computing Corporation to execute.
The oversight stage commences with Knowledge Computing's site visit to the agency with the system
to be integrated. Deloitte Consulting personnel will attend the site visit and then will review and
provide feedback on the configuration / design document that is submitted by Knowledge Computing.
Deloitte personnel will participate in the integration and acceptance testing of the integrated solution
and provide a list of deficiencies should any be identified during the testing. Once deficiencies are
cleared, Deloitte will prepare and issue a letter format acceptance report on the integrated system.
Component 1 and 2 Pricing
Our costs to complete the first two components of the work are $220,000 including expenses.
Should the project fall behind schedule as a result of a change in scope or a KCC delay we will raise
the expected delay as an issue as soon as practical and will attempt to work with you to adjust the
workplan to accommodate the delay. If a no cost extension is not possible then we would expect to
negotiate an additional statement of work to cover the extended period.
Component Pricing
It is understood that the work described in component 3 may or may not be awarded to Deloitte
Consulting. Assuming that both parties agree that Deloitte should undertake planning and oversight
work associated with integration of additional Phase 2 sites then the following pricing table will
apply.
Milestone
Amount
1
Configuration Document
Review
$50,000
2
Finalize Data Center
Requirements and Schedule
$50,000
3
Inte tion Testing Complete
$50,000
4
Go Live
$50,000
5
Acceptance Report
$20,000
Should the project fall behind schedule as a result of a change in scope or a KCC delay we will raise
the expected delay as an issue as soon as practical and will attempt to work with you to adjust the
workplan to accommodate the delay. If a no cost extension is not possible then we would expect to
negotiate an additional statement of work to cover the extended period.
Component Pricing
It is understood that the work described in component 3 may or may not be awarded to Deloitte
Consulting. Assuming that both parties agree that Deloitte should undertake planning and oversight
work associated with integration of additional Phase 2 sites then the following pricing table will
apply.
Orange County Integrated Justice *xtension of RMS Information Sharing SOW •
November 18, 2004
Page 5 of 5
Efficiencies are expected if more than one system is being integrated during any given period.
Therefore unit costs are discounted as the number of systems being integrated at the point in time
increases.
Number of Systems
being integrated
concurrent)
Planning Costs per
System
Oversight Costs per
System
1 -2
$1500
$3500
3-4
$1200
$3000
More than 4
$1000
$2500
These costs are based on the assumption that additional systems are relatively uniform in the level of
effort required to support planning and oversight of the integration. In the event that a system to be
integrated is judged to require a significantly different level of services than those generally
experienced during Phase 1 or the early stages of Phase 2 of the project then it is assumed that a
specific price for the planning and oversight services associated with that statement of work will be
negotiated.
Conclusion
We assume that our existing contract terms would be extended to cover this engagement.
We hope that this proposal meets your needs. We think it is the best way to provide the oversight
guidance and other support that is going to be needed to bring the project to a successful
implementation. We look forward to continuing to work with you.
Deloitte Consulting LLP
By Robert Wetzel
Principal
• • Page I of 23
AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH
AND DELOITTE CONSULTING LLP TO PROVIDE IMPLEMENTATION SERVICES FOR THE
OCILJ RECORDS MANAGEMENT / CASE MANAGEMENT DATA SHARING PROJECT
THIS CONTRACT is made and entered into this _ day of February 2005 by and between the CITY OF
NEWPORT BEACH, a municipal corporation (hereinafter called the "CITY'), and DELOITTE
CONSULTING LLP, 2868 Prospect Park Drive, Sacramento, California 95670 (hereinafter called "DC ")
and is made with reference to the following:
RECITALS
A. CITY is a municipal corporation duly organized and validly existing under the laws of the State of
California with the power to carry on its business as it is now being conducted under the statutes of
the State of California and the charter of the City;
B. DC is a limited liability partnership organized and existing pursuant to the laws of the State of
Delaware;
C. In 1996, law enforcement executives throughout Orange County organized to establish the Orange
County Integrated Law and Justice Project ( OCILJ), a countywide effort to integrate the diverse
information systems of all criminal justice agencies in the County. This multi -phase project is
designed to establish common data systems and processes, facilitate communications among the
various police and criminal justice system agencies, increase efficiency in utilization of scarce
resources, and reduce duplication of effort. A Strategic Plan for implementation of the project phases
is in place, and funding is provided through federal grants. DC provides consultant services on the
OCILJ Project.
D. Effective March 9, 2004, the City was designated as the lead agency and grant administrator for the
monies allocated by the federal government pursuant to a COPS MORE grant for the OCILJ
Project. These grant monies are held by City on behalf of the OCILJ Steering Committee. The
OCILJ Steering Committee, chaired by Chief of Police Bob McDonell of Newport Beach, makes
decisions on how these funds are distributed.
E. A critical phase of the OCILJ Project involved the development of a technical and operational
solution to enable the Justice agencies in the County to share information with each other from their
records management systems and related databases, and to provide a set of tools that can be used to
analyze the data in those systems across jurisdictional boundaries. DC assisted the OCILJ Committee
obtain a vendor, Knowledge Computing Corporation, to design and provide a Records
Management/Case Management (RMS /CMS) data sharing system. CITY desires to hire DC to
provide ongoing implementation and management oversight services in connection with the
incorporation of police and criminal justice systems into the infrastructure of the RMS /CMS Data
Sharing System developed by Knowledge Computing Corporation.
F. The services to be provided by DC under this CONTRACT are described in the Scope of Work
attached hereto as Attachment A (entitled "Proposal for hnplementation Phase of RMS Information
Sharing Project" dated January 28, 2005). There are three components to the implementation and
management oversight services:
1. Component 1 of the work involves the installation, establishment and operational testing
and analysis of the system among the primary test agencies and RMS systems of the
Orange County Superior Courts, Newport Beach, Irvine, Garden Grove and Brea Police
• • Page 2 of 23
Departments, and the new release of the RMS System being implemented to serve the West
Covina Consortium, consisting of Cypress, Seal Beach and other Orange County agencies
that elect to be served by the Consortium, and the Orange County Sheriff's Department's
RMS and LARS (Local Arrest Records System,) including their Mug -shot database.
2. Component 2 involves assessing the readiness of the approximately 17 additional
remaining police RMS systems throughout the County and portions of the District Attorney
and Probation Department's CMS systems to be incorporated into the infrastructure of the
Data Solution System, and the planning associated with getting those sites ready for
implementation.
3. Component 3 consists of readiness assessments of the systems not ready for
implementation during Component 2, the preparation of statements of work for the
integration of those systems or additional infrastructure components and oversight of the
integration of these additional systems.
G. The funds currently allocated under the COPS Office grant are insufficient to implement the entire
OCIL7 Project and complete the RMS /CMS Information Sharing Project phase. Santa Ana and
Anaheim have received a grant entitled "FY04 Urban Area Security Initiative" (UASI grant) from
the Federal Department of Homeland Security, Office of Domestic Preparedness, through the State
of California, Office of Homeland Security, to enhance Countywide emergency preparedness.
H. The OCIL7 Project, especially the portion related to data sharing among agencies within the
County, will substantially enhance homeland security by significantly improving the accessibility
and speed of transfer of criminal justice and suspect data between the justice agencies within the
County, thus improving investigative abilities and reducing the potential for terrorism or terrorists
to go undetected. Consequently, the Santa Ana and Anaheim Urban Areas will fund through the
FY2004 UASI grant a substantial portion of the project that enables data and information sharing,
as well as the data analysis and intelligence tools in support of homeland security objectives.
I. CITY, as grant administrator for the OCIL7, has reviewed the previous experience and evaluated
the expertise of DC, and desires to retain DC to render professional management oversight and
implementation services for the Project, under the terms and conditions set forth in this Agreement.
The total cost to complete the work for Component 1 and 2 is $220,000.00. If the contract is
extended per mutual agreement to include Component 3 services, payment shall be by site per the
terms in Attachment A (Scope of Work.)
NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually agreed by and between CITY and DC as follows,
General Terms and Conditions
A. Governine Law and Venue:
This Agreement (hereinafter "CONTRACT ") has been negotiated and executed in the state of California and
shall be governed by and construed under the laws of the state of California. In the event of any legal action
to enforce or interpret this CONTRACT, the sole and exclusive venue shall be a court of competent
jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the
jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties
specifically agree to waive any and all rights to request that an action be transferred for trial to another
County.
•
B. Entire Contract:
• Page 3 of 23
This CONTRACT and its attachments, when accepted by CITY and DC in writing, contains the entire
CONTRACT between the parties with respect to the matters herein, and there are no restrictions, promises,
warranties or undertakings other than those set forth herein or referred to herein with respect thereto. No
exceptions, alternatives, substitutes or revisions are valid or binding on DC or CITY unless authorized by
CITY and DC in writing. Electronic acceptance of any additional terms, conditions or supplemental
CONTRACTS by any CITY employee or agent, including but not limited to installers of software, shall not
be valid or binding on CITY unless accepted in writing by the CITY's Project Manager (discussed below) or
designee.
C. Amendments:
No alteration or variation of the terns of this CONTRACT shall be valid unless made in writing and signed
by the parties; no oral understanding or agreement related to the subject matter of this CONTRACT not
incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or
revisions are valid or binding on CITY or DC unless authorized by CITY and DC in writing.
D. Taxes:
Unless otherwise provided herein or by law, price quoted does not include California State sales or use tax.
E. Services and Delivery:
CITY reserves the right to refuse any Deliverables (as defined in Section 14 of the Specific Terms and
Conditions below) or Services (as defined in Section 2 of the Specific Terms and Conditions below) and to
reject all or any part of the Deliverables not conforming in all material respects to applicable specifications
set forth in the Scope of Work and the Letter Proposal from DC to Chief McDonell dated January 28, 2005,
attached hereto as Attachment A and C respectively (hereinafter collectively referred to as the "Scope of
Work." Acceptance of any part of the order for Deliverables shall not bind CITY to accept future shipments.
Over - shipments and under- shipments of Deliverables shall be only as agreed to in writing by CITY. Delivery
shall not be deemed to be complete until all Deliverables or Services have actually been received and
accepted by CITY in accordance with Section F below.
F. Acceptance/Payment:
All Deliverables shall be subject to the review and approval of the CITY's Project Manager or designee.
Approval shall be granted if the Deliverable conforms in all material respects to the requirements of the
Scope of Work. CITY approval shall not be unreasonably withheld. Approval of a Deliverable shall be
deemed given upon the earlier of (i) CITY's failure to provide DC with approval or a notice of deficiencies
in writing for such Deliverable within thirty (30) business days of delivery unless otherwise agreed to by
Project Managers thereof, and (ii) CITY's commencement of use of the Deliverable. To the extent that any
Deliverables are or have been approved by the CITY pursuant to the terms hereof at any stage of DC's
performance hereunder, DC shall be entitled to rely on such approval, for purposes of all subsequent stages
of DC's performance. Unless otherwise agreed to in writing by CITY, 1) acceptance of a Deliverable shall
not be deemed complete unless in accordance with this Section F, and 2) payment of professional fees with
respect to a Deliverable shall be made after acceptance thereof in accordance with this Section F, pursuant to
the payment terms set forth herein.
•
G. Warranty
• Page 4 of 23
(1) This is a services engagement. DC warrants that it will perform the services hereunder in good faith
and in a professional manner. Execution of this CONTRACT shall constitute an agreement upon DC's part
to indemnify, defend with counsel agreed to in writing by CITY (which agreement shall not be unreasonably
withheld by CITY) and hold CITY and its indemnities as identified in paragraph "P" below, and as more
fully described in paragraph "P," harmless from liability, loss, damage and expense, including reasonable
counsel fees, incurred or sustained by CITY by reason of third party claims arising as a result of DC's non-
compliance with any applicable state or federal codes, ordinances, orders, or statutes in the course of
performing the Services hereunder, including the Occupational Safety and Health Act (OSHA) and the
California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.
(2) EXCEPT FOR THOSE WARRANTIES EXPRESSLY PROVIDED IN THIS SECTION G OF THIS
CONTRACT, DC DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
H. Patent/Copvriebt Materials/Proprietary Infringement:
Unless otherwise expressly provided in this CONTRACT, DC shall be solely responsible for clearing the
right to use any patented or copyrighted materials in the performance of this CONTRACT. DC agrees that,
in accordance with the more specific requirement contained in paragraph "P" below, it shall indemnify,
defend with counsel agreed to in writing, which agreement shall not be unreasonably withheld by CITY, and
hold CITY and CITY INDEMNITIES harmless from any and all third party claims of infringement or
violation of any patent, intellectual property right, or trade secret right by the Deliverables and bq responsible
for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including,
but not limited to, reasonable attorney's fees, costs and expenses, except to the extent that such infringement
or violation arises from, or could have been avoided except for (i) the indemnified party's modification of
DC's Deliverables or use thereof in a manner not contemplated by this Agreement, (ii) the failure of the
indemnified party to use any corrections or modifications made available by DC, (iii) information, materials,
instructions or specifications provided by or on behalf of the indemnified party, or (iv) the use of DC's
Deliverables in combination with any product or data not provided by DC without DC's consent. If CITY's
use of any such Deliverable, or any portion thereof, is or is likely to be enjoined by order of a court of
competent jurisdiction as such an infringement or violation, DC, at its option and expense, shall have the
right to (x) procure for CITY the continued use of such Deliverable, (y) replace such Deliverable with non-
infringing work product, or (z) modify such Deliverable so it becomes non - infringing; provided that, if (y) or
(z) is the option chosen by DC, the replacement or modified Deliverable is capable of performing the same
function. The foregoing provisions of this paragraph constitute the sole and exclusive remedy of the
indemnified parties, and the sole and exclusive obligation of DC, relating to a claim that a Deliverable
infringes or violates any patent, intellectual property right or trade secret right of a third party.
I. Assienment or Sub - Contracting:
The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors,
executors, administrators and assigns of the parties. Furthermore, neither the performance of this
CONTRACT nor any portion thereof may be assigned or sub - contracted by DC without the express written
consent of CITY. Any attempt by DC to assign or sub - CONTRACT the performance or any portion thereof
of this CONTRACT without the express written consent of CITY shall be invalid and shall constitute a
breach of this CONTRACT. Notwithstanding the foregoing (i) DC may, upon notice, assign personnel of its
affiliates to provide the Services in lieu of or in addition to its own personnel; provided, however, that DC
• • Page 5 of 23
shall not be relieved of its obligations hereunder, and (ii) either party may assign this CONTRACT, with the
written consent of the other party, to an entity that has acquired all or substantially all of the assigning
party's assets as a successor to the business.
J. Non - Discrimination:
In the performance of this CONTRACT, DC agrees that it will comply with the applicable requirements of
Section 1735 of the California Labor Code and not engage nor permit any subcontractor to engage in
discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, or sex of such persons. DC
acknowledges that a violation of this provision shall subject DC to all the penalties imposed for a violation of
anti - discrimination law or regulation including but not limited to Section 1720 et seq. of the California Labor
Code.
K. Termination:
In addition to any other remedies or rights it may have by law and those set forth in this CONTRACT,
either party has the right to terminate this CONTRACT without penalty for cause upon thirty (30) days prior
written notice, provided that in the event of such termination for cause, the breaching party shall. have the
right to cure the breach within the notice period. CITY has the right to terminate this CONTRACT without
cause and without penalty after 30 days' written notice to DC. Cause shall be defined as any material breach
of CONTRACT, or any misrepresentation or fraud on the part of a party. Exercise by a party of its right to
terminate the CONTRACT shall relieve such party of all further obligations except for those obligations
incurred prior to the effective date of termination.
L. Consent To Breach Not Waiver:
No term or provision of this CONTRACT shall be deemed waived and no breach excused, unless such
waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any
consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute
consent to, waiver of, or excuse for any other different or subsequent breach.
M. Remedies Not Exclusive:
Except as expressly provided herein, the remedies for breach set forth in this CONTRACT are cumulative as
to one another and as to any other provided by law, rather than exclusive; and the expression of certain
remedies in this CONTRACT does not preclude resort by either party to any other remedies provided by law.
N. Independent Contractor:
It is understood that CITY retains DC on an independent contractor basis and DC is not an agent or
employee of CITY. The manner and means of conducting the work are under the control of DC, except to
the extent they are limited by statute, rule or regulation and the expressed terms of this CONTRACT.
Nothing in this CONTRACT shall be deemed to constitute approval for DC or any of DC's employees or
agents, to be the agents or employees of CITY. DC shall have the responsibility for and control over the
means of performing the work, provided that DC is in compliance with the terms of this CONTRACT.
Anything in this CONTRACT that may appear to give CITY the right to direct DC as to the details of the
performance or to exercise a measure of control over DC shall mean only that DC shall follow the desires of
CITY with respect to the results of the services. Neither DC, any subcontractor, its employees nor anyone
working under DC or any subcontractor shall qualify for workers' compensation or other fringe benefits of
any kind through CITY.
• • Page 6 of 23
O. Performance:
DC shall perform all Services under this CONTRACT as set forth in the Scope of Work, taking all necessary
steps and precautions to perform the Services in accordance with this CONTRACT. DC shall be responsible
for the professional quality, technical assurance, timely completion and coordination of all documentation
and other Deliverables/Services furnished by DC under this CONTRACT. DC shall perform all Services
diligently, carefully, and in a good and workman-like manner; shall furnish all labor, supervision, machinery,
equipment, materials, and supplies necessary therefore, except as otherwise specified in the Scope of Work
attached hereto as Attachment A and Attachment C or agreed to by the parties; shall at its sole expense
obtain and maintain all permits and licenses required for performance of the Services by public authorities,
including those of CITY required in its governmental capacity, in connection with performance of the
Services; and shall be fully responsible for all Services performed by subcontractors.
P. Indemnification/Insurance:
(i) Indemnification
DC agrees to indemnify, defend with counsel approved in writing by CITY, which approval shall not be
unreasonably withheld, and hold CITY, its elected and appointed officials, officers, employees and agents
(CITY INDEMNITIES') harmless from any claims, demands or liability of any kind or nature arising as a
result of third party claims of bodily injury or real or tangible personal property damage, to the extent
directly and proximately caused by the negligence or willful misconduct of DC's personnel in the course of
performance of the Services pursuant to this CONTRACT; provided, however, that if there also is fault on
the part of CITY or any entity or individual indemnified hereunder or any entity or individual acting on
CITY's behalf, the foregoing indemnification shall be on a comparative fault basis. If judgment is entered
against DC and CITY by a court of competent jurisdiction because of the concurrent active negligence of
CITY or CITY INDEMNITIES, DC and CITY agree that liability will be apportioned as determined by the
court. Neither party shall request a jury apportionment.
As a condition to all indemnity obligations arising under this CONTRACT, the indemnified party shall
provide the indemnifying party with prompt notice of any claim for which indemnification shall be sought
hereunder and shall cooperate in all reasonable respects with the indemnifying party in connection with any
such claim. The indemnifying party shall be entitled to control the handling of any such claim and to defend
any such claim, in its sole discretion. The indemnifying party shall require the written permission of the
indemnified party as to any settlement of such claim unless such settlement absolves the indemnified party of
all liability and responsibility for such claim, which written permission shall not be unreasonably refused.
(ii) Insurance Requirements
Prior to the provision of services under this CONTRACT, DC agrees to purchase all required insurance at
DC's expense and to deposit with the CITY industry standard Certificates of Insurance, evidencing that the
insurance provisions of this CONTRACT have been complied with and to keep such insurance coverage
current and the certificates therefore on deposit with the CITY during the entire term of this CONTRACT.
In addition, all subcontractors performing Services on behalf of DC pursuant to this CONTRACT shall
obtain insurance subject to the same terms and conditions as set forth herein for DC.
DC shall be responsible of any deductible. If DC fails to maintain insurance required under this
CONTRACT for the full term of this CONTRACT, the CITY may terminate this CONTRACT.
0 Page 7 of 23
(a) Qualified Insurer
The policy or policies of insurance must be issued by an insurer approved to do business in the state of
California (California Admitted Carrier).
Minimum insurance company ratings as determined by the most current edition of the Best's Key Rating
Guide/Pronerty- Casualty[United States or ambest.com shall be A- (Secure Best's Rating) and VIII (Financial
Size Category).
A person authorized by the insurer shall sign certification of all required policies.
(b) Coverage Requirements
The policy or policies of insurance maintained by DC shall provide the minimum limits and coverage as set
forth below:
Coverage
Commercial General Liability with
property damage and contractual liability
Automobile Liability including coverage
for owned, non -owned and hired vehicles
Workers' Compensation
Employers' Liability Insurance
Minimum Limits
$1,000,000 combined single
limit per occurrence
$2,000,000 aggregate
$1,000,000 combined single
limit per occurrence
Statutory
$1,000,000 per occurrence
All liability insurance required by this CONTRACT shall be at least $1,000,000 combined single limit per
occurrence. The minimum aggregate limit for the Commercial General Liability policy shall be $2,000,000.
(c) Endorsements
Each general liability and automobile liability insurance policy shall provide the following coverages:
The City, its elected or appointed officers, officials, employees, agents and volunteers
are to be covered as additional insureds with respect to liability arising out of work
performed by or on behalf of the Consultant.
ii. This policy shall be considered primary insurance as respects to City, its elected or
appointed officers, officials, employees, agents and volunteers as respects to all
claims, losses, or liability arising directly or indirectly from the Consultant's
operations or services provided to City. Any insurance maintained by City, including
any self - insured retention City may have, shall be considered excess insurance only
and not contributory with the insurance provided hereunder.
iii. This insurance shall act for each insured and additional insured as though a separate
policy had been written for each, except with respect to the limits of liability of the
insuring company.
•
• Page 8 of 23
iv. The insurer waives all rights of subrogation against City, its elected or appointed
officers, officials, employees, agents and volunteers.
V. Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to City, its elected or appointed officers, officials, employees,
agents or volunteers.
vi. The insurance provider will endeavor to provide thirty (30) calendar days written
notice if the insurance provided by this policy shall be suspended, voided, canceled, or
materially reduced in coverage or in limits, by either party.
DC shall promptly notify CITY in the event that it becomes aware of cancellation of the insurance
required hereunder.
The Commercial General Liability policy shall contain a severability of interests clause.
DC is aware of the provisions of Section 3700 of the California Labor Code, which requires every employer
to be insured against liability for Workers' Compensation or be self - insured in accordance with provisions of
that code. DC will comply with such provisions and shall, upon written request, furnish the CITY industry
standard certificates of insurance as evidence that the DC has secured, for the period of this CONTRACT,
statutory Workers' Compensation insurance and Employers' Liability insurance with minimum limits of
$1,000,000 per occurrence.
Insurance certificates should be forwarded to the agency /department address listed on the request.
If DC does not deposit copies of certificates of insurance as provided herein with CITY incorporating such
changes within thirty (30) days of receipt of such request, this CONTRACT may be in breach without further
notice to DC, and CITY shall be entitled to seek all legal remedies.
The procuring of such required policy or policies of insurance shall not be construed to limit DC's liability
hereunder nor to fulfill the indemnification provisions and requirements of this CONTRACT.
Q. Bills:
DC shall pay promptly all of its indebtedness for labor, materials and equipment used in performance of the
Services and for which DC is responsible hereunder. DC shall not permit any lien or charge to attach to such
labor, materials and equipment while they are being used to perform the Services, but if any does so attach,
in accordance with the requirements of paragraph 'P" above, DC will indemnify, defend, and hold CITY
harmless and be responsible for payment of all costs, damages, penalties and reasonable expenses arising
from third party claims for payment of such indebtedness. "Third party" shall mean any entity or person
other than DC or CITY, including, without limitation, any governmental entity other than the CITY.
R. Chances:
DC shall make no changes in the Services to be performed under this CONTRACT or perform any additional
Services without the CITY's specific written approval.
0
S. Change of Ownership:
• Page 9 of 23
DC agrees that if there is a change or transfer in ownership of DC's business prior to completion of this
CONTRACT, the new owners shall be required under terms of sale or other transfer to assume DC's duties
and obligations contained in this CONTRACT and complete them in accordance with this CONTRACT.
T. Force Maieure:
DC shall not be liable for any delays or other non - performance and shall not be assessed with liquidated
damages or unsatisfactory performance penalties during any delay beyond the time named for performance
of this CONTRACT caused by any act of God, war, civil disorder, employment strike or other cause beyond
its reasonable control, provided DC gives written notice of the cause of the delay promptly upon the start of
the delay and DC avails itself of any commercially reasonable available remedies.
U. Confidentiality:
DC agrees to maintain the confidentiality of all CITY and CITY - related records and information and all
records and information it obtains from other cities and governmental entities with which is will have contact
during the course of performance of this CONTRACT pursuant to all applicable statutory laws relating to
privacy and confidentiality that currently exist or exist at any time during the term of this CONTRACT. All
such records and information shall be considered confidential and kept confidential by DC and DC's staff,
agents and employees in accordance with Section 14 of this CONTRACT.
V. Compliance with Laws:
DC represents and warrants that Services to be provided under this CONTRACT shall fully comply, at DC's
expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations
(collectively "laws "), including, but not limited to those issued by CITY in its governmental capacity and all
other laws, applicable to the Services at the time Services are provided to and accepted by CITY. DC
acknowledges that CITY is relying on DC to ensure such compliance, and pursuant to the requirements of
paragraph "P" above DC agrees that it shall defend, indemnify and hold CITY and CITY INDEMNITIES
harmless (with counsel approved in writing by CITY, which approval shall not be unreasonably withheld)
from all liability, damages, costs and expenses arising from or related to third party claims of violation of
such laws by DC in the course of performing the Services hereunder.
W. Pricing:
The CONTRACT price shall include full compensation for providing all required Deliverables and Services
as specified in the Scope of Work attached to this CONTRACT, and no additional compensation will be
allowed.
X. Waiver of Jury Trial:
Each party acknowledges that it is aware of and has had the opportunity to seek advice of counsel of its
choice with respect to its rights to trial by jury, and each party, for itself and its successors, creditors, and
assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action,
proceeding or counterclaim brought by any party hereto against the other (and/or against its officers,
directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever
arising out of or in any way connected with this CONTRACT and/or any other claim of injury or damage
under this CONTRACT.
•
Y. Terms and Conditions:
• Page 10 of 23
DC acknowledges that it has read and agrees to all terms and conditions included in this CONTRACT.
Z. Headings:
The various headings and numbers herein, the grouping of provisions of this CONTRACT into separate
clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not
limit or otherwise affect the meaning hereof.
AA. Severability:
If any term, covenant, condition or provision of this CONTRACT is invalid, void or unenforceable, the
remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
BB. Calendar Days:
Any reference to the word "day" or "days" herein shall mean calendar day or calendar days, respectively,
unless otherwise expressly provided.
CC. Attorney Fees:
In any action or proceeding to enforce or interpret any provision of this CONTRACT, or where any
provision hereof is validly asserted as a defense, each party shall bear its own attorney's fees, costs and
expenses.
DD. Interpretation:
This CONTRACT has been negotiated at arm's length and between persons sophisticated and knowledgeable
in the matters dealt with in this CONTRACT. In addition, each party had been represented by experienced
and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such
counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that
they have not been influenced to any extent whatsoever in executing this CONTRACT by any other party
hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil
Code Section 1654) or legal decision that would require interpretation of any ambiguities in this
CONTRACT against the party that has drafted it is not applicable and is waived. The provisions of this
CONTRACT shall be interpreted in a reasonable manner to effect the purpose of the parties and this
CONTRACT.
EE. Authority:
The parties to this CONTRACT represent and warrant that this CONTRACT has been duly authorized and
executed and constitutes the legally binding obligation of their respective organization or entity, enforceable
in accordance with its terms.
FF. Limitation on Damages and Actions:
(a) Each party agrees that the other party, its affiliates, agents and subcontractors, and each of their
partners, principals or other personnel shall not be liable for any actions, damages, claims, liabilities, costs,
• • Page 11 of 23
expenses, or losses in any way arising out of or relating to the contractual services to be performed hereunder
for an aggregate amount in excess of (i) in the case of DC, the fees paid by CITY to DC under this
CONTRACT, or (ii) in the case of CITY, the fees paid and payable to DC by CITY under this CONTRACT.
In no event shall either party, its affiliates, agents or subcontractors or any of their partners, principals or
other personnel be liable for consequential, special, indirect, incidental, punitive or exemplary damages,
costs, expenses, or losses (including, without limitation, lost profits and opportunity costs) arising out of this
CONTRACT. The provisions of this Paragraph shall apply regardless of the form of action, damage, claim,
liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence),
or otherwise.
GG. Cooperation:
CITY shall cooperate with DC in the performance of the services hereunder, including, without limitation,
providing DC with reasonable facilities and timely access to data, information and personnel of CITY. CITY
shall be responsible for the performance of its employees and agents and for the accuracy and completeness
of all data and information provided to DC hereunder. CITY acknowledges and agrees that DC's
performance is dependent upon the timely and effective satisfaction of CITY's responsibilities hereunder and
timely decisions and approvals of CITY in connection with the services. DC shall be entitled to rely on all
decisions and approvals of CITY.
HH. Non - Exclusivity:
This CONTRACT shall not preclude or limit in any way (i) the right of DC to provide consulting or other
services of any kind or nature whatsoever to any individual or entity as DC in its sole discretion deems
appropriate, or (ii) developing for itself or for others, materials that are competitive with those produced as a
result of the services provided hereunder, irrespective of their similarity to the Deliverables.
II. Definitions:
For the purposes of this CONTRACT, "DC" shall mean Deloitte Consulting LLP and its subsidiaries,
successors and assigns.
JJ. Survival
All sections herein relating to payment, license and ownership, confidentiality, limitations of warranties,
limitations on damages and actions, non - exclusivity, waiver and waiver of jury trial shall survive the
termination of this CONTRACT.
Specific Terms and Conditions
1. Term of Contract
The term of this Agreement shall commence on the _ day of February 2005, for service under Components
1 and 2 as described in Attachment A (Scope of Work), and shall terminate on the 30TH day of November
2005, unless terminated earlier as set forth herein.
Per the terms in Attachment A (Scope of Work), the term of this Agreement may be extended for Component
3 services. The term shall begin upon the successful completion and final acceptance by City of services
performed under Components 1 and 2, and shall continue for a period of five years thereafter, unless
terminated earlier as set forth herein.
•
2. Scope of Contract
• Page 12 of 23
This CONTRACT specifies the contractual terms and conditions by which the CITY will procure and
receive services from DC. The services to be provided are set forth in the Scope of Work attached hereto as
Attachment A (Letter Proposal entitled "Proposal for Implementation Phase of RMS Information Sharing
Project" dated January 28, 2005 from DC to Chief Bob McDonell), which is incorporated by this reference
as if fully set forth herein (the "Services "). The Services may include advice and recommendations, but all
decisions in connection with the implementation of such advice and recommendations shall be the
responsibility of, and made by, CITY.
3. Fiscal Appropriations, Subiect to
This CONTRACT is subject to and contingent upon applicable budgetary appropriations being approved by
the CITY for each fiscal year during the term of this CONTRACT. If such appropriations are not approved,
the CONTRACT will be terminated without cause pursuant to Section K of this CONTRACT above upon
written notice as specified therein without penalty to the CITY.
DC acknowledges that funding or portions of funding for this CONTRACT may also be contingent upon the
receipt of funds from, and/or appropriation of funds by, the Federal government or State of California to
CITY. If such funding and/or appropriations are not forthcoming, or are otherwise limited, CITY may
terminate without cause this CONTRACT pursuant to Section K of this CONTRACT above upon written
notice as specified therein without penalty.
4. Conflict with Existing Laws
DC and the CITY agree that if any provision of this CONTRACT is found to be illegal or unenforceable,
such term or provision shall be deemed stricken and the remainder of the CONTRACT shall remain in full
force and effect. Either party having knowledge of such term or provisions shall promptly inform the other
of the presumed non - applicability of such provision. Should the offending provision go to the heart of the
CONTRACT, the CONTRACT shall be terminated in a manner commensurate with interests of both parties
to the maximum extent reasonable.
5. Mercer
Attachment A is incorporated herein by this reference as part of this CONTRACT.
This CONTRACT, including Attachment A ( "Scope of Work "), shall constitute the complete and exclusive
statement of understanding between CITY and DC and shall supersede all previous written or oral
agreements, and all prior communications between the parties with respect to the subject matter hereof.
6. Reporting/Meetines
CITY's Project Manager and DC's Project Manager will meet on reasonable notice to discuss DC's
performance and progress under this CONTRACT. If requested by CITY, DC's Project Manager and other
project personnel shall attend all meetings. DC shall provide such information that is reasonably requested
by the CITY for the purpose of monitoring DC's progress under this CONTRACT.
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7. Proiect Manager, CITY
• Page 13 of 23
The CITY shall appoint a Project Manager to act as liaison between the CITY and DC during the term of this
CONTRACT. The CITY's Project Manager shall coordinate the activities of the CITY staff assigned to
work with DC. CITY appoints Captain Paul Henisey as Project Manager.
The CITY's Project Manager shall have the right to require the removal and replacement of the DC's project
manager and key personnel. The CITY's Project Manager shall notify DC in writing of such action,
specifying in reasonable detail the reason for the action. DC shall accomplish the removal within 14
calendar days after written notice by the CITY's Project Manager. The CITY's Project Manager shall
review and approve the appointment of the replacement for the DC's project manager and key personnel.
Said approval shall not be unreasonably withheld.
8. Project Manager, DC
DC shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager
shall be available to meet with (via telephone or in person) CITY at all reasonable times during the
CONTRACT term upon reasonable advance notice. DC has designated Stephen Lee to be its Project
Manager.
9. Audits/Inspections
DC agrees to give the CITY's Revenue Manager or the Revenue Manager's authorized representative
(including auditors from a private auditing firm hired by the CITY) access during normal working hours to
(i) all billing and payment books and financial records, and supporting documentation, including payroll and
accounts payable /receivable records of DC for the purpose of auditing or inspecting billing and payment
under this CONTRACT, and (ii) to any other records of performance of the Services hereunder as may be
required by law, solely to the extent necessary to determine DC's compliance with this Agreement. The
CITY will provide reasonable notice of such an audit or inspection. Auditors auditing or inspecting
hereunder shall have first agreed in writing to protect the confidentiality of all information disclosed or
revealed to such auditors during such audit or inspection; provided, however that certain information may
become public record pursuant to applicable law.
The CITY reserves the right to audit and verify DC's records as provided for in this Section 9 before final
payment is made.
DC agrees to maintain such records for possible audit for a minimum of three years after final payment
hereunder, unless a longer period of records retention is stipulated under this CONTRACT or by law.
Further, DC agrees to include a similar right to the CITY to audit such records of any subcontractor related
to performance of this CONTRACT.
Should DC cease to exist as a legal entity, DC's records pertaining to this agreement shall be forwarded to
the surviving entity in a merger or acquisition or, in the event of liquidation, to the CITY's Project Manager.
10. Conflict of Interest
DC or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the
"Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially
affected by the work performed under this CONTRACT, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
• • Page 14 of 23
If subject to the Act, DC shall conform to all requirements of the Act in performing the Services hereunder.
Failure to do so may constitute a material breach and grounds for termination of this CONTRACT by CITY
under Section K hereof. DC shall indemnify and hold harmless CITY for any and all third party claims for
damages brought against CITY resulting. from DC's violation of the Act in performing the Services
hereunder.
11. Precedence
The documents herein consist of this CONTRACT and its attachments. In the event of a conflict between or
among the CONTRACT documents, the order of precedence shall be the provisions of the main body of this
CONTRACT, i.e., those provisions set forth in the recitals and articles of this CONTRACT, and then the
Attachments.
12. Compensation
This is a firm fixed price CONTRACT.
DC agrees to accept the specified compensation as set forth in Attachment A as full remuneration for
performing all services and furnishing all staffing, labor, materials, direct and indirect costs, and for any
difficulties which may arise or be encountered in the execution of the services until acceptance; and for risks
connected with the services; and for performance by DC of all of its duties and obligations hereunder.
hi no event shall DC's compensation exceed $220,000 without additional written authorization from the
CITY.
13. Data — Title To
All materials, documents, data or information obtained from CITY data files or any CITY medium furnished
to DC in the performance of this CONTRACT will at all times remain the property of the CITY. Such data
or information may not be used or copied for direct or indirect use by the DC after completion or termination
of this CONTRACT without the express written consent of the CITY. All confidential materials, documents,
data or information, including copies, must be destroyed, returned to the CITY at the end of this
CONTRACT, or maintained by DC for archival purposes only subject at all times to its confidentiality
obligations hereunder.
14. Ownership of Documents
(a) DC has created, acquired or otherwise has rights in, and may, in connection with the performance of
services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts,
ideas, methods, methodologies, procedures, processes, know -how, techniques, models, templates, the
generalized features of the structure, sequence and organization of software, user interfaces and screen
designs, general purpose consulting and software tools, utilities and routines, and logic, coherence and
methods of operation of systems (collectively, "DC Technology). To the extent that DC uses any of its
intellectual or other property in connection with the performance of its services, DC shall retain all right, title
and interest in and to such property, and, except for the license expressly granted in this section, CITY shall
acquire no right, title or interest in or to such property.
(b) CITY has permanent ownership of all directly connected and derivative materials first produced
under this CONTRACT in connection with the Services by DC for delivery to the CITY, excluding any DC
Technology contained therein (the "Deliverables "). All documents, reports and other incidental or derivative
work or materials furnished hereunder comprising the Deliverables (except for any DC Technology
contained therein) shall become and remain the sole property of the CITY and may be used by the CITY as it
• • Page 15 of 23
may require without additional cost to the CITY. DC without the express written consent of the CITY shall
use none of the documents, reports and other incidental or derivative work or furnished materials comprising
the Deliverables except in providing the Services hereunder. DC hereby grants to CITY, a non- exclusive,
royalty -free, worldwide, perpetual, nontransferable license to use, for the internal business purposes of CITY
and participants in the ILJ as designated by CITY in connection with use of the Deliverables, any DC
Technology contained in the Deliverables. The rights granted to CITY in this Section are contingent upon
CITY's full and final payment to DC hereunder.
15. DC'S Expense
Except as approved by the CITY's Project Manager or designee DC will be responsible for all costs related
to photo copying, telephone communications, fax communications, and parking during the performance of
work and services under this CONTRACT. CITY will not provide reimbursement for any parking fees or
charges incurred while DC is providing services under this CONTRACT.
16. DC Work Hours and Safety Standards
DC shall ensure compliance with all safety and hourly requirements for its employees in performing the
Services in accordance with federal, state and CITY safety regulations and laws.
17. Confidentiality of DC's Records: Confidentiality
DC agrees to maintain the confidentiality of its records pursuant to all statutory laws relating to privacy and
confidentiality as now in existence or as hereafter amended or changed. All records and information
concerning any and all matters referred to DC by the CITY shall be considered and kept confidential by DC
and DC'S staff, agents, subcontractors, and employees. Information obtained by a party in the performance
or receipt of the Services under this CONTRACT ( "Confidential Information ") shall be treated as
confidential and shall not be used by the other party for any purpose other than the performance or receipt of
the Services under this CONTRACT. The terms of this CONTRACT shall also be considered Confidential
Information. Each party shall maintain the Confidential Information of the other party in confidence using at
least the same degree of care as it employs in maintaining in confidence its own proprietary and confidential
information, but in no event less than a reasonable degree of care. Confidential Information shall not include
information which (i) shall have otherwise become publicly available other than as a result of disclosure by
the receiving party in breach hereof, (ii) was disclosed to the receiving party on a nonconfidential basis from
a source other than the disclosing party, which the receiving party believes is not prohibited from disclosing
such information as a result of an obligation in favor of the disclosing party, (iii) is developed by the
receiving party independently of, or was known by the receiving party prior to, any disclosure of such
information made by the disclosing party, or (iv) is disclosed with the written consent of the disclosing party.
A receiving party also may disclose Confidential Information to the extent required by an order of a court of
competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by
subpoena, summons or other administrative or legal process.
18. Covenant Against Contingent Fees
DC wan-ants that no person or selling agency has been employed or retained by DC to solicit or secure this
CONTRACT upon a contract or understanding for a commission, percentage, brokerage, or contingent fee,
excepting bona fide employees or bona fide established commercial or selling agencies maintained by DC
for the purpose of securing business.
• • Page 16 of 23
For breach or violation of this warranty, CITY shall have the right to terminate this CONTRACT in
accordance with the termination article and, at its sole discretion, to deduct from DC's fees, or otherwise
recover, the full amount of such commission, percentage, brokerage, or contingent fee from the DC.
19. Termination - Convenience of the CITY
CITY may terminate performance of Services under this CONTRACT for its convenience in whole, or, from
time to time, in part if CITY determines that a termination is in the CITY's interest upon thirty (30) days'
prior written notice. CITY shall terminate the CONTRACT by delivering to DC a written notice of
termination specifying the extent of the termination and the effective date thereof. The parties agree that, as
to the terminated portion of the CONTRACT, the CONTRACT shall be deemed to remain in effect until
such time as the termination settlement, if any, is concluded and the CONTRACT shall not be void..
As of the effective date of termination and, except as directed by CITY, DC shall immediately proceed with
the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due
under this clause. DC shall
A. Stop work as specified in the notice of termination;
B. Place no further sub - contracts or orders for materials, services, or facilities, except as necessary to
complete the continued portion of the CONTRACT;
C. Terminate all orders and sub - contracts to the extent they relate to the Services terminated;
D. Settle all outstanding liabilities and termination settlement proposals arising from the termination of any
sub - contract's, the approval or ratification of which will be final for purposes of this clause;
E. As directed by the assigned buyer transfer title and deliver to the CITY Deliverables, upon full and final
payment to DC hereunder,
F. Complete performance of the Services not terminated; and
G. Take any action that may be necessary or as the CITY may direct for the protection and preservation of
the CITY property related to this CONTRACT that is in the possession of DC and in which the CITY has
or may acquire an interest and to mitigate any potential damages or requests for CONTRACT adjustment
or termination settlement to the maximum practical extent.
At the completion of DC'S termination efforts, DC may submit to CITY a list indicating quantity and quality
of termination inventory of Deliverables not previously disposed of and request instructions for disposition
of the residual termination inventory.
After termination DC shall submit a final termination settlement proposal to the user agency /department in a
format acceptable to the CITY. DC shall submit the proposal promptly, but no later than 60 days from the
effective date of the termination, unless extended in writing by the CITY upon written request of DC within
the 60 -day period. However, if the CITY determines that the facts justify it, a termination settlement
proposal may be received and acted on after the expiration of the filing period or any extension.
DC and CITY may agree upon the whole or any part of the amount to be paid because of the termination.
The amount may include a reasonable allowance for profit on Services performed, including a reasonable
amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of
termination settlement proposals and supporting data, and storage, transportation and other costs incurred,
reasonably necessary for the preservation, protection, or disposition of the termination inventory. However,
the agreed amount may not exceed the total CONTRACT price as reduced by (a) the amount of payment
previously made and (b) the CONTRACT price of Services not terminated. The CONTRACT shall be
amended and DC paid the agreed amount.
• • Page 17 of 23
If DC and CITY fail to agree on the whole amount to be paid because of the termination of Services, CITY
shall pay DC the amounts determined as follows, but without duplication of any amounts agreed on as set
forth above:
A. The CONTRACT price for completed Deliverables accepted in accordance with this CONTRACT not
previously paid for by CITY.
DC shall use industry- standard accounting principles and sound business practices in determining all costs
claimed, agreed to, or determined under this clause. Such costs shall be allocable to the terminated
CONTRACT or portion thereof, allowable under applicable laws, regulations, generally accepted accounting
principles and good business judgment and objectively reasonable. Notwithstanding anything to the contrary
herein or elsewhere, in the event of any termination of this CONTRACT, DC shall be paid professional fees
in accordance with Attachment A and reimbursed expenses on an equitable basis for all Services performed
through the effective date of termination.
In arriving at the amount due DC under this clause, there shall be deducted:
A. All payment to DC previously made under the terminated portion of this CONTRACT; and
B. Any amount due to the CITY by DC under this CONTRACT.
If the termination is partial, DC may file a proposal with CITY for an equitable adjustment of the price(s) of
the continued portion of the CONTRACT. CITY shall make any equitable adjustment agreed upon by the
parties. Any proposal by DC for an equitable adjustment under this clause shall be requested within 30 days
from the effective date of termination unless extended in writing by the agency /department.
Notwithstanding the foregoing or anything to the contrary herein, and regardless of whether a proposal is
filed by DC, CITY shall, upon any termination of this CONTRACT:
A. Under the terms and conditions it prescribes, make payments of professional fees due to DC for Services
provided through the effective date of termination and costs incurred by DC and not yet reimbursed, for
the terminated portion of the CONTRACT; provided however that such payments will not exceed the
authorized Contract amount; and
B. If the total payments exceed the amount finally due, DC shall repay the excess to CITY upon demand.
Unless otherwise provided in this CONTRACT or by statute, DC shall maintain all billing and payment
records and documents of the same and any other records of performance of the Services hereunder as may
be required by law, solely to the extent necessary to determine DC's compliance with this Agreement, in
each case relating to the terminated portion of this CONTRACT for three years after final payment under this
CONTRACT. This includes all books and other evidence bearing on DC'S costs and expenses under this
CONTRACT. DC shall make these records and documents available to CITY, at DC'S office, at all
reasonable times upon reasonable notice, without any direct charge. If approved by CITY, photographs,
microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original
records and documents.
20. Notices
Any and all notices, requests, demands and other communications contemplated, called for, permitted, or
required to be given hereunder shall be in writing, except through the course of the parties' project
managers' routine exchange of information and cooperation during the term of the Services. Any written
communications shall be deemed to have been duly given upon actual in- person delivery, if delivery is by
direct hand, or upon delivery on the actual day of receipt or no greater than four calendar days after being
mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first.
• • Page 18 of 23
The date of mailing shall count as the first day. All communications shall be addressed to the appropriate
party at the address stated herein or such other address as the parties hereto may designate by written notice
from time to time in the manner aforesaid.
CITY
City of Newport Beach
Police Department
870 Santa Barbara
Newport Beach, CA 92660
ATTN: Captain Paul Henisey
DC
Deloitte Consulting LLP
2868 Prospect Park Drive
Sacramento, California 95670
Attn: Stephen Lee
21. News/Information Release
DC agrees that it will not issue any news releases in connection with either the award of this CONTRACT or
any subsequent amendment of or effort under this CONTRACT without first obtaining review and written
approval of said news releases from CITY through the CITY's project manager.
22. Security- Police Facility
Background checks:
All DC personnel to be employed in performance of Services under this CONTRACT may be subject to
background checks and clearance prior to working in a Police facility. DC shall prepare and submit an
information form to the CITY's Project Manager for all persons who will be working or who will need
access to the facility. These information forms shall be submitted at least five CITY working days prior to
the start of work on the CONTRACT or prior to the use of any person subsequent to DC'S start of work.
These information forms will be provided by CITY's Project Manager upon request and will be screened by
CITY's Police Department. These information forms shall be thorough, accurate, and complete. Omissions
or false statements, regardless of the nature or magnitude, may be grounds for denying clearance. No person
shall work in a police facility under this CONTRACT who has not received prior clearance from the CITY's
Police Department. Neither CITY, nor the Police Department need give a reason clearance is denied.
CITY shall be solely liable for the performance of such checks and the use of information garnered from
such checks as set forth herein. CITY shall (i) use information from such checks solely for the purposes of
approving DC personnel and subcontractors to provide Services hereunder, (ii) shall not disclose information
from such checks to any third party, and (iii) shall indemnify DC and its partners, principals, directors,
officers, employees, agents and subcontractors against all liability and claims arising out of the improper use
and reporting of information obtained from such checks.
Performance Requirements:
DC'S employees shall not smoke or use profanity or other inappropriate language while on site. DC'S
employees shall not enter the facility while under the influence of alcohol, drugs or other intoxicants and
shall not have such materials in their possession. DC employees shall cooperate with the reasonable requests
of CITY regarding facility security.
0 0
23. Payment Terms
Page 19 of 23
Invoices for professional fees in the amounts set forth in Attachment A attached hereto are to be submitted
upon acceptance of the Deliverable applicable to the amount of professional fees set forth in Attachment A
hereto to the CITY's Project Manager, unless otherwise directed in this CONTRACT. DC shall reference
CONTRACT number on invoice, and each invoice shall be in a format requested by CITY and containing
the information specified herein. Payment will be net 30 days after receipt of a properly submitted invoice.
Billing shall cover services and/or Deliverables not previously invoiced. .
Payments made by CITY shall not preclude the right of CITY from thereafter disputing any items or services
involved or billed under this CONTRACT and shall not be construed as acceptance of any part of the
Deliverables or services. Without limiting its rights or remedies, DC shall have the right to suspend or
terminate entirely its services if payment is not received within thirty (30) days of receipt of invoice.
IN WITNESS WHEREOF, the parties have caused this CONTRACT to be executed on the day and year
fast written above.
APPROVED AS TO FORM:
Office of the City Attorney
for the City of Newport Beach
ATTEST:
LaVonne Harkless
City Clerk
CITY OF NEWPORT BEACH,
A Municipal Corporation
By:
Homer Bludau, City Manager
CONSULTANT:
Deloitte Consulting LLP
By:
Name:
Principal
n
u
ATTACHMENT "A"
January 28, 2005
SCOPE OF WORK
Chief Bob McDonell
Chair Orange County Chiefs and Sheriffs Association
c/o Newport Beach Police Department
870 Santa Barbara Drive
Newport Beach, CA 92660
Subject: Proposal for Implementation Phase of RMS Information Sharing Project
Dear Chief McDonell:
• Page 20 of 23
We are very pleased to have had the opportunity to help the Orange County Integrated Law and Justice Working Group get to
contract with Knowledge Computing Corporation for the implementation of the RMS Information Sharing Project. We think it is
a strong solution that will provide immense value to Orange County from a general public safety perspective as well as a
Homeland Security tool.
We are also delighted that you have asked us to submit this proposal to provide follow on project management and oversight
services during the project. This letter outlines our proposal for those services.
This scope of services of this proposal consists of three components:
1. Oversight of the Knowledge Computing scope of work for the implementation of Phase 1 of the COPLINK
implementation for Orange County Integrated Justice.
2. Planning and coordination of Phase 2 COPLINK implementations that are identified prior to Phase 1 Provisional
Acceptance.
3. Follow -on statements of work for planning, coordination and implementation oversight of Phase 2 COPLINK
implementations that occur after provisional acceptance of Phase 1.
The proposal has a fixed price milestone based structure that covers the first two components. The third component will have a
separate site based pricing structure for each work order.
Component 1
The Phase 1 project plan that has been proposed by Knowledge Computing calls for approximately 80 days from inception to the
completion of testing and go-live of the system. Our proposal actually specifies a bum in period of 6 weeks following the go -live
before final acceptance is granted. Realistically, any significant issues in the system will likely surface during the fast few weeks
of that bum in period. As we will be in an oversight mode, specific activities are difficult to define in advance.
Oversight activity during the first 30 days will be intense, with extensive site visits and issue resolution regarding data mapping
and acquisition of the actual data, coordination of installation of hardware and other activities. Activity levels will continue to be
high, we believe, for 16 weeks as we prepare for acceptance testing and closely monitor system performance during the initial
weeks of operation.
We believe (assuming no significant delays occur) we can complete the bulk of our work in 16 weeks. We will return for an
additional week at the end of the bum in period and review the trouble logs and write a document that indicates whether final
acceptance is recommended or if further activity is required prior to final acceptance.
The primary resource on the project will continue to be Stephen Lee. Stephen will continue to be the primary contact and will be
extensively involved throughout the project. He will be assisted by another Deloitte Consulting resource who will be assigned to
the project full time for the three -month implementation period and the first 2 to 3 weeks of the bum -in period.
While it is not possible to completely define the activities required for an assignment of this nature, the following table describes
the activities that are likely to be undertaken during the project,
0
• Page 21 of 23
Week
I Activities
Deliverables
1
Kickoff meeting
Project handbook
Finalize schedule and project processes
and documentation
Hardware site requirements
Facilitate information collection
2
Biweekly status meeting
Status Report
Attend site survev meetings
3
Site survey meetings
Requirements Validation Sessions
Facilitate data structure collection
4
Review configuration documentation
Status Report
RMS Vendor coordination
Biweekly status meeting
Steerina Committee Meeting
5
Inspect staging installation
Hardware acceptance
Work with KCC to acquire data extracts
6
Finalize data center requirements and
Status Report
schedule
Develop test scenarios and scripts
Biweekly status meeting
7
Review data designs and data mapping
8
Review training materials
Status Report
Installation site coordination
Biweekly status meeting
Steerinn Committee Meeting
9
Functional application testing in staging
environment
10
Finalize test scenarios /scripts
Status Report
Witness hardware installation in permanent
site
Installation Acceptance
Biweekly status meeting
11
Inte ration testing
12
Defect resolution
Status Report
Biweekly status meeting
Steering Committee Meeting
13
User Acceptance Testing
14
Defect resolution
Status Report
Biweekly status meeting
15
Go Livel
Performance monitoring
16
Performance Monitoring
Status Report
Biweekly status meeting
Steerina Committee Meeting
17
Limited activity
18
Biweekly status meetin2
Status Report
19
Limited activity
20
Writes stem acceptance re ort
Acce tance Report
The schedule is, of course, dependent on KCC's performance.. If they fall behind, we expect to stay very busy working to get them
to completion as close to schedule as possible. We have based our costing on a full 16 -week schedule. We will then ramp up at
the end of the six -week burn -in period to review fault logs and write the Acceptance Report.
Comroonent 2
The second component of the work is the identification of early Phase 2 sites and the planning associated with getting those sites
ready for implementation. As part of the Phase I site visits we will discuss potential additional data sources that are present at the
0 . Page 22 of 23
sites. During Phase 1 we will also meet (in person or by telephone) with each of the designated Phase 2 agencies and revisit the
readiness of their systems for incorporation into the integration platform.
A presentation will be made to the Steering Committee of the status and expected readiness dates for the phase 2 sites. The
presentation will include recommendations regarding which sites should be integrated into the system immediately (either
immediately after Phase I or in the later stages of Phase 1) and a statement of work will be prepared to Knowledge Computing to
execute upon as the first part of Phase 2.
Component 3
The third component of the work consists of readiness assessments of additional Phase 2 systems, the preparation of statements of
work for the integration of those systems or additional infrastructure components and oversight of the integration of these
additional systems and infrastructure.
It is possible that the integration of additional systems can be accomplished into the RMS Data Sharing System without further
involvement from an external consultant. Depending on how the earlier implementations proceed and the status of the Integrated
Law and Justice Working Group, it may be desirable to have Deloitte continue to provide planning and oversight services for the
integration of further systems.
The exact scope of services for each system is likely to vary to a degree. For the purposes of the proposal the work involved with
the integration of each system is broken into a planning stage and an oversight stage.
The planning stage includes a site visit to the agency housing the system to be integrated to discuss the integration process with the
agency's personnel, confirm the readiness of the system for integration and compile (at a high level) the data contained in the
system and any features that are expected to be of particular value or present issues to the integration project. The output of the
planning stage is a statement of work suitable for Knowledge Computing Corporation to execute.
The oversight stage commences with Knowledge Comp ting's site visit to the agency with the system to be integrated. Deloitte
Consulting personnel will attend the site visit and then will review and provide feedback on the configuration / design document
that is submitted by Knowledge Computing. Deloitte personnel will participate in the integration and acceptance testing of the
integrated solution and provide a list of deficiencies should any be identified during the testing. Once deficiencies are cleared,
Deloitte will prepare and issue a letter format acceptance report on the integrated system.
Component 1 and 2 Pricing
Our costs to complete the first two components of the work are $220,000 including expenses.
Should the project fall behind schedule as a result of a change in scope or a KCC delay we will raise the expected delay as an issue
as soon as practical and will attempt to work with you to adjust the workplan to accommodate the delay. If a no cost extension is
not possible then we would expect to negotiate an additional statement of work to cover the extended period.
Component 3 Pricing
It is understood that the work described in component 3 may or may not be awarded to Deloitte Consulting. Assuming that both
parties agree that Deloitte should undertake planning and oversight work associated with integration of additional Phase 2 sites
then the following pricing table will apply.
Efficiencies are expected if more than one system is being integrated during any given period. Therefore unit costs are discounted
as the number of systems being integrated at the point in time increases.
Milestone
Amount
I
Configuration Document Review
$50,000
2
Finalize Data Center Requirements
and Schedule
$50,000
3
Integration Testing Complete
$50,000
4
Go Live
$50,000
5
Acceptance Repart
$20,000
Should the project fall behind schedule as a result of a change in scope or a KCC delay we will raise the expected delay as an issue
as soon as practical and will attempt to work with you to adjust the workplan to accommodate the delay. If a no cost extension is
not possible then we would expect to negotiate an additional statement of work to cover the extended period.
Component 3 Pricing
It is understood that the work described in component 3 may or may not be awarded to Deloitte Consulting. Assuming that both
parties agree that Deloitte should undertake planning and oversight work associated with integration of additional Phase 2 sites
then the following pricing table will apply.
Efficiencies are expected if more than one system is being integrated during any given period. Therefore unit costs are discounted
as the number of systems being integrated at the point in time increases.
0
. Page 23 of 23
Number of Systems being
integrated concurrently
Planning Costs per
System
Oversight Costs per
I System
1 -2
$1500
$3500
3-4
$1200
$3000
More than 4
$1000
$2500
These costs are based on the assumption that additional systems are relatively uniform in the level of effort required to support
planning and oversight of the integration. In the event that a system to be integrated is judged to require a significantly different
level of services than those generally experienced during Phase 1 or the early stages of Phase 2 of the project then it is assumed
that a specific price for the planning and oversight services associated with that statement of work will be negotiated.
Conclusion
We assume that our existing contract terms would be extended to cover this engagement.
We hope that this proposal meets your needs. We think it is the best way to provide the oversight guidance and other support that
is going to be needed to bring the project to a successful implementation. We look forward to continuing to work with you.
Deloitte Consulting LLP
By Robert Wetzel
Principal
*2 �6)
Pa e 1 of 21
AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH t,
AND DELOITTE CONSULTING LLP TO DEVELOP AN IMPLEMENTATION PLAN FOR
PHASE 3 OF THE INTEGRATED LAW AND JUSTICE PROJECT
THIS CONTRACT is made and entered into thisquay of March 2004 by and between the CITY OF
NEWPORT BEACH, a municipal corporation (hereinafter called the "CITY"), and DELOITTE
CONSULTING LLP, 2868 Prospect Park Drive, Sacramento, California 95670 (hereinafter called "DC")
and is made with reference to the following:
RECITALS
A. CITY is a municipal corporation duly organized and validly existing under the laws of the State of
California with the power to carry on its business as it is now being conducted under the statutes of
the State of California and the charter of the City;
B. DC is a limited liability partnership organized and existing pursuant to the laws of the State of
Delaware;
C. In 1996, law enforcement executives throughout Orange County organized to establish the Orange
County Integrated Law and Justice Project (ELJ), a Countywide effort to integrate the diverse
information systems of all criminal justice agencies in Orange County. This multi -phase project is
designed to establish common data systems and processes, facilitate communications among the
various police and criminal justice system agencies, increase efficiency in utilization of scarce
resources, and reduce duplication of effort. The ILJ is funded by monies allocated by the Federal
Government via a COPS MORE grant. The County of Orange has been the grant administrator for
the project; however, distribution of these funds and decisions on how they are expended have been
made by the ILJ Steering Committee, chaired by Chief of Police Bob McDonell of Newport Beach.
A Strategic Plan for implementation of the ILJ Project phases is in place and DC is to be the
consultant on the ILJ Project.
D. Effective February 2004, the CITY was designated as the lead agency and grant administrator for the
monies allocated by the Federal Government via the COPS MORE grant for the ILJ Project. These
grant monies are now held in trust by CITY on behalf of the ILJ Steering Committee. Distribution of
these funds and decisions on how they are expended continue to be made by the ILJ Steering
Committee, chaired by Chief of Police Bob McDonell of Newport Beach.
E. Phase 3 of the ILJ Project involves the development of a pilot project to share information among
selected Orange County criminal justice agencies. The Integrated Law and Justice Committee of
Orange County desires to have DC assist it in obtaining a vendor to design and implement the pilot
Records Management System/Case Management System sharing project. CITY desires to hire DC to
prepare a Request for Proposals (RFP) and technical specifications for design and implementation of
the pilot program and to assist CITY and the ILJ in evaluating the proposals received (hereinafter
referred to as the "Project")., The services to be provided by DC under this CONTRACT are
described in the Scope of Work attached hereto as Attachment A and in the Letter Proposal dated
August 19, 2002, attached hereto as Attachment C. The total cost payable to DC to complete this
work is $220,000. All expenditures shall be funded by the COPS MORE grant monies.
NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually agreed by and between CITY and DC as follows:
Page 2 of 21
General Terms and Conditions
A. Governing Law and Venue:
This Agreement (hereinafter "CONTRACT") has been negotiated and executed in the state of California and
shall be governed by and construed under the laws of the state of California. In the event of any legal action
to enforce or interpret this CONTRACT, the sole and exclusive venue shall be a court of competent
jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the
jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties
specifically agree to waive any and all rights to request that an action be transferred for trial to another
County.
B. Entire Contract:
This CONTRACT and its attachments, when accepted by CITY and DC in writing, contains the entire
CONTRACT between the parties with respect to the matters herein, and there are no restrictions, promises,
warranties or undertakings other than those set forth herein or referred to herein with respect thereto. No
exceptions, alternatives, substitutes or revisions are valid or binding on DC or CITY unless authorized by
CITY and DC in writing. Electronic acceptance of any additional terms, conditions or supplemental
CONTRACTS by any CITY employee or agent, including but not limited to installers of software, shall not
be valid or binding on CITY unless accepted in writing by the CITY's Project Manager (discussed below) or
designee.
C. Amendments:
No alteration or variation of the terms of this CONTRACT shall be valid unless made in writing and signed
by the parties; no oral understanding or agreement related to the subject matter of this CONTRACT not
incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or
revisions are valid or binding on CITY or DC unless authorized by CITY and DC in writing.
D. Taxes:
Unless otherwise provided herein or by law, price quoted does not include California State sales or use tax.
E. Services and Delivery:
CITY reserves the right to refuse any Deliverables (as defined in Section 14 of the Specific Terms and
Conditions below) or Services (as defined in Section 2 of the Specific Terms and Conditions below) and to
reject all or any part of the Deliverables not conforming in all material respects to applicable specifications
set forth in the Scope of Work and the Letter Proposal from DC to Chief McDonell dated August 19, 2002,
attached hereto as Attachment A and C respectively (hereinafter collectively referred to as the "Scope of
Work." Acceptance of any part of the order for Deliverables shall not bind CITY to accept future shipments.
Over -shipments and under -shipments of Deliverables shall be only as agreed to in writing by CITY. Delivery
shall not be deemed to be complete until all Deliverables or Services have actually been received and
accepted by CITY in accordance with Section F below.
F. Acceptance/Payment:
All Deliverables shall be subject to the review and approval of the CITY's Project Manager or designee.
Approval shall be granted if the Deliverable conforms in all material respects to the requirements of the
Scope of Work. CITY approval shall not be unreasonably withheld. Approval of a Deliverable shall be
Page 3 of 21
deemed given upon the earlier of (i) CITY's failure to provide DC with approval or a notice of deficiencies
in writing for such Deliverable within thirty (30) business days of delivery unless otherwise agreed to by
Project Managers thereof, and (ii) CITY's commencement of use of the Deliverable. To the extent that any
Deliverables are or have been approved by the CITY pursuant to the terms hereof at any stage of DC's
performance hereunder, DC shall be entitled to rely on such approval, for purposes of all subsequent stages
of DC's performance. Unless otherwise agreed to in writing by CITY, 1) acceptance of a Deliverable shall
not be deemed complete unless in accordance with this Section F, and 2) payment of professional fees with
respect to a Deliverable shall be made after acceptance thereof in accordance with this Section F, pursuant to
the payment terms set forth herein.
G. Warranty:
(1) This is a services engagement. DC warrants that it will perform the services hereunder in good faith
and in a professional manner. Execution of this CONTRACT shall constitute an agreement upon DC's part
to indemnify, defend with counsel agreed to in writing by CITY (which agreement shall not be unreasonably
withheld by CITY) and hold CITY and its indemnities as identified in paragraph "P" below, and as more
fully described in paragraph "P," harmless from liability, loss, damage and expense, including reasonable
counsel fees, incurred or sustained by CITY by reason of third party claims arising as a result of DC's non-
compliance with any applicable state or federal codes, ordinances, orders, or statutes in the course of
performing the Services hereunder, including the Occupational Safety and Health Act (OSHA) and the
California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.
(2) EXCEPT FOR THOSE WARRANTIES EXPRESSLY PROVIDED IN THIS SECTION G OF THIS
CONTRACT, DC DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
H. Patent/Copyright Materials/Proprietary Infringement:
Unless otherwise expressly provided in this CONTRACT, DC shall be solely responsible for clearing the
right to use any patented or copyrighted materials in the performance of this CONTRACT. DC agrees that,
in accordance with the more specific requirement contained in paragraph "P" below, it shall indemnify,
defend with counsel agreed to in writing, which agreement shall not be unreasonably withheld by CITY, and
hold CITY and CITY INDEMNITIES harmless from any and all third party claims of infringement or
violation of any patent, intellectual property right, or trade secret right by the Deliverables and be responsible
for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including,
but not limited to, reasonable attorney's fees, costs and expenses, except to the extent that such infringement
or violation arises from, or could have been avoided except for (i) the indemnified party's modification of
DC's Deliverables or use thereof in a manner not contemplated by this Agreement, (ii) the failure of the
indemnified party to use any corrections or modifications made available by DC, (iii) information, materials,
instructions or specifications provided by or on behalf of the indemnified party, or (iv) the use of DC's
Deliverables in combination with any product or data not provided by DC without DC's consent. If CITY's
use of any such Deliverable, or any portion thereof, is or is likely to be enjoined by order of a court of
competent jurisdiction as such an infringement or violation, DC, at its option and expense, shall have the
right to (x) procure for CITY the continued use of such Deliverable, (y) replace such Deliverable with non -
infringing work product, or (z) modify such Deliverable so it becomes non -infringing; provided that, if (y) or
(z) is the option chosen by DC, the replacement or modified Deliverable is capable of performing the same
function. The foregoing provisions of this paragraph constitute the sole and exclusive remedy of the
indemnified parties, and the sole and exclusive obligation of DC, relating to a claim that a Deliverable
infringes or violates any patent, intellectual property right or trade secret right of a third party.
Page 4 of 21
I. Assignment or Sub -Contracting:
The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors,
executors, administrators and assigns of the parties. Furthermore, neither the performance of this
CONTRACT nor any portion thereof may be assigned or sub -contracted by DC without the express written
consent of CITY. Any attempt by DC to assign or sub -CONTRACT the performance or any portion thereof
of this CONTRACT without the express written consent of CITY shall be invalid and shall constitute a
breach of this CONTRACT. Notwithstanding the foregoing (i) DC may, upon notice, assign personnel of its
affiliates to provide the Services in lieu of or in addition to its own personnel; provided, however, that DC
shall not be relieved of its obligations hereunder, and (ii) either party may assign this CONTRACT, with the
written consent of the other party, to an entity that has acquired all or substantially all of the assigning
party's assets as a successor to the business.
J. Non -Discrimination:
In the performance of this CONTRACT, DC agrees that it will comply with the applicable requirements of
Section 1735 of the California Labor Code and not engage nor permit any subcontractor to engage in
discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, or sex of such persons. DC
acknowledges that a violation of this provision shall subject DC to all the penalties imposed for a violation of
anti -discrimination law or regulation including but not limited to Section 1720 et seq. of the California Labor
Code.
K. Termination:
In addition to any other remedies or rights it may have by law and those set forth in this CONTRACT,
either party has the right to terminate this CONTRACT without penalty for cause upon thirty (30) days prior
written notice, provided that in the event of such termination for cause, the breaching party shall have the
right to cure the breach within the notice period. CITY has the right to terminate this CONTRACT without
cause and without penalty after 30 days' written notice to DC. Cause shall be defined as any material breach
of CONTRACT, or any misrepresentation or fraud on the part of a party. Exercise by a party of its right to
terminate the CONTRACT shall relieve such party of all further obligations except for those obligations
incurred prior to the effective date of termination.
L. Consent To Breach Not Waiver:
No term or provision of this CONTRACT shall be deemed waived and no breach excused, unless such
waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any
consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute
consent to, waiver of, or excuse for any other different or subsequent breach.
M. Remedies Not Exclusive:
Except as expressly provided herein, the remedies for breach set forth in this CONTRACT are cumulative as
to one another and as to any other provided by law, rather than exclusive; and the expression of certain
remedies in this CONTRACT does not preclude resort by either party to any other remedies provided by law.
N. Independent Contractor:
It is understood that CITY retains DC on an independent contractor basis and DC is not an agent or
employee of CITY. The manner and means of conducting the work are under the control of DC, except to
Page 5 of 21
the extent they are limited by statute, rule or regulation and the expressed terms of this CONTRACT.
Nothing in this CONTRACT shall be deemed to constitute approval for DC or any of DC's employees or
agents, to be the agents or employees of CITY. DC shall have the responsibility for and control over the
means of performing the work, provided that DC is in compliance with the terms of this CONTRACT.
Anything in this CONTRACT that may appear to give CITY the right to direct DC as to the details of the
performance or to exercise a measure of control over DC shall mean only that DC shall follow the desires of
CITY with respect to the results of the services. Neither DC, any subcontractor, its employees nor anyone
working under DC or any subcontractor shall qualify for workers' compensation or other fringe benefits of
any kind through CITY.
O. Performance:
DC shall perform all Services under this CONTRACT as set forth in the Scope of Work, taking all necessary
steps and precautions to perform the Services in accordance with this CONTRACT. DC shall be responsible
for the professional quality, technical assurance, timely completion and coordination of all documentation
and other Deliverables/Services furnished by DC under this CONTRACT. DC shall perform all Services
diligently, carefully, and in a good and workman -like manner; shall furnish all labor, supervision, machinery,
equipment, materials, and supplies necessary therefore, except as otherwise specified in the Scope of Work
attached hereto as Attachment A and Attachment C or agreed to by the parties; shall at its sole expense
obtain and maintain all permits and licenses required for performance of the Services by public authorities,
including those of CITY required in its governmental capacity, in connection with performance of the
Services; and shall be fully responsible for all Services performed by subcontractors.
P. Indemnification/Insurance:
(i) Indemnification
DC agrees to indemnify, defend with counsel approved in writing by CITY, which approval shall not be
unreasonably withheld, and hold CITY, its elected and appointed officials, officers, employees and agents
(CITY INDEMNITIES") harmless from any claims, demands or liability of any kind or nature arising as a
result of third party claims of bodily injury or real or tangible personal property damage, to the extent
directly and proximately caused by the negligence or willful misconduct of DC's personnel in the course of
performance of the Services pursuant to this CONTRACT; provided, however, that if there also is fault on
the part of CITY or any entity or individual indemnified hereunder or any entity or individual acting on
CITY's behalf, the foregoing indemnification shall be on a comparative fault basis. If judgment is entered
against DC and CITY by a court of competent jurisdiction because of the concurrent active negligence of
CITY or CITY INDEMNITIES, DC and CITY agree that liability will be apportioned as determined by the
court. Neither party shall request a jury apportionment.
As a condition to all indemnity obligations arising under this CONTRACT, the indemnified party shall
provide the indemnifying party with prompt notice of any claim for which indemnification shall be sought
hereunder and shall cooperate in all reasonable respects with the indemnifying party in connection with any
such claim. The indemnifying party shall be entitled to control the handling of any such claim and to defend
any such claim, in its sole discretion. The indemnifying party shall require the written permission of the
indemnified party as to any settlement of such claim unless such settlement absolves the indemnified party of
all liability and responsibility for such claim, which written permission shall not be unreasonably refused.
(ii) Insurance Requirements
Prior to the provision of services under this CONTRACT, DC agrees to purchase all required insurance at
DC's expense and to deposit with the CITY industry standard Certificates of Insurance, evidencing that the
insurance provisions of this CONTRACT have been complied with and to keep such insurance coverage
Page 6 of 21
current and the certificates therefore on deposit with the CITY during the entire term of this CONTRACT.
In addition, all subcontractors performing Services on behalf of DC pursuant to this CONTRACT shall
obtain insurance subject to the same terms and conditions as set forth herein for DC.
DC shall be responsible of any deductible. If DC fails to maintain insurance required under this
CONTRACT for the full term of this CONTRACT, the CITY may terminate this CONTRACT.
(a) Qualified Insurer
The policy or policies of insurance must be issued by an insurer approved to do business in the state of
California (California Admitted Carrier).
Minimum insurance company ratings as determined by the most current edition of the Best's Key Rating
Guide/Property-Casualty/United States or ambest.com shall be A- (Secure Best's Rating) and VIII (Financial
Size Category).
A person authorized by the insurer shall sign certification of all required policies.
(b) Coverage Requirements
The policy or policies of insurance maintained by DC shall provide the minimum limits and coverage as set
forth below:
Coverage
Commercial General Liability with
property damage and contractual liability
Automobile Liability including coverage
for owned, non -owned and hired vehicles
Workers' Compensation
Employers' Liability Insurance
Minimum Limits
$1,000,000 combined single
limit per occurrence
$2,000,000 aggregate
$1,000,000 combined single
limit per occurrence
Statutory
$1,000,000 per occurrence
All liability insurance required by this CONTRACT shall be at least $1,000,000 combined single limit per
occurrence. The minimum aggregate limit for the Commercial General Liability policy shall be $2,000,000.
(c) Endorsements
Each general liability and automobile liability insurance policy shall provide the following coverages:
The City, its elected or appointed officers, officials, employees, agents and volunteers
are to be covered as additional insureds with respect to liability arising out of work
performed by or on behalf of the Consultant.
ii. This policy shall be considered primary insurance as respects to City, its elected or
appointed officers, officials, employees, agents and volunteers as respects to all
claims, losses, or liability arising directly or indirectly from the Consultant's
operations or services provided to City. Any insurance maintained by City, including
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any self-insured retention City may have, shall be considered excess insurance only
and not contributory with the insurance provided hereunder.
iii. This insurance shall act for each insured and additional insured as though a separate
policy had been written for each, except with respect to the limits of liability of the
insuring company.
iv. The insurer waives all rights of subrogation against City, its elected or appointed
officers, officials, employees, agents and volunteers.
V. Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to City, its elected or appointed officers, officials, employees,
agents or volunteers.
vi. The insurance provider will endeavor to provide thirty (30) calendar days written
notice if the insurance provided by this policy shall be suspended, voided, canceled, or
materially reduced in coverage or in limits, by either party.
DC shall promptly notify CITY in the event that it becomes aware of cancellation of the insurance
required hereunder.
The Commercial General Liability policy shall contain a severability of interests clause.
DC is aware of the provisions of Section 3700 of the California Labor Code, which requires every employer
to be insured against liability for Workers' Compensation or be self-insured in accordance with provisions of
that code. DC will comply with such provisions and shall, upon written request, furnish the CITY industry
standard certificates of insurance as evidence that the DC has secured, for the period of this CONTRACT,
statutory Workers' Compensation insurance and Employers' Liability insurance with minimum limits of
$1,000,000 per occurrence.
Insurance certificates should be forwarded to the agency/department address listed on the request.
If DC does not deposit copies of certificates of insurance as provided herein with CITY incorporating such
changes within thirty (30) days of receipt of such request, this CONTRACT may be in breach without further
notice to DC, and CITY shall be entitled to seek all legal remedies.
The procuring of such required policy or policies of insurance shall not be construed to limit DC's liability
hereunder nor to fulfill the indemnification provisions and requirements of this CONTRACT.
Q. Bills•
DC shall pay promptly all of its indebtedness for labor, materials and equipment used in performance of the
Services and for which DC is responsible hereunder.DC shall not permit any lien or charge to attach to such
labor, materials and equipment while they are being used to perform the Services, but if any does so attach,
in accordance with the requirements of paragraph "Y' above, DC will indemnify, defend, and hold CITY
harmless and be responsible for payment of all costs, damages, penalties and reasonable expenses arising
from third party claims for payment of such indebtedness. "Third party" shall mean any entity or person
other than DC or CITY, including, without limitation, any governmental entity other than the CITY.
R. Chanizes:
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DC shall make no changes in the Services to be performed under this CONTRACT or perform any additional
Services without the CITY's specific written approval.
S. Change of Ownership:
DC agrees that if there is a change or transfer in ownership of DC's business prior to completion of this
CONTRACT, the new owners shall be required under terms of sale or other transfer to assume DC's duties
and obligations contained in this CONTRACT and complete them in accordance with this CONTRACT.
T. Force Majeure:
DC shall not be liable for any delays or other non-performance and shall not be assessed with liquidated
damages or unsatisfactory performance penalties during any delay beyond the time named for performance
of this CONTRACT caused by any act of God, war, civil disorder, employment strike or other cause beyond
its reasonable control, provided DC gives written notice of the cause of the delay promptly upon the start of
the delay and DC avails itself of any commercially reasonable available remedies.
U. Confidentiality:
DC agrees to maintain the confidentiality of all CITY and CITY -related records and information and all
records and information it obtains from other cities and governmental entities with which is will have contact
during the course of performance of this CONTRACT pursuant to all applicable statutory laws relating to
privacy and confidentiality that currently exist or exist at any time during the term of this CONTRACT. All
such records and information shall be considered confidential and kept confidential by DC and DC's staff,
agents and employees in accordance with Section 14 of this CONTRACT.
V. Compliance with Laws:
DC represents and warrants that Services to be provided under this CONTRACT shall fully comply, at DC's
expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations
(collectively "laws"), including, but not limited to those issued by CITY in its governmental capacity and all
other laws, applicable to the Services at the time Services are provided to and accepted by CITY. DC
acknowledges that CITY is relying on DC to ensure such compliance, and pursuant to the requirements of
paragraph "P" above DC agrees that it shall defend, indemnify and hold CITY and CITY INDEMNITIES
harmless (with counsel approved in writing by CITY, which approval shall not be unreasonably withheld)
from all liability, damages, costs and expenses arising from or related to third party claims of violation of
such laws by DC in the course of performing the Services hereunder.
W. Pricing:
The CONTRACT price shall include full compensation for providing all required Deliverables and Services
as specified in the Scope of Work attached to this CONTRACT, and no additional compensation will be
allowed.
X. Waiver of Jury Trial:
Each party acknowledges that it is aware of and has had the opportunity to seek advice of counsel of its
choice with respect to its rights to trial by jury, and each party, for itself and its successors, creditors, and
assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action,
proceeding or counterclaim brought by any party hereto against the other (and/or against its officers,
directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever
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arising out of or in any way connected with this CONTRACT and/or any other claim of injury or damage
under this CONTRACT.
Y. Terms and Conditions:
DC acknowledges that it has read and agrees to all terms and conditions included in this CONTRACT.
Z. Headings:
The various headings and numbers herein, the grouping of provisions of this CONTRACT into separate
clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not
limit or otherwise affect the meaning hereof.
AA. Severability:
If any term, covenant, condition or provision of this CONTRACT is invalid, void or unenforceable, the
remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
BB. Calendar Days:
Any reference to the word "day" or "days" herein shall mean calendar day or calendar days, respectively,
unless otherwise expressly provided.
CC. Attorney Fees:
In any action or proceeding to enforce or interpret any provision of this CONTRACT, or where any
provision hereof is validly asserted as a defense, each party shall bear its own attorney's fees, costs and
expenses.
DD. Interpretation:
This CONTRACT has been negotiated at arm's length and between persons sophisticated and knowledgeable
in the matters dealt with in this CONTRACT. In addition, each party had been represented by experienced
and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such
counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that
they have not been influenced to any extent whatsoever in executing this CONTRACT by any other party
hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil
Code Section 1654) or legal decision that would require interpretation of any ambiguities in this
CONTRACT against the party that has drafted it is not applicable and is waived. The provisions of this
CONTRACT shall be interpreted in a reasonable manner to effect the purpose of the parties and this
CONTRACT.
EE. Authority:
The parties to this CONTRACT represent and warrant that this CONTRACT has been duly authorized and
executed and constitutes the legally binding obligation of their respective organization or entity, enforceable
in accordance with its terms.
FF. Limitation on Damalles and Actions:
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(a) Each party agrees that the other party, its affiliates, agents and subcontractors, and each of their
partners, principals or other personnel shall not be liable for any actions, damages, claims, liabilities, costs,
expenses, or losses in any way arising out of or relating to the contractual services to be performed hereunder
for an aggregate amount in excess of (i) in the case of DC, the fees paid by CITY to DC under this
CONTRACT, or (ii) in the case of CITY, the fees paid and payable to DC by CITY under this CONTRACT.
In no event shall either party, its affiliates, agents or subcontractors or any of their partners, principals or
other personnel be liable for consequential, special, indirect, incidental, punitive or exemplary damages,
costs, expenses, or losses (including, without limitation, lost profits and opportunity costs) arising out of this
CONTRACT. The provisions of this Paragraph shall apply regardless of the form of action, damage, claim,
liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence),
or otherwise.
GG. Cooperation:
CITY shall cooperate with DC in the performance of the services hereunder, including, without limitation,
providing DC with reasonable facilities and timely access to data, information and personnel of CITY. CITY
shall be responsible for the performance of its employees and agents and for the accuracy and completeness
of all data and information provided to DC hereunder. CITY acknowledges and agrees that DC's
performance is dependent upon the timely and effective satisfaction of CITY's responsibilities hereunder and
timely decisions and approvals of CITY in connection with the services. DC shall be entitled to rely on all
decisions and approvals of CITY.
HH. Non -Exclusivity:
This CONTRACT shall not preclude or limit in any way (i) the right of DC to provide consulting or other
services of any kind or nature whatsoever to any individual or entity as DC in its sole discretion deems
appropriate, or (ii) developing for itself or for others, materials that are competitive with those produced as a
result of the services provided hereunder, irrespective of their similarity to the Deliverables.
II. Definitions:
For the purposes of this CONTRACT, "DC" shall mean Deloitte Consulting LLP and its subsidiaries,
successors and assigns.
JJ. Survival
All sections herein relating to payment, license and ownership, confidentiality, limitations of warranties,
limitations on damages and actions, non -exclusivity, waiver and waiver of jury trial shall survive the
termination of this CONTRACT.
Specific Terms and Conditions
1. Term of Contract
This CONTRACT is for a ninety (90) day period. The term of this CONTRACT will commence on
, 2004 ( or upon execution of the necessary signatures, whichever occurs later, and continue for
ninety calendar days from that date, unless terminated earlier by CITY in accordance with the provisions
herein.
2. Scone of Contract
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This CONTRACT specifies the contractual terms and conditions by which the CITY will procure and
receive services from DC. The services to be provided are set forth in the Scope of Work attached hereto as
Attachment A and the Letter Proposal dated August 19, 2002 from DC to Chief Bob McDonell attached
hereto as Attachment C, which are incorporated by this reference as if fully set forth herein (the "Services").
The Services may include advice and recommendations, but all decisions in connection with the
implementation of such advice and recommendations shall be the responsibility of, and made by, CITY.
3. Fiscal Appropriations, Subject to
This CONTRACT is subject to and contingent upon applicable budgetary appropriations being approved by
the CITY for each fiscal year during the term of this CONTRACT. If such appropriations are not approved,
the CONTRACT will be terminated without cause pursuant to Section K of this CONTRACT above upon
written notice as specified therein without penalty to the CITY.
DC acknowledges that funding or portions of funding for this CONTRACT may also be contingent upon the
receipt of funds from, and/or appropriation of funds by, the Federal government or State of California to
CITY. If such funding and/or appropriations are not forthcoming, or are otherwise limited, CITY may
terminate without cause this CONTRACT pursuant to Section K of this CONTRACT above upon written
notice as specified therein without penalty.
4. Conflict with Existing Laws
DC and the CITY agree that if any provision of this CONTRACT is found to be illegal or unenforceable,
such term or provision shall be deemed stricken and the remainder of the CONTRACT shall remain in full
force and effect. Either party having knowledge of such term or provisions shall promptly inform the other
of the presumed non -applicability of such provision. Should the offending provision go to the heart of the
CONTRACT, the CONTRACT shall be terminated in a manner commensurate with interests of both parties
to the maximum extent reasonable.
5. Merger
Attachment A, Attachment B, and Attachment C are incorporated herein by this reference as part of this
CONTRACT.
This CONTRACT, including Attachment A ("Scope of Work"), Attachment B ("Compensation Schedule"),
and Attachment C ("DC Letter Proposal dated August 19, 2002") shall constitute the complete and exclusive
statement of understanding between CITY and DC and shall supersede all previous written or oral
agreements, and all prior communications between the parties with respect to the subject matter hereof.
6. Reporting/Meetings
CITY's Project Manager and DC's Project Manager will meet on reasonable notice to discuss DC's
performance and progress under this CONTRACT. If requested by CITY, DC's Project Manager and other
project personnel shall attend all meetings. DC shall provide such information that is reasonably requested
by the CITY for the purpose of monitoring DC's progress under this CONTRACT.
7. Project Manager, CITY
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The CITY shall appoint a Project Manager to act as liaison between the CITY and DC during the term of
this CONTRACT. The CITY's Project Manager shall coordinate the activities of the CITY staff assigned to
work with DC.
The CITY's Project Manager shall have the right to require the removal and replacement of the DC's project
manager and key personnel. The CITY's Project Manager shall notify DC in writing of such action,
specifying in reasonable detail the reason for the action. DC shall accomplish the removal within 14
calendar days after written notice by the CITY's Project Manager. The CITY's Project Manager shall
review and approve the appointment of the replacement for the DC's project manager and key personnel.
Said approval shall not be unreasonably withheld.
8. Project Manager, DC
DC shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager
shall be available to meet with (via telephone or in person) CITY at all reasonable times during the
CONTRACT term upon reasonable advance notice. DC has designated Stephen Lee to be its Project
Manager.
9. Audits/Inspections
DC agrees to give the CITY's Revenue Manager or the Revenue Manager's authorized representative
(including auditors from a private auditing firm hired by the CITY) access during normal working hours to
(i) all billing and payment books and financial records, and supporting documentation, including payroll and
accounts payable/receivable records of DC for the purpose of auditing or inspecting billing and payment
under this CONTRACT, and (ii) to any other records of performance of the Services hereunder as may be
required by law, solely to the extent necessary to determine DC's compliance with this Agreement. The
CITY will provide reasonable notice of such an audit or inspection. Auditors auditing or inspecting
hereunder shall have first agreed in writing to protect the confidentiality of all information disclosed or
revealed to such auditors during such audit or inspection; provided, however that certain information may
become public record pursuant to applicable law.
The CITY reserves the right to audit and verify DC's records as provided for in this Section 9 before final
payment is made.
DC agrees to maintain such records for possible audit for a minimum of three years after final payment
hereunder, unless a longer period of records retention is stipulated under this CONTRACT or by law.
Further, DC agrees to include a similar right to the CITY to audit such records of any subcontractor related
to performance of this CONTRACT.
Should DC cease to exist as a legal entity, DC's records pertaining to this agreement shall be forwarded to
the surviving entity in a merger or acquisition or, in the event of liquidation, to the CITY's Project Manager.
10. Conflict of Interest —
DC or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the
"Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially
affected by the work performed under this CONTRACT, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
If subject to the Act, DC shall conform to all requirements of the Act in performing the Services hereunder.
Failure to do so may constitute a material breach and grounds for termination of this CONTRACT by CITY
under Section K hereof. DC shall indemnify and hold harmless CITY for any and all third party claims for
damages brought against CITY resulting from DC's violation of the Act in performing the Services
hereunder.
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11. Precedence
The documents herein consist of this CONTRACT and its attachments. In the event of a conflict between or
among the CONTRACT documents, the order of precedence shall be the provisions of the main body of this
CONTRACT, i.e., those provisions set forth in the recitals and articles of this CONTRACT, and then the
Attachments.
12. Compensation
This is a firm fixed price CONTRACT.
DC agrees to accept the specified compensation as set forth in Attachment B as full remuneration for
performing all services and furnishing all staffing, labor, materials, direct and indirect costs, and for any
difficulties which may arise or be encountered in the execution of the services until acceptance; and for risks
connected with the services; and for performance by the DC of all of its duties and obligations hereunder.
In no event shall DC's compensation exceed $220,000 without additional written authorization from the
CITY.
13. DATA — TITLE TO
All materials, documents, data or information obtained from CITY data files or any CITY medium furnished
to DC in the performance of this CONTRACT will at all times remain the property of the CITY. Such data
or information may not be used or copied for direct or indirect use by the DC after completion or termination
of this CONTRACT without the express written consent of the CITY. All confidential materials, documents,
data or information, including copies, must be destroyed, returned to the CITY at the end of this
CONTRACT, or maintained by DC for archival purposes only subject at all times to its confidentiality
obligations hereunder.
14. OWNERSHIP OF DOCUMENTS
(a) DC has created, acquired or otherwise has rights in, and may, in connection with the performance of
services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts,
ideas, methods, methodologies, procedures, processes, know-how, techniques, models, templates, the
generalized features of the structure, sequence and organization of software, user interfaces and screen
designs, general purpose consulting and software tools, utilities and routines, and logic, coherence and
methods of operation of systems (collectively, "DC Technology"). To the extent that DC uses any of its
intellectual or other property in connection with the performance of its services, DC shall retain all right, title
and interest in and to such property, and, except for the license expressly granted in this section, CITY shall
acquire no right, title or interest in or to such property.
(b) CITY has permanent ownership of all directly connected and derivative materials first produced
under this CONTRACT in connection with the Services by DC for delivery to the CITY, excluding any DC
Technology contained therein (the "Deliverables"). All documents, reports and other incidental or derivative
work or materials furnished hereunder comprising the Deliverables (except for any DC Technology
contained therein) shall become and remain the sole property of the CITY and may be used by the CITY as it
may require without additional cost to the CITY. DC without the express written consent of the CITY shall
use none of the documents, reports and other incidental or derivative work or furnished materials comprising
the Deliverables except in providing the Services hereunder. DC hereby grants to CITY, a non-exclusive,
royalty -free, worldwide, perpetual, nontransferable license to use, for the internal business purposes of
CITY and participants in the ILJ as designated by CITY in connection with use of the Deliverables, any DC
Technology contained in the Deliverables. The rights granted to CITY in this Section are contingent upon
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CITY's full and final payment to DC hereunder.
15. DC'S Expense
Except as approved by the CITY's Project Manager or designee DC will be responsible for all costs related
to photo copying, telephone communications, fax communications, and parking during the performance of
work and services under this CONTRACT. CITY will not provide reimbursement for any parking fees or
charges incurred while DC is providing services under this CONTRACT.
16. DC Work Hours and Safety Standards
DC shall ensure compliance with all safety and hourly requirements for its employees in performing the
Services in accordance with federal, state and CITY safety regulations and laws.
17. Confidentiality of DC's Records; Confidentiality
DC agrees to maintain the confidentiality of its records pursuant to all statutory laws relating to privacy and
confidentiality as now in existence or as hereafter amended or changed. All records and information
concerning any and all matters referred to DC by the CITY shall be considered and kept confidential by DC
and DC'S staff, agents, subcontractors, and employees. Information obtained by a party in the performance
or receipt of the Services under this CONTRACT ("Confidential Information") shall be treated as
confidential and shall not be used by the other party for any purpose other than the performance or receipt of
the Services under this CONTRACT. The terms of this CONTRACT shall also be considered Confidential
Information. Each party shall maintain the Confidential Information of the other party in confidence using at
least the same degree of care as it employs in maintaining in confidence its own proprietary and confidential
information, but in no event less than a reasonable degree of care. Confidential Information shall not include
information which (i) shall have otherwise become publicly available other than as a result of disclosure by
the receiving party in breach hereof, (ii) was disclosed to the receiving party on a nonconfidential basis from
a source other than the disclosing party, which the receiving party believes is not prohibited from disclosing
such information as a result of an obligation in favor of the disclosing party, (iii) is developed by the
receiving party independently of, or was known by the receiving party prior to, any disclosure of such
information made by the disclosing party, or (iv) is disclosed with the written consent of the disclosing party.
A receiving party also may disclose Confidential Information to the extent required by an order of a court of
competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by
subpoena, summons or other administrative or legal process.
18. Covenant Against Contin1jent Fees
DC warrants that no person or selling agency has been employed or retained by DC to solicit or secure this
CONTRACT upon a contract or understanding for a commission, percentage, brokerage, or contingent fee,
excepting bona fide employees or bona fide established commercial or selling agencies maintained by DC
for the purpose of securing business.
For breach or violation of this warranty, CITY shall have the right to terminate this CONTRACT in
accordance with the termination article and, at its sole discretion, to deduct from DC's fees, or otherwise
recover, the full amount of such commission, percentage, brokerage, or contingent fee from the DC.
19. Termination - Convenience of the CITY
CITY may terminate performance of Services under this CONTRACT for its convenience in whole, or, from
time to time, in part if CITY determines that a termination is in the CITY's interest upon thirty (30) days'
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prior written notice. CITY shall terminate the CONTRACT by delivering to DC a written notice of
termination specifying the extent of the termination and the effective date thereof. The parties agree that, as
to the terminated portion of the CONTRACT, the CONTRACT shall be deemed to remain in effect until
such time as the termination settlement, if any, is concluded and the CONTRACT shall not be void.
As of the effective date of termination and, except as directed by CITY, DC shall immediately proceed with
the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due
under this clause. DC shall
A. Stop work as specified in the notice of termination;
B. Place no further sub -contracts or orders for materials, services, or facilities, except as necessary to
complete the continued portion of the CONTRACT;
C. Terminate all orders and sub -contracts to the extent they relate to the Services terminated;
D. Settle all outstanding liabilities and termination settlement proposals arising from the termination of any
sub -contract's, the approval or ratification of which will be final for purposes of this clause;
E. As directed by the assigned buyer transfer title and deliver to the CITY Deliverables, upon full and final
payment to DC hereunder,
F. Complete performance of the Services not terminated; and
G. Take any action that may be necessary or as the CITY may direct for the protection and preservation of
the CITY property related to this CONTRACT that is in the possession of DC and in which the CITY has
or may acquire an interest and to mitigate any potential damages or requests for CONTRACT adjustment
or termination settlement to the maximum practical extent.
At the completion of DC'S termination efforts, DC may submit to CITY a list indicating quantity and quality
of termination inventory of Deliverables not previously disposed of and request instructions for disposition
of the residual termination inventory.
After termination DC shall submit a final termination settlement proposal to the user agency/department in a
format acceptable to the CITY. DC shall submit the proposal promptly, but no later than 60 days from the
effective date of the termination, unless extended in writing by the CITY upon written request of DC within
the 60 -day period. However, if the CITY determines that the facts justify it, a termination settlement
proposal may be received and acted on after the expiration of the filing period or any extension.
DC and CITY may agree upon the whole or any part of the amount to be paid because of the termination.
The amount may include a reasonable allowance for profit on Services performed, including a reasonable
amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of
termination settlement proposals and supporting data, and storage, transportation and other costs incurred,
reasonably necessary for the preservation, protection, or disposition of the termination inventory. However,
the agreed amount may not exceed the total CONTRACT price as reduced by (a) the amount of payment
previously made and (b) the CONTRACT price of Services not terminated. The CONTRACT shall be
amended and DC paid the agreed amount.
If DC and CITY fail to agree on the whole amount to be paid because of the termination of Services, CITY
shall pay DC the amounts determined as follows, but without duplication of any amounts agreed on as set
forth above:
A. The CONTRACT price for completed Deliverables accepted in accordance with this CONTRACT not
previously paid for by CITY.
DC shall use industry -standard accounting principles and sound business practices in determining all costs
claimed, agreed to, or determined under this clause. Such costs shall be allocable to the terminated
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CONTRACT or portion thereof, allowable under applicable laws, regulations, generally accepted accounting
principles and good business judgment and objectively reasonable. Notwithstanding anything to the contrary
herein or elsewhere, in the event of any termination of this CONTRACT, DC shall be paid professional fees
in accordance with Attachment B and reimbursed expenses on an equitable basis for all Services performed
through the effective date of termination.
In arriving at the amount due DC under this clause, there shall be deducted:
A. All payment to DC previously made under the terminated portion of this CONTRACT; and
B. Any amount due to the CITY by DC under this CONTRACT.
If the termination is partial, DC may file a proposal with CITY for an equitable adjustment of the price(s) of
the continued portion of the CONTRACT. CITY shall make any equitable adjustment agreed upon by the
parties. Any proposal by DC for an equitable adjustment under this clause shall be requested within 30 days
from the effective date of termination unless extended in writing by the agency/department.
Notwithstanding the foregoing or anything to the contrary herein, and regardless of whether a proposal is
filed by DC, CITY shall, upon any termination of this CONTRACT:
A. Under the terms and conditions it prescribes, make payments of professional fees due to DC for Services
provided through the effective date of termination and costs incurred by DC and not yet reimbursed, for
the terminated portion of the CONTRACT; provided however that such payments will not exceed the
authorized Contract amount; and
B. If the total payments exceed the amount finally due, DC shall repay the excess to CITY upon demand.
Unless otherwise provided in this CONTRACT or by statute, DC shall maintain all billing and payment
records and documents of the same and any other records of performance of the Services hereunder as may
be required by law, solely to the extent necessary to determine DC's compliance with this Agreement, in
each case relating to the terminated portion of this CONTRACT for three years after final payment under this
CONTRACT. This includes all books and other evidence bearing on DC'S costs and expenses under this
CONTRACT. DC shall make these records and documents available to CITY, at DC'S office, at all
reasonable times upon reasonable notice, without any direct charge. If approved by CITY, photographs,
microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original
records and documents.
20. Notices
Any and all notices, requests, demands and other communications contemplated, called for, permitted, or
required to be given hereunder shall be in writing, except through the course of the parties' project
managers' routine exchange of information and cooperation during the term of the Services. Any written
communications shall be deemed to have been duly given upon actual in-person delivery, if delivery is by
direct hand, or upon delivery on the actual day of receipt or no greater than four calendar days after being
mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first.
The date of mailing shall count as the first day. All communications shall be addressed to the appropriate
party at the address stated herein or such other address as the parties hereto may designate by written notice
from time to time in the manner aforesaid.
CITY
City of Newport Beach
Police Department
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870 Santa Barbara
Newport Beach, CA 92660
ATTN: Captain Paul Henisey
DC
Deloitte Consulting LLP
2868 Prospect Park Drive
Sacramento, California 95670
Attn: Stephen Lee
21. News/Information Release
DC agrees that it will not issue any news releases in connection with either the award of this CONTRACT or
any subsequent amendment of or effort under this CONTRACT without first obtaining review and written
approval of said news releases from CITY through the CITY's project manager.
22. Security -Police Facility
Background checks:
All DC personnel to be employed in performance of Services under this CONTRACT may be subject to
background checks and clearance prior to working in a Police facility. DC shall prepare and submit an
information form to the CITY's Project Manager for all persons who will be working or who will need
access to the facility. These information forms shall be submitted at least five CITY working days prior to
the start of work on the CONTRACT or prior to the use of any person subsequent to DC'S start of work.
These information forms will be provided by CITY's Project Manager upon request and will be screened by
CITY's Police Department. These information forms shall be thorough, accurate, and complete. Omissions
or false statements, regardless of the nature or magnitude, may be grounds for denying clearance. No person
shall work in a police facility under this CONTRACT who has not received prior clearance from the CITY's
Police Department. Neither CITY, nor the Police Department need give a reason clearance is denied.
CITY shall be solely liable for the performance of such checks and the use of information garnered from
such checks as set forth herein. CITY shall (i) use information from such checks solely for the purposes of
approving DC personnel and subcontractors to provide Services hereunder, (ii) shall not disclose information
from such checks to any third party, and (iii) shall indemnify DC and its partners, principals, directors,
officers, employees, agents and subcontractors against all liability and claims arising out of the improper use
and reporting of information obtained from such checks.
Performance Requirements:
DC'S employees shall not smoke or use profanity or other inappropriate language while on site. DC'S
employees shall not enter the facility while under the influence of alcohol, drugs or other intoxicants and
shall not have such materials in their possession. DC employees shall cooperate with the reasonable requests
of CITY regarding facility security.
23. Payment Terms
Invoices for professional fees in the amounts set forth in Attachment B attached hereto are to be submitted
upon acceptance of the Deliverable applicable to the amount of professional fees set forth in Attachment B
hereto to the CITY's Project Manager, unless otherwise directed in this CONTRACT. DC shall reference
CONTRACT number on invoice, and each invoice shall be in a format requested by CITY and containing
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the information specified herein. Payment will be net 30 days after receipt of a properly submitted invoice..
Billing shall cover services and/or Deliverables not previously invoiced.
Payments made by CITY shall not preclude the right of CITY from thereafter disputing any items or services
involved or billed under this CONTRACT and shall not be construed as acceptance of any part of the
Deliverables or services. Without limiting its rights or remedies, DC shall have the right to suspend or
terminate entirely its services if payment is not received within thirty (30) days of receipt of invoice.
IN WITNESS WHEREOF, the parties have caused this CONTRACT to be executed on the day and year
first written above.
APPROVED AS TO FORM:
Robin Clauson,
Assistant City Attorney
for the City of Newport Beach
ATTEST:
LaVonne Harkless
Prineip'ftl
CITY OF NEWPORT BEACH,
A Municipal/Corporation
By: Y
Homer Blu au, City Manager
CONSULTANT:
Deloitte Consulting LLP
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Name: ,eoSiSZr E. W ETZE-L
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Page 19 of 21
ATTACHMENT "A"
SCOPE OF WORK
Phase 3 of the Integrated Law and Justice Project
Project Management
• Refine the strategic project plan from Phase 1.
Schedule initial meetings, compile requirements and background information for the project; to include
technical specifications, system requirements and project structure requirements; and prepare baseline
information for workshops, meetings and the Scope of Work for the Request for Proposal (RFP).
• Conduct one workshop to confirm the requirements of the project and define what components will be
used for deployment in the pilot and whether any should be deferred for a future evolution to the system.
Specific data elements will be established that are to be shared in the pilot project. Plan and schedule
further meetings as needed to confirm data elements available.
• Compile specifications of the system and the Scope of Work framework with technical information. The
types of data to be extracted and shared must be defined and not the technical details of data modules to
allow vendors to describe how they will access and manage data from diverse sources.
• Work with members of the steering committee to identify potential candidates and examine likely
solutions to be proposed. Work with the CITY's Purchasing Division to assist in the development of
procurement strategies in regards to the Scope of Work for the RFP.
• Complete the Scope of Work with all specification for the RFP document. The Scope of Work will be
presented to the ILJ Steering Committee for review and approval.
• A set of standards for supporting the integration application must be compiled and published. Agencies
that participate can use these standards to define the input and output requirements of systems that may
be procured in future months. These standards will also serve as a baseline set of requirements for
discussions with RMS and CMS vendors as to how interfaces are to be procured.
• Participate in a Pre -Proposal Bidder Conference to answer technical questions in regards to the Scope of
Work. DC will also be available to respond to technical questions throughout the procurement period.
• Conduct a technical and financial evaluation of the proposals submitted by vendors and present the
results of the evaluation with a recommendation.
Page 20 of 21
Attachment B
Compensation Schedule
Deliverable Professional Fees
1. Completion of Requirements Workshop $ 50,000.00
2. Publish Specifications and Framework for RFP Document $100,000.00
3. Publish Architecture Standards
$ 50,000.00
4. RFP Evaluation Complete $ 20,000.00
Page 21 of 21
Attachment C
[To be attached]
{
CITY OF NEWPORT BEACH co
CITY COUNCIL STAFF REPORT
Agenda Item No. 16
March 23, 2004
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY CO N IL
MAR 2 3 2004
FROM: Bob McDonell, Chief of Police
APPROVES
SUBJECT: APPROVAL OF TWO CONTRACTS FOR THE INTEGRATED
JUSTICE PROJECT
RECOMMENDATION:
1. Approve the attached contract from Computer Deductions, Incorporated (CDI) in
the amount of $107,783.50 from Account #7017- C1820747 to improve network
configurations and security requirements for nine municipal police departments as
approved by the Steering Committee for the Integrated Law and Justice Project in
Orange County.
2. Approve the attached contract with Deloitte Consulting in the amount of $220,000
from Account #7017- C1820746 to facilitate the design and implementation of a pilot
project involving data sharing between records management systems (RMS), in the
criminal justice agencies in the County of Orange, as approved by the Steering
Committee of the Integrated Law and Justice Project in August of 2002.
DISCUSSION:
Background:
On March 9, 2004, Council approved the acceptance of approximately $1.9 million in
grant funds to administer on behalf of the Orange County Integrated Law and Justice
Project (comprised of the entire Criminal Justice System in Orange County). In that
prior communication, Council was advised that we were requested to administer the
grants for the Project by the Orange County Chiefs' and Sheriffs Association as a result
of some difficulties being experienced by the County of Orange in facilitating the
approval of various elements of the Integrated Law and Justice Project. The Project
Steering Committee (in prior actions) approved the scope of work for these two projects.
During an earlier engagement, CDI completed a technology review of all municipal
police departments in the County to determine which of them may be deficient in terms
of network configuration and security. The CDI contract is the result of that review and
contains the recommended scope of work to bring all departments into compliance.
Contract Approval — Integrated
Law & Justice Project
March 23, 2004
Page 2
The second contract recommended for approval involves what is commonly referred to
in the Integrated Law and Justice Project as "Phase 3" and entails the development of
a "Requirements Definition" for a pilot project to link all criminal justice data bases
together to facilitate information sharing on a scale never experienced in Orange
County. The pilot project will resolve the complex issues involved and upon completion,
we will be in a position to transfer that technology to all of the municipal police
departments in the County. Deloitte Consulting, the Consultant of choice, has been a
partner in the Integrated Law and Justice Project since its inception and conducted the
detailed Strategic Plan on our behalf, which identified a number of initiatives required in
order to bring about substantive improvement in the Criminal Justice System in this
County. Deloitte will work with the various entities involved in developing the
requirements for the Phase 3 Project, the specifications and request for proposals; they
will develop the procurement strategy, the architectural standards, and support the
procurement process through the follow -up evaluations and recommendation for the
award of bid to the successful vendor in a competitive bidding process. The Project
Steering Committee has recommended continuing the engagement with Deloitte
Consulting based upon the credibility they have displayed in the Strategic Planning
process and several other follow -up engagements on other initiatives related to that
Plan, along with the credibility they have established with all of the diverse elements of
the Criminal Justice System in Orange County.
The inability to resolve the issues surrounding the Deloitte contract was a major
frustration for the Steering Committee and with the assistance of this Department's own
Legal Advisor and the City Attorney's Office, we have resolved all outstanding issues to
the satisfaction of the City Attorney.
The CDI contract was executed by one of the Partners from CDI, and the Deloitte
contract has been approved by their le2al staff and will be formally executed by the time
this item is heard by Council on the 23` .
Environmental Review:
None required.
Funding Availability:
All funds required for this project are grant funds, which were accepted by the City
Council at your March 9`" meeting.
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Contract Approval — Integrated Law & Justice Project
March 23, 2004
Page 3
Alternatives:
A variety of alternatives were discussed and considered by the Steering Committee at
the time these projects were approved by unanimous vote.
Prepared a1nAd bmitted by:
5 ; }�
Bob MccDoonell
CHIEF OF POLICE
Attachments: CDI Contract
Deloitte Contract
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AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH
AND COMPUTER DEDUCTIONS INC.
TO PROCURE, INSTALL AND CONFIGURE NETWORK HARDWARE AND
SOFTWARE FOR SPECIFIED MUNICIPAL POLICE DEPARTMENTS
THIS CONTRACT is made and entered into this 8th day of March 2004 by and
between the CITY OF NEWPORT BEACH, a municipal corporation hereinafter called
the "CITY; and COMPUTER DEDUCTIONS, INC., 8680 Greenback Ln. Suite 210,
Orangevale, CA 95834 hereinafter called "CDI," and is made with reference to the
following:
RECITALS
A. CITY is a municipal corporation duly organized and validly existing under the
laws of the State of California with the power to carry on its business as it is now
being conducted under the statutes of the State of California and the charter of
the CITY.
B. CDI is a California corporation organized and existing pursuant to the laws of the
State of California.
C. In 1996, law enforcement executives throughout Orange County organized to
establish the Orange County Integrated Law and Justice Project (ILJ), a
countywide effort to integrate the diverse information systems of all criminal
justice agencies in the county. This multi -phase project is designed to establish
common data systems and processes, facilitate communications among the
various police and criminal justice system agencies, increase efficiency in
utilization of scarce resources, and reduce duplication of effort. The ILJ is funded
by monies allocated by the federal government via a COPS MORE grant. The
County of Orange has been the grant administrator for the project, however,
distribution of these funds and decisions on how they are expended have been
made by the ILJ Steering Committee, chaired by Chief of Police Bob McDonell of
Newport Beach. A Strategic Plan for implementation of the project phases is in
place.
D. Effective January 23, 2004, the CITY was designated as the lead agency and
grant administrator for the monies allocated by the federal government for the ILJ
project pursuant to the COPS MORE grant. These grant monies are now held by
CITY on behalf of the ILJ Steering Committee. Distribution of these funds and
decisions on how they are expended continue to be made by the ILJ Steering
Committee, chaired by Chief of Police Bob McDonell of Newport Beach.
E. As part of the Orange County Integrated Law and Justice Project, data sharing
among agencies is facilitated by the existing closed law enforcement data
network provided by the Orange County Sheriffs Office. This network is
compliant with the security requirements set by the California State Department
of Justice and meets the networking requirements set forth by the California Law
Enforcement Telecommunications System (CLETS).
F. ILJ has learned that many of the municipal police departments in Orange County
cannot fully participate in the sharing of important law enforcement information
because their local computer network configurations do not comply with the
Department of Justice CLETS' requirements for security. The ILJ hired CDI to
prepare a comprehensive study to determine the needs of each agency to
establish CLETS compliance. This study, completed in 2003, is entitled, the
"Orange County Integrated Law and Justice Municipal Law Enforcement
Infrastructure and Technology Review" (hereinafter the "Technology Study").
This study recommends specific changes to the local network configurations of
nine municipal police departments within Orange County. These departments
are: Buena Park, Cypress, Fountain Valley, La Habra, Laguna Beach, La Palma,
Los Alamitos, Placentia, and Santa Ana.
G. CITY, as grant administrator for the ILJ, desires to have CDI procure, install and
configure network hardware and software for all municipal police departments as
specified in the Scope of Work attached hereto as Attachment A (hereinafter
referred to as the "Project'). The total cost to complete this work is $107,783.50.
All expenditures shall be funded by the COPS MORE grant monies.
NOW THEREFORE, in consideration of the foregoing and the mutual promises
and covenants set forth herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and
between CITY and CDI as follows:
GENERAL TERMS AND CONDITIONS
A. Governing Law and Venue: This CONTRACT has been negotiated and executed
in the state of California and shall be governed by and construed under the laws of
the state of California. In the event of any legal action to enforce or interpret this
CONTRACT, the sole and exclusive venue shall be a court of competent
jurisdiction located in Orange County, California, and the parties hereto agree to
and do hereby submit to the jurisdiction of such court, notwithstanding Code of
Civil Procedure Section 394. Furthermore, the parties specifically agree to waive
any and all rights to request that an action be transferred for trial to another county.
B. Entire Contract: This CONTRACT, when accepted by CDI either in writing or by
the shipment of any article or other commencement of performance hereunder,
contains the entire CONTRACT between the parties with respect to the matters
herein, and there are no restrictions, promises, warranties or undertakings other
than those set forth herein or referred to herein. No exceptions, alternatives,
substitutes or revisions are valid or binding on CITY unless authorized by CITY in
writing. Electronic acceptance of any additional terms, conditions or supplemental
contracts by any CITY employee or agent, including but not limited to installers of
software, shall not be valid or binding on CITY unless accepted in writing by CITY
or its designee.
C. Amendments: No alteration or variation of the terms of this CONTRACT shall be
valid unless made in writing and signed by the parties; no oral understanding or
agreement not incorporated herein shall be binding on either of the parties; and no
exceptions, alternatives, substitutes or revisions are valid or binding on CITY
unless authorized by CITY in writing.
D. Delivery: Time of delivery of goods or services is of the essence in this
CONTRACT. CITY reserves the right to refuse any goods or services and to
cancel all or any part of the goods not conforming to applicable specifications,
drawings, samples or descriptions or services that do not conform to the
prescribed Scope of Work. Acceptance of any part of the order for goods shall not
bind CITY to accept future shipments nor deprive it of the right to return goods
already accepted at CDI's expense. Overshipments and undershipments of goods
shall be only as agreed to in writing by CITY. Delivery shall not be deemed to be
complete until all goods or services have actually been received and accepted in
writing by CITY.
E. Acceptance /Payment: Unless otherwise agreed to in writing by CITY, 1)
acceptance shall not be deemed complete unless in writing and until all the
goods /services have actually been received, inspected, and tested to the
satisfaction of CITY, and 2) payment shall be made in arrears after satisfactory
acceptance.
F. Warranty: CDI expressly warrants that the goods /services covered by this
CONTRACT are 1) free of liens or encumbrances, 2) merchantable and good for
the ordinary purposes for which they are used, and 3) fit for the particular purpose
for which they are intended. Acceptance of this order shall constitute an agreement
upon CDI'S part to indemnify, defend and hold CITY and its indemnitees as
identified in paragraph `0" below, and as more fully described in paragraph "0 ",
harmless from liability, loss, damage and expense, including reasonable counsel
fees, incurred or sustained by CITY by reason of the failure of the goods /services
to conform to such warranties, faulty work performance, negligent or unlawful acts,
and non - compliance with any applicable state or federal codes, ordinances,
orders, or statutes, including the Occupational Safety and Health Act (OSHA) and
the California Industrial Safety Act. Such remedies shall be in addition to any other
remedies provided by law.
G. Patent/Copyright Materials /Proprietary Infringement: Unless otherwise
expressly provided in this CONTRACT, CDI shall be solely responsible for clearing
the right to use any patented or copyrighted materials in the performance of this
CONTRACT. CDI warrants that any software as modified through services
provided hereunder will not infringe upon or violate any patent, property right, or
trade secret right of any third party. C01 agrees that, in accordance with the more
specific requirement contained in paragraph "0" below, it shall indemnify, defend
and hold CITY and CITY INDEMNITEES harmless from any and all such claims
and be responsible for payment of all costs, damages, penalties and expenses
related to or arising from such claim(s), including, but not limited to, attorneys fees,
costs and expenses.
H. Assignment or Sub - Contracting: The terms, covenants, and conditions
contained herein shall apply to and bind the heirs, successors, executors,
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administrators and assigns of the parties. Furthermore, neither the performance of
this CONTRACT nor any portion thereof may be assigned or subcontracted by CDI
without the express written consent of CITY. Any attempt by CDI to assign or sub-
contract the performance or any portion thereof of this CONTRACT without the
express written consent of CITY shall be invalid and shall constitute a breach of
this CONTRACT.
Non - Discrimination: In the performance of this CONTRACT, CDI agrees that it
will comply with the requirements of Section 1735 of the California Labor Code and
not engage nor permit any subcontractor to engage in discrimination in
employment of persons because of the race, religious creed, color, national origin,
ancestry, physical disability, mental disability, medical condition, marital status, or
sex of such persons. CDI acknowledges that a violation of this provision shall
subject CDI to all the penalties imposed for a violation of Section 1720 et seg. of
the California Labor Code.
J. Termination: Notwithstanding any other provision of this CONTRACT, CITY may
at any time and without cause terminate this CONTRACT in whole or in part, upon
not less than (30) thirty days written notice to CDI. Such termination shall be
effected by delivery to CDI of a Notice of Termination specifying the effective date
of the termination, whether the CONTRACT shall be terminated in whole or in part
and if applicable the portion of work to be terminated. CDI shall immediately stop
work in accordance with the Notice of Termination and comply with any other
direction as may be specified in the Notice of Termination or provided
subsequently by CITY. The CITY shall pay CDI for the work completed and
accepted by CITY prior to the effective date of the termination and such payment
shall be CDI's sole remedy. Under no circumstances will CDI be entitled to
anticipatory or unearned profits, consequential damages or any other damages of
any sort as a result of a termination in whole or in part under this provision. CDI
shall insert in all subcontracts that the subcontractors shall stop work on the date
of and if applicable the portion of work to be terminated in a Notice of Termination.
K. Consent to Breach Not Waiver: No term or provision of this CONTRACT shall
be deemed waived and no breach excused, unless such waiver or consent shall
be in writing and signed by the party claimed to have waived or consented. Any
consent by any party to, or waiver of, a breach by the other, whether express or
implied, shall not constitute consent to, waiver of, or excuse for any other different
or subsequent breach.
L. Remedies Not Exclusive: The remedies for breach set forth in this CONTRACT
are cumulative as to one another and as to any other provided by law, rather than
exclusive; and the expression of certain remedies in this CONTRACT does not
preclude resort by either party to any other remedies provided by law.
M. Independent Contractor: It is understood that CITY retains CDI on an
independent contractor basis and CDI is not an agent or employee of CITY. The
manner and means of conducting the work are under the control of CDI, except to
the extent they are limited by statute, rule or regulation and the expressed terms
of this CONTRACT. Nothing in this CONTRACT shall be deemed to constitute
approval for CDI or any of CDI's employees or agents, to be the agents or
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employees of CITY. CDI shall have the responsibility for and control over the
means of performing the work, provided that CDI is in compliance with the terms
of this CONTRACT. Anything in this CONTRACT that may appear to give CITY
the right to direct CDI as to the details of the performance or to exercise a
measure of control over CDI shall mean only that CDI shall follow the desires of
CITY with respect to the results of the services. Neither CDI, its subcontactors,
employees nor anyone working under CDI or its subcontractors shall qualify for
workers' compensation or other fringe benefits of any kind through CITY.
N. Performance: CDI shall perform all work under this CONTRACT, taking
necessary steps and precautions to perform the work to CITY's satisfaction. CDI
shall be responsible for the professional quality, technical assurance, timely
completion and coordination of all documentation and other goods/services
furnished by CDI under this CONTRACT. CDI shall perform all work diligently,
carefully, and in a good and workman -like manner; shall furnish all labor,
supervision, machinery, equipment, materials, and supplies necessary therefore;
shall at its sole expense obtain and maintain all permits and licenses required by
public authorities, including those of CITY required in its governmental capacity, in
connection with performance of the work; and, if permitted to subcontract, shall be
fully responsible for all work performed by subcontractors.
O. Indemnification and Insurance:
(i) Indemnification Provisions
To the fullest extent permitted by law, CDI agrees to indemnify, defend with
counsel approved in writing by CITY, and hold CITY, its elected and appointed
officials, officers, employees and agents, ( "CITY INDEMNITEES ") harmless from
and against any claims, demands or liability of any kind or nature, including but not
limited to personal injury or property damage, arising from or related to the
services, products or other performance provided by CDI pursuant to this
CONTRACT, including services or products provided to any governmental entities
who may be third party beneficiaries of work or services performed under this
CONTRACT. If judgment is entered against CDI and CITY by a. court of
competent jurisdiction because of the concurrent active negligence of CITY or
CITY INDEMNITEES, CDI and CITY agree that liability will be apportioned as
determined by the court. Neither party shall request a jury apportionment.
(ii) Insurance Provisions
Prior to the provision of services under this CONTRACT, CDI agrees to purchase
all required insurance at CDI's expense and to deposit with the CITY Certificates of
Insurance, including all endorsements required herein, necessary to satisfy CITY
that the insurance provisions of this CONTRACT have been complied with and to
keep such insurance coverage and the certificates therefor on deposit with the
CITY during the entire term of this CONTRACT. In addition, all subcontractors
performing work on behalf of CDI pursuant to this CONTRACT shall obtain
insurance subject to the same terms and conditions as set forth herein for CDI.
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insurance acceptable to Cl'
terminate this CONTRACT.
a. Qualified Insurer
to of Insurance. If CDI fails to maim
term of this CONTRACT, CITY may
The policy or policies of insurance must be issued by an insurer licensed to do
business in the state of California (California Admitted Carrier).
Minimum insurance company ratings as determined by the most current edition of
the Best's Key Rating Guide /Property- Casualty /United States or ambest.com shall
be A- (Secure Best's Rating) and VIII (Financial Size Category).
If the carrier is a non - admitted carrier in the state of California, CITY retains the
right to approve or reject carrier after a review of the companys performance and
financial ratings.
A person authorized by the insurer to bind coverage on its behalf shall sign
certification of all required policies.
b. Coverage Requirements
The policy or policies of insurance maintained by CDI shall provide the minimum
limits and coverage as set forth below:
Coverage Minimum Limits
Commercial General Liability with broad form $1,000,000 combined single
property damage and contractual liability limit per occurrence
$2,000,000 aggregate
Automobile Liability including coverage
for owned, non -owned and hired vehicles
Workers' Compensation
Employers' Liability Insurance
$1,000,000 combined single
limit per occurrence
Statutory
$1,000,000 per occurrence
All liability insurance, except Professional Liability, required by this CONTRACT
shall be at least $1,000,000 combined single limit per occurrence. Professional
Liability may also be provided on a "Claims Made' basis. The minimum aggregate
limit for the Commercial General Liability policy shall be $2,000,000.
c. Endorsements
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CITY, the County of Orange and the following cities: Buena Park, Cypress;
Fountain Valley; La Habra; Laguna Beach; La Palma; Los Alamitos; Placentia; and
Santa Ana shall be added as additional insureds on all insurance policies required
by this CONTRACT with respect to work done by CDI under the terms of this
CONTRACT (except Workers' Compensation /Employers' Liability and Professional
Liability). An additional insured endorsement evidencing that CITY, the County of
Orange and the cities of Buena Park, Cypress; Fountain Valley; La Habra; Laguna
Beach; La Palma; Los Alamitos; Placentia; and Santa Ana are additional insureds
shall accompany the Certificate of Insurance.
All insurance policies required by this CONTRACT shall be primary insurance, and
any insurance maintained by CITY, the County of Orange, or the cities of Buena
Park, Cypress, Fountain Valley, La Habra, Laguna Beach, La Palma, Los
Alamitos, Placentia or Santa Ana shall be excess and non - contributing with
insurance provided by these policies. An endorsement evidencing that CDI's
insurance is primary and non- contributing shall specifically accompany the
Certificate of Insurance for the Commercial General Liability and Sexual
Misconduct Liability.
All insurance policies required by this CONTRACT shall give CITY 30 days notice
in the event of cancellation. This shall be evidenced by an endorsement separate
from the Certificate of Insurance. In addition, the cancellation clause must include
language as follows, which changes the pre- printed ACORD certificate:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE .
CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE
ISSUING COMPANY WILL MAIL 30 DAYS WRITTEN NOTICE TO
THE CERTIFICATE HOLDER NAMED.
d. Other Insurance Reauirements
Insurance certificates must be approved by the CITY's Risk Manager prior to
commencement of performance. Current certification of insurance shall be kept on
file with CITY at all times during the term of this CONTRACT.
All insurance policies required by this CONTRACT shall waive all rights of
subrogation against CITY, the County of Orange and the cities listed above, and
their elected and appointed officials, officers, agents and employees when acting
within the scope of their appointment or employment.
If CDI's Professional Liability policy is a "claims made" policy, CDI shall agree to
maintain professional liability coverage for two years following completion of
CONTRACT.
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The Commercial General Liability policy shall contain a severability of interests
clause. CDI is aware of the provisions of Section 3700 of the California Labor
Code, which requires every employer to be insured against liability for Workers'
Compensation or be self- insured in accordance with provisions of that code. CDI
will comply with such provisions and shall furnish CITY satisfactory evidence that
CDI has secured, for the period of this CONTRACT, statutory Workers'
Compensation insurance and Employers' Liability insurance with minimum limits of
$1,000,000 per occurrence.
If CDI fails to provide the insurance certificates and endorsements within seven
days of notification by CITY, award may be made to the next qualified vendor.
CITY expressly retains the right to require CDI to increase or decrease insurance
of any of the above insurance types throughout the term of this CONTRACT. Any
increase or decrease in insurance will be as deemed by CITY's Risk Manager as
appropriate to adequately protect CITY.
CITY shall notify CDI in writing of changes in the. insurance requirements. If CDI
does not deposit copies of acceptable certificates of insurance and endorsements
with CITY incorporating such changes within thirty days of receipt of such notice,
this CONTRACT may be in breach without further notice to CDI, and CITY shall be
entitled to all legal remedies.
The procuring of such required policy or policies of insurance shall not be
construed to limit CDI's liability hereunder nor to fulfill the indemnification
provisions and requirements of this CONTRACT.
CITY Certificate of Insurance and the Special Endorsement for CITY can be
utilized to verify compliance with the above - mentioned insurance requirements in
place of commercial insurance certificates and endorsements.
P. Bills and Liens: CDI shall pay promptly all indebtedness for labor, materials and
equipment used in performance of the work. CDI shall not permit any lien or
charge to attach to the work or the premises, but if any does so attach, CDI shall
promptly procure its release and, in accordance with the requirements of
paragraph "0" above, indemnify, defend, and hold CITY harmless and be
responsible for payment of all costs, damages, penalties and expenses related to
or arising from or related thereto.
Q. Changes: CDI shall make no changes in the work or perform any additional work
without the CITY's specific written approval.
R. Change of Ownership: CDI agrees that if there is a change or transfer in
ownership of CDI's business prior to completion of this CONTRACT, the new
owners shall be required under terms of sale or other transfer to assume CDI's
duties and obligations contained in this CONTRACT and complete them to the
satisfaction of CITY.
S. Force Majeure: CDI shall not be assessed with liquidated damages or
unsatisfactory performance penalties during any delay beyond the time named for
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the performance of this CONTRACT caused by any act of God, war, civil disorder,
employment strike or other cause beyond its reasonable control, provided CDI
gives written notice of the cause of the delay to CITY within 36 hours of the start of
the delay and CDI avails itself of any available remedies.
T. Confidentiality: CDI agrees to maintain the confidentiality of all CITY and CITY -
related records and information and all records and information it obtains from
other cities and governmental entities with which it will have contact during the
course of performance of this CONTRACT, pursuant to all statutory laws relating to
privacy and confidentiality that currently exist or exist at any time during the term of
this CONTRACT. All such records and information shall be considered confidential
and kept confidential by CDI and CDI's staff, agents and employees.
U. Compliance with Laws: CDI represents and warrants that services to be
provided under this CONTRACT shall fully comply, at CDI's expense, with all
standards, laws, statutes, restrictions, ordinances, requirements, and regulations
(collectively "laws "), including, but not limited to those issued by CITY in its
governmental capacity and all other laws applicable to the services at the time
services are provided to and accepted by CITY. CDI acknowledges that CITY is
relying on CDI to ensure such compliance, and pursuant to the requirements of
paragraph "O" above, CDI agrees that it shall defend, indemnify and hold CITY and
CITY INDEMNITEES harmless from all liability, damages, costs and expenses
arising from or related to a violation of such laws.
V. Freight (F.O.B. Destination): CDI assumes full responsibility for all transportation 1101 scheduling, packaging, handling, insurance, and other services associated with
delivery of all products deemed necessary under this CONTRACT.
W. Pricing: The CONTRACT price shall include full compensation for providing all
required goods in accordance with required specifications, or services, as specified
herein or when applicable, in the Scope of Work attached to this CONTRACT, and
no additional compensation will be allowed therefor, unless otherwise provided for
in this CONTRACT.
X. Waiver of Jury Trial: Each party acknowledges that it is aware of and has had
the opportunity to seek advice of counsel of its choice with respect to its rights to
trial by jury, and each party, for itself and its successors, creditors, and assigns,
does hereby expressly and knowingly waive and release all such rights to trial by
jury in any action, proceeding or counterclaim brought by any party hereto against
the other (and /or against its officers, directors, employees, agents, or subsidiary or
affiliated entities) on or with regard to any matters whatsoever arising out of or in
any way connected with this CONTRACT and/or any other claim of injury or
damage.
Y. Terms and Conditions: CDI acknowledges that it has read and agrees to all
terms and conditions included in this CONTRACT.
Z. Headings: The various headings and numbers herein, the grouping of provisions
of this CONTRACT into separate clauses and paragraphs, and the organization
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hereof are for the purpose of convenience only and shall not limit or otherwise
affect the meaning hereof.
AA. Severability: If any term, covenant, condition or provision of this CONTRACT is
held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the provisions hereof shall remain in full force and effect and shall in
no way be affected, impaired or invalidated thereby.
BB. Calendar Days: Any reference to the word "day" or "days" herein shall mean
calendar day. or calendar days, respectively, unless otherwise expressly provided.
CC. Attorney Fees: In any action or proceeding to enforce or interpret any provisions
of this CONTRACT, or where any provisions hereof is validly asserted as a
defense, each party shall bear its own attorney's fees, costs and expenses.
DD. Interpretation: This CONTRACT has been negotiated at arm's length and
between persons sophisticated and knowledgeable in the matters dealt with in this
CONTRACT. In addition, each party has been represented by experienced and
knowledgeable independent legal counsel of their own choosing or has knowingly
declined to seek such counsel despite being encouraged and given the opportunity
to do so. Each party further acknowledges that they have not been influenced to
any extent whatsoever in executing this CONTRACT by any other party hereto or
by any person representing them, or both. Accordingly, any rule or law (including
California Civil Code Section 1654) or legal decision that would require
interpretation of any ambiguities in this CONTRACT against the party that has
drafted it is not applicable and is waived. The provisions of this CONTRACT shall
be interpreted in a reasonable manner to effect the purpose of the parties and this
CONTRACT.
EE. Authority: The parties to this CONTRACT represent and warrant that this
CONTRACT has been duly authorized and executed and constitutes the legally
binding obligation of their respective organization or entity, enforceable in
accordance with the laws of the state of California.
ADDITIONAL TERMS AND CONDITIONS
APPLICABLE TO THE CONTRACT
Scope of Contract
This CONTRACT specifies the contractual terms and conditions by which the CITY
will procure goods or services from CDI. The services to be provided are more fully
set forth in the Scope of Work attached hereto as Attachment A, which is
incorporated herein by this reference as if fully set forth herein.
2. Precedence
The documents herein consist of the General Terms and Conditions, the Additional
Terms and Conditions, and Attachment A (Scope of Work). In the event of a
conflict between the agreement documents, the order of precedence shall be the
1101
0 •
General Terms and Conditions, followed by the Additional Terms and Conditions,
and Attachment A.
3. Term
The term of this CONTRACT shall commence on the 1st day of April 2004, and
shall terminate on the 31" day of October 2004, unless terminated earlier as set
forth herein.
4. Services to be Performed
CDI shall diligently perform all the services described in the Scope of Work
attached hereto as Attachment A and incorporated herein by reference. CITY may
elect to delete certain tasks of the Scope of Work at its sole discretion.
5, Time of Performance
Time is of the essence in the performance of services under this CONTRACT and
the services shall be performed to completion within six months of execution of this
CONTRACT. The failure by CDI to perform the services within this time frame
may result in termination of this CONTRACT by CITY.
6. Compensation
•
reasonably anticipate would be necessary at the execution of this CONTRACT.
7. Project Manager
CDI shall designate a Project Manager who shall coordinate all phases of the
Project. This Project Manager shall be available to CITY at all reasonable times
during the CONTRACT term. CDI has designated Allan MacDonnell to be its
Project Manager.
8. Administration
This CONTRACT will be administered by the Newport Beach Police Department.
Captain Paul Henisev shall be the Proiect Administrator and shall have the
authority to act for CITY under this CONTRACT. The Project Administrator or his
11
authorized representative shall represent the CITY in all matters pertaining to the
services to be rendered pursuant to this CONTRACT.
9. Cooperation
CDI agrees to work closely and cooperate fully with CITY's designated Project
Administrator and all other cities and other governmental entities that may have
jurisdiction or interest in the work to be performed. CITY agrees to cooperate with
CDI on the Project.
10. Adjustments -Scope of Work
As set forth in paragraph C above, there shall be no adjustments made to the
Scope of Work by CDI unilaterally. Any change to the Scope of Work must be
agreed to in writing by CITY.
If CITY - initiated changes or changes in laws or government regulations affect
price, CDI's ability to deliver services, or the project schedule, CDI shall give CITY
written notice no later than seven calendar days from the date the law or regulation
went into effect or the date the change was proposed by CITY and CDI was
notified of the change. Such changes shall be agreed to in writing and incorporated
into a CONTRACT amendment. Said amendment shall be issued by CITY and
shall require the mutual consent of all parties.
0 11. Audits /Inspections
CDI agrees to give CITY or CITY's authorized representative (including auditors
from a private auditing firm hired by CITY) access during normal working hours to
all books, accounts, records, reports, files, financial records, supporting
documentation,. including payroll and accounts payable /receivable records, and
other papers or property of CDI for the purpose of auditing or inspecting any
aspect of performance under this CONTRACT. The inspection and /or audit will be
confined to those matters connected with the performance of the CONTRACT
including, but not limited to, the costs of administering the CONTRACT. The CITY
will provide reasonable notice of such an audit or inspection. The CITY reserves
the right to audit and verify CDI's records before final payment is made. CDI
agrees to maintain such records for possible audit for a minimum of three years
after final payment, unless a longer period of records retention is stipulated under
this CONTRACT or by law. CDI agrees to allow interviews of any employees or
others who might reasonably have information related to such records. Further,
CDI agrees to include a similar right to the CITY to audit records and interview staff
of any subcontractor related to performance of this CONTRACT. Should CDI
cease to exist as a legal entity, CDI's records pertaining to this CONTRACT shall
be forwarded to the surviving entity in a merger or acquisition or, in the event of
liquidation, to the CITY's project manager.
0 12. Authorization Warranty
In addition to the warranty set forth in paragraph F, CDI represents and warrants
that the person executing this CONTRACT on behalf of and for CDI is an
12 '
authorized agent who has actual authority to bind CDI to each and every term,
condition and obligation of this CONTRACT and that all requirements of CDI have
been fulfilled to provide such actual authority.
13. Conditions Affecting Work
CDI shall be responsible for taking all steps reasonably necessary to ascertain the
nature and location of the work to be performed under this CONTRACT and to
know the general conditions which can affect the work or the cost thereof. Any
failure by CDI to do so will not relieve CDI from responsibility for successfully
performing the work without additional cost to CITY. The CITY assumes no
responsibility for any understanding or representations concerning the nature,
location(s) or general conditions made by any of its officers or agents prior to the
execution of this CONTRACT, unless such understanding or representations by
the CITY are expressly stated in the CONTRACT.
14. Disputes - Contract
The parties shall deal in good faith and attempt to resolve potential disputes
informally. If the dispute concerning a question of fact arising under the terms of
this CONTRACT is not disposed of in a reasonable period of time by CDI's Project
Manager and the CITY's Project Administrator, such matter shall be brought to the
attention of the ILJ Steering Committee by way of the following process:
A. CDI shall submit a written demand for a final decision regarding the
disposition of any dispute between the parties arising under, related to, or
involving this CONTRACT, unless the CITY, on its own initiative, has already
rendered such a final decision.
B. CDI's written demand shall be fully supported by factual information, and, if
such demand involves a cost adjustment to the CONTRACT, CDI shall include
with the demand a written statement signed by a senior official indicating that
the demand is made in good faith, that the supporting data are accurate and
complete, and that the amount requested accurately reflects the CONTRACT
adjustment for which CDI believes the CITY is liable.
Pending the final resolution of any dispute arising under, related to, or involving
this CONTRACT, CDI agrees to diligently proceed with the performance of this
CONTRACT, including the delivery of goods and/or provision of services. CDI's
failure to diligently proceed shall be considered a material breach of this
CONTRACT.
Any final decision of CITY shall be expressly identified as such, shall be in writing,
and shall be signed by the Chair of the ILJ Steering Committee. If the CITY fails to
render a decision within 90 days after receipt of CDI's demand, it shall be deemed
a final decision adverse to CDI's contentions. The CITY's final decision shall be
conclusive and binding regarding the dispute unless CDI commences action in a
court of competent jurisdiction to contest such decision within 90 days following the
date of the CITY's final decision or one year following the accrual of the cause of
13
action, whichever is later.
15. Notices: Any and all notices, requests demands and other communications
contemplated, called for, permitted, or required to be given hereunder shall be in
writing, except through the course of the parties' project managers' routine
exchange of information and cooperation during the terms of the work and
services. Any written communications shall be deemed to have been duly given
upon actual in- person delivery, if delivery is by direct hand, or upon delivery on the
actual day of receipt or no greater than four calendar days after being mailed by
US certified or registered mail, return receipt requested, postage prepaid,
whichever occurs first. The date of mailing shall count as the first day. All
communications shall be addressed to the appropriate party at the address stated
herein or such other address as the parties hereto may designate by written notice
from time to time in the manner aforesaid.
For CDI:
Computer Deductions, Inc.
8680 Greenback Lane, Ste 210
Orangevale, CA 95834
Attn: Allan Mac Donnell
For CITY:
City of Newport Beach
Police Department
870 Santa Barbara
Newport Beach, CA 92660
ATTN: Captain Paul Henisey
16. Compensation/ Pricing
This is a fixed price CONTRACT. CDI agrees to accept the specified
compensation, as more fully set forth herein, as full compensation and
remuneration for all costs of services, including direct and indirect charges,
supervision, labor, equipment, machinery, travel costs, mileage and any other
expenses incurred by CDI. Compensation shall include all freight, taxes and
delivery charges.
17. Conflict of Interest
CDI or its employees may be subject to the provisions of the California Political
Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any
financial interest that may foreseeably be materially affected by the work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such
interest.
If subject to the Act, CDI shall conform to all requirements of the Act. Failure to do
so constitutes a material breach and is grounds for immediate termination of this
14
0 0
Agreement by City. CDI shall indemnify and hold harmless City for any and all
claims for damages resulting from CDI's violation of this Section.
18. Conflict with Existing Law
CDI and the CITY agree that if any provision of this CONTRACT is found to be
illegal or unenforceable, such term or provision shall be deemed stricken and the
remainder of the CONTRACT shall remain in full force and effect. Either party
having knowledge of such term or provisions shall promptly inform the other of the
presumed non - applicability of such provision. Should the offending provision go to
the heart of the CONTRACT, the CONTRACT shall be terminated in a manner
commensurate with interests of both parties to the maximum extent reasonable.
19. Contingent Fees
CDI warrants that no person or selling agency has been employed or retained to
solicit or secure this CONTRACT upon an agreement or understanding for a
commission, percentage, brokerage, or contingent fee, except bona fide
employees of CDI or bona fide established commercial or selling agencies
maintained by CDI for the purpose of securing business.
For breach or violation of this warranty, CITY shall have the right to terminate this
CONTRACT in accordance with the termination clause and at its sole discretion to
deduct from the CONTRACT price or consideration, or otherwise recover, the full
amount of such commission, percentage, brokerage, or contingent fee from CDI.
20. Correspondence to Buyer - Contract
Any correspondence related to the terms, prices and conditions of this
CONTRACT must be directed to the CITY's Project Manager. Correspondence not
directed though the Project Manager for resolution will not be regarded as valid.
21. CDI Personnel - Reference Checks
CDI warrants that all persons employed to provide service under this CONTRACT
have satisfactory past work records indicating their ability to accept the kind of
responsibility anticipated under this CONTRACT. CDi's employees assigned to
this project must meet character standards as demonstrated by background
investigation and reference checks, coordinated by CITY.
22. CDI Work Hours and Safety Standards
CDI shall warrant compliance with all safety and hourly requirements for
employees in accordance with federal, state and CITY safety regulations and laws.
23. Service Calls
Service calls as further set forth in the Scope of Work may be made at the
convenience of CITY. CDI shall comply with all requirements for service calls as
15
•
set forth in the Scope of Work.
. 24. Payment - Invoicing Instructions
CDI will provide an invoice each month describing the work performed the
preceding month for goods delivered and /or services rendered. Each invoice will
have a number and will include the following information:
a. CDI's name and address
b. CDI's remittance address, if different from 1, above
c. Name of agency /department where services provided
d. Delivery/service address
e. Description of services and /or products provided
f. Date the services and /or products were provided
g. Total
CITY shall pay CDI no later than thirty (30) days after approval of the monthly
invoice by CITY staff.
25. Default— Reprocurement Cost
In case of default by CDI, the CITY may procure the goods and/or services from
other sources. If the cost for those goods and/or services is higher than under the
terms of the existing CONTRACT, CDI will be responsible for paying the CITY the
difference between the CONTRACT cost and the price paid, and the CITY may
deduct this cost from any unpaid balance due CDI. The price paid by CITY shall be
the prevailing market price at the time such purchase is made. This is in addition to
any other remedies available under this CONTRACT and under law.
26. Termination - Default
If CDI is in default of any of its obligations under this CONTRACT and has not
commenced cure within ten days after receipt of a written notice of default from
CITY and cured such default within the time specified in the notice, the CITY shall
immediately be entitled to either commence resolution in accordance with this
paragraph or to terminate this CONTRACT by giving written notice to take effect
immediately. Default shall include failure to carry out any of the requirements of
this CONTRACT, including, but not limited to not providing enough properly skilled
workers or proper materials, persistently disregarding laws and or ordinances, not
proceeding with the work in a diligent and timely manner as agreed to herein, or
otherwise substantially violating any provision of this CONTRACT. Upon
termination of the CONTRACT with CDI, the CITY may begin negotiations with a
third -party contractor to provide goods and/or services as specified in this
CONTRACT.
The right of either party to terminate this CONTRACT hereunder shall not be
affected in any way by its waiver of or failure to take action with respect to any
16
previous
27. Waivers -Contract
default.
The failure of the CITY in any one or more instances to insist upon strict
performance of any of the terms of this CONTRACT or to exercise any option
contained herein shall not be construed as a waiver or relinquishment to any
extent of the right to assert or rely upon any such terms or option on any future
occasion.
IN WITNESS WHEREOF, the parties hereto have executed this CONTRACT
the day and year first above written.
APPROVED AS TO FORM:
Robin Clauson,
Assistant City Attorney
For the City of Newport Beach
ATTEST:
By:
LaVonne Harkless,
City Clerk
Attachments
ATTACHMENT A
SCOPE OF WORK
CITY OF NEWPORT BEACH,
A Municipal Corporation
By:
Homer Bludau,
City Manager
for the City of Newport Beach
COMPUTER DEDUCTIONS, INC.
By: "6
Attachment A — Scope of Work
Computer Deductions Inc. shall procure, install and configure network hardware and
software for all municipal police departments as specified herein. The "Orange County
Integrated Law and Justice Municipal Law Enforcement Infrastructure and Technology
17
9
11
0
r�
Review," prepared by CDI and dated September 2003, details the complete Scope of
Work to be performed by CDI and is incorporated by reference in this CONTRACT. The
total not to exceed cost of this CONTRACT is $107,783.50.
All work shall be performed and completed within six months of CONTRACT execution.
CDI will coordinate with each individual Police department's assigned representative to
schedule work at a mutually acceptable time. CDI personnel will be assigned as deemed
necessary by CDI. This is required as several different skill sets are needed to complete
the tasks. All personnel used by CDI will be existing staff who have cleared either CITY
background processes or State Department of Justice background processes.
The specific work to be performed by CDI for each municipal agency is as follows:
Buena Park Police Department
Install Cisco 2620 Router with NAT'ing capability, 1 T1 card and 1 year of Smart
Net 8x5 support with next business day service. ($2,700). Smart Net service is
provided by the manufacture of the router (Cisco) and is included at the request of
the PD. Smart Net is a separate standardized contract provided by Cisco with the
router and will be included in the purchase contract of the router.
Cypress Police Department
1. Install Cisco PIX 515E Firewall with 1 year of Smart Net 8x5 support with next
business day service. ($3,500)
2. Install Cisco 2620 Router with NAT'ing capability, 1 T1 card and 1 year of Smart
Net 8x5 support with next business day service. ($2,700)
3. Perform 8 hours labor for Networking Setup @ $250 /hour ($2,000)
4. Perform 8 hours labor for Technical Assistance setting up computers with new
settings @ $1 00/hour ($800)
Fountain Valley Police Department
1. Install Cisco PIX 515E Firewall with
business day service. ($3,500)
2. Perform 8 hours labor for Networking
La Habra Police Department
1 year of Smart Net 8x5 support with next
Setup @ $250 /hour ($2,000)
1. Install Cisco PIX 515E Firewall with 1 year of Smart Net 8x5 support with next
business day service. ($3,500)
2. Install 3 Cisco 2620 Router with NAT'ing capability, 1 T1 card and 1 year of Smart
Net 8x5 support with next business day service. (3x$2,700 = $8,100)
3. Perform Line upgrade from 56Kbps Bridge to AT &T's 384KBps Frame Relay.
($800)
4. Perform 24 hours labor for Networking Setup @ $250 /hour ($6,000)
5. Perform 24 hours labor for Technical Assistance setting up computers with new
settings @ $1 001hour ($2,400)
ID
0 •
Laguna Beach Police Department
1. Install Cisco 2620 Router with NAT'ing capability, 1 T1 card and 1 year of Smart
Net 8x5 support with next business day service. ($2,700)
2. Perform 24 hours labor for Networking Setup @ $250/hour ($6,000)
3. Perform 24 hours labor for Technical Assistance setting up computers with new
settings @ $100 1hour ($2,400)
La Palma Police Department
1. Install Cisco 2620 Router with NAT'ing capability, 1 T1 card and 1 year of Smart
Net 8x5 support with next business day service. ($2,700)
2. Perform 24 hours labor for Networking Setup @ $250/hour ($6,000)
3. Perform 24 hours labor for Technical Assistance setting up computers with new
settings @ $100 /hour ($2,400)
Los Alamitos Police Department
1. Install Cisco PIX 515E Firewall with 1 year of Smart Net 8x5 support with next
business day service. ($3,500)
2. Install Cisco Catalyst 2950 24 Port Switch with 1 year of Smart Net 8x5 support
with next business day service. ($900)
3. Install Cisco 2620 Router with NAT'ing capability, 1 T1 card and 1 year of Smart
Net 8x5 support with next business day service. ($2,700)
4. Perform 24 hours labor for Networking Setup @ $250 /hour ($6,000)
5. Perform 24 hours labor for Technical Assistance setting up computers with new
settings @ $1 00/hour ($2,400)
Placentia Police Department
1. Install Cisco 2620 Router with NAT'ing capability, 1 T1 card and 1 year of Smart
Net 8x5 support with next business day service. ($2,700)
2. Perform 24 hours labor for Networking Setup @ $250 1hour ($6,000)
3. Perform 24 hours labor for Technical Assistance setting up computers with new
settings @ $100 /hour ($2,400)
19
L
.-1
Santa Ana Police Department
Is 1. Move the 2 T1 lines in the city communications rack that connect the substations
to the city network and make the new connection go directly to the PD LAN.
(2x$1,600 = $3,200) The move of the lines is completed by the utilities company
and is an electronic transfer not a physical move of data lines. All data line moves
and related logistics will be done with the approval of Santa Ana PD.
2. Install one Cisco 2610 Router with 2 T1 cards and 1 year of Smart Net 8x5 support
with next business day service. This would be for the PD Admin location. ($3,200)
3. Install two Cisco 2610 Routers with 1 T1 cards each and 1 year of Smart Net 8x5
support with next business day service. These would be for the substations.
(2x$2,500= $5,000)
4. Perform 16 hours labor for Networking Setup @ $250/hour ($4,000)
5. Perform 16 hours labor for Technical Assistance setting up computers with new
settings @ $100 /hour($1,600)
0
Ef
0 •
SUMMARY OF HARDWARE COSTS
Qty I Description I Price I Cost
Hardware
Cost 1 $51,400.00
21
0
0
1
J
Cisco 2620 Router with 1 T1 card and 1 year of
SmartNet 8x5 support with next day business day
9
service
$2,700.00
$24,300.00
Cisco Catalyst 2950 24 Port Switch with 1 year of
1
Smart Net 8x5 support with next business day service
$900.00
$900.00
Cisco PIX 515E Firewall with 1 year of Smart Net 8x5
4
1 support with next business day service
$3,500.00
$14,000.00
Cisco 2610 Router with 2 T1 cards and 1 year of
Smart Net 8x5 support with next business day service.
1
This would be for the PD Admin location
$3,200.00
$3,200.00
Cisco 2610 Routers with 1 T1 cards each and 1 year
of Smart Net 8x5 support with next business day
2
service. These would be for the substations
$2,500.00
$5,000.00
Move the T1 lines that connect the Santa Ana PD
substations to the Santa Ana city network and make
2
the new connection go directly to the PD LAN
$1,600.00
$3,200.00
Line upgrade from 56Kbps Bridge to AT &T's 384KBps
Frame Relay from La Habra PD to its Court Liaison
1
Office
$800.00
$800.00
Hardware
Cost 1 $51,400.00
21
0
0
1
J
0
0
SUMMARY OF LABOR COSTS
Cypress
Networking
Technical
Networking
$800.00
Fountain
Valle
Support
Assist.
Support
Technical Assist.
La Habra
Hours
Hours
Cost
Cost
Agency PD
$250 /hour
$100 /hour
Hours *Rate
Hours *Rate
Cypress
8
8
$2,000.00
$800.00
Fountain
Valle
8
0
$2,000.00
$0.00
La Habra
24
24
$6,000.00
$2,400.00
Laguna
Beach
24
24
$6,000.00
$2,400.00
La Palma
24
24
$6,000.00
$2,400.00
Los Alamitos
124
124 1$6,000.00
1$2,400.00
Placentia
124 124
1$6,000.00
1$2,400.00
Santa Ana
16 1
16 1$4,000.00
1$1,600.00
Total
Networking
Support Cost
22
$38,000.00
Total Technical
Assistance Cost 1 $14,400.00
Labor Cost $ 52,400.00
Total Cost $107,783.50
• •
Page i of 20
AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH
AND DELOITTE CONSULTING LLP TO DEVELOP AN IMPLEMENTATION PLAN FOR
PHASE 3 OF THE INTEGRATED LAW AND JUSTICE PROJECT
THIS CONTRACT is made and.entered into this _ day of March 2004 by and between the CITY OF
NEWPORT BEACH, a municipal corporation (hereinafter called the "CITY'), and DELOITTE
CONSULTING LLP, 2868 Prospect Park Drive, Sacramento, California 95670 (hereinafter called "DC ")
and is made with reference to the following:
RECITALS
A. CITY is a municipal corporation duly organized and validly existing under the laws of the State of
California with the power to carry on its business as it is now being conducted under the statutes of
the State of California and the charter of the City;
B. DC is a limited liability partnership organized and existing pursuant to the laws of the State of
Delaware;
C. In 1996, law enforcement executives throughout Orange County organized to establish the Orange
County Integrated Law and Justice Project (ILJ), a Countywide effort to integrate the diverse
information systems of all criminal justice agencies in Orange County. This multi -phase project is
designed to establish common data systems and processes, facilitate communications among the
various police and criminal justice system agencies, increase efficiency in utilization of scarce
resources, and reduce duplication of effort. The ILJ is funded by monies allocated by the Federal
Government via a COPS MORE grant. The County of Orange has been the grant administrator for
the project; however, distribution of these funds and decisions on how they are expended have been
made by the ILJ Steering Committee, chaired by Chief of Police Bob McDonell of Newport Beach.
A Strategic Plan for implementation of the ILJ Project phases is in place and DC is to be the
consultant on the ILJ Project,
D. Effective February 2004, the CITY was designated as the lead agency and grant administrator for the
monies allocated by the Federal Government via the COPS MORE grant for the ILJ Project. These
grant monies are now held in trust by CITY on behalf of the ILJ Steering Committee. Distribution of
these funds and decisions on how they are expended continue to be made by the ILJ Steering
Committee, chaired by Chief of Police Bob McDonell of Newport Beach.
E. Phase 3 of the ILJ Project involves the development of a pilot project to share information among
selected Orange County criminal justice agencies. The Integrated Law and Justice Committee of
Orange County desires to have DC assist it in obtaining a vendor to design and implement the pilot
Records Management System/Case Management System sharing project. CITY desires to hire DC to
prepare a Request for Proposals (RFP) and technical specifications for design and implementation of
the pilot program and to assist CITY and the ILJ in evaluating the proposals received (hereinafter
referred to as the "Project "). The services to be provided by DC under this CONTRACT are
described in the Scope of Work attached hereto as Attachment A and in the Letter Proposal dated
August 19, 2002, attached hereto as Attachment C. The total cost payable to DC to complete this
work is $220,000. All expenditures shall be funded by the COPS MORE grant monies.
NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth is
herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, it is mutually agreed by and between CITY and DC as follows:
• •
Page 2 of 20
General Terms and Conditions
A. Governing Law and Venue:
This Agreement (hereinafter "CONTRACT ") has been negotiated and executed in the state of California and
shall be governed by and construed under the laws of the state of California. In the event of any legal action
to enforce or interpret this CONTRACT, the sole and exclusive venue shall be a court of competent
juri sdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the
jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties
specifically agree to waive any and all rights to request that an action be transferred for trial to another
County.
B. Entire Contract:
This CONTRACT and its attachments, when accepted by CITY and DC in writing, contains the entire
CONTRACT between the parties with respect to the matters herein, and there are no restrictions, promises,
warranties or undertakings other than those set forth herein or referred to herein with respect thereto. No
exceptions, alternatives, substitutes or revisions are valid or binding on DC or CITY unless authorized by
CITY and DC in writing. Electronic acceptance of any additional terms, conditions or supplemental
CONTRACTS by any CITY employee or agent, including but not limited to installers of software, shall not
be valid or binding on CITY unless accepted in writing by the CITY's Project Manager (discussed below) or
designee.
C. Amendments:
Wo alteration or variation of the terms of this CONTRACT shall be valid unless made in writing and signed
by the parties; no oral understanding or agreement related to the subject matter of this CONTRACT not
incorporated herein shall be binding on either of the parties; and no exceptions, alternatives, substitutes or
revisions are valid or binding on CITY or DC unless authorized by CITY and DC in writing.
D. Taxes:
Unless otherwise provided herein or by law, price quoted does not include California State sales or use tax.
E. Services and Delivery:
CITY reserves the right to refuse any Deliverables (as defined in Section 14 of the Specific Terms and
Conditions below) or Services (as defined in Section 2 of the Specific Terms and Conditions below) and to
reject all or any part of the Deliverables not conforming in all material respects to applicable specifications
set forth in the Scope of Work and the Letter Proposal from DC to Chief McDonell dated August 19, 2002,
attached hereto as Attachment A and C respectively (hereinafter collectively referred to as the "Scope of
Work" Acceptance of any part of the order for Deliverables shall not bind CITY to accept future shipments.
Over - shipments and under - shipments of Deliverables shall be only as agreed to in writing by CITY. Delivery
shall not be deemed to be complete until all Deliverables or Services have actually been received and
accepted by CITY in accordance with Section F below.
F. Acceptance /Payment:
All Deliverables shall be subject to the review and approval of the CITY's Project Manager or designee.
Approval shall be granted if the Deliverable conforms in all material respects to the requirements of the
Scope of Work. CITY approval shall not be unreasonably withheld. Approval of a Deliverable shall be
0 0
Page 3 of 20
deemed given upon the earlier of (i) CITY's failure to provide DC with approval or a notice of deficiencies
in writing for such Deliverable within thirty (30) business days of delivery unless otherwise agreed to by
Project Managers thereof, and (ii) CITY's commencement of use of the Deliverable. To the extent that any
Deliverables are or have been approved by the CITY pursuant to the terms hereof at any stage of DC's
performance hereunder, DC shall be entitled to rely on such approval, for purposes of all subsequent stages
of DC's performance. Unless otherwise agreed to in writing by CITY, 1) acceptance of a Deliverable shall
not be deemed complete unless in accordance with this Section F, and 2) payment of professional fees with
respect to a Deliverable shall be made after acceptance thereof in accordance with this Section F, pursuant to
the payment terms set forth herein.
G. Warranty:
(1) This is a services engagement. DC warrants that it will perform the services hereunder in good faith
and in a professional manner. Execution of this CONTRACT shall constitute an agreement upon DC's part
to indemnify, defend with counsel agreed to in writing by CITY (which agreement shall not be unreasonably
withheld by CITY) and hold CITY and its indemnities as identified in paragraph "P" below, and as more
fully described in paragraph "P," harmless from liability, loss, damage and expense, including reasonable
counsel fees, incurred or sustained by CITY by reason of third party claims arising as a result of DC's non-
compliance with any applicable state or federal codes, ordinances, orders, or statutes in the course of
performing the Services hereunder, including the Occupational Safety and Health Act (OSHA) and the
California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.
(2) EXCEPT FOR THOSE WARRANTIES EXPRESSLY PROVIDED IN THIS SECTION G OF THIS
CONTRACT, DC DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
H. Patent /Copyright Materials/Proprietary Infringement:
Unless otherwise expressly provided in this CONTRACT, DC shall be solely responsible for clearing the
right to use any patented or copyrighted materials in the performance of this CONTRACT. DC agrees that,
in accordance with the more specific requirement contained in paragraph "P" below, it shall indemnify,
defend with counsel agreed to in writing, which agreement shall not be unreasonably withheld by CITY, and
hold CITY and CITY INDEMNITIES harmless from any and all third party claims of infringement or
violation of any patent, intellectual property right, or trade secret right by the Deliverables and be responsible
for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including,
but not limited to, reasonable attomey s fees, costs and expenses, except to the extent that such infringement
or violation arises from, or could have been avoided except for (i) the indemnified party's modification of
DC's Deliverables or use thereof in a manner not contemplated by this Agreement, (ii) the failure of the
indemnified party to use any corrections or modifications made available by DC, (iii) information, materials,
instructions or specifications provided by or on behalf of the indemnified party, or (iv) the use of DC's
Deliverables in combination with any product or data not provided by DC without DC's consent. If CITY's
use of any such Deliverable, or any portion thereof, is or is likely to be enjoined by order of a court of
competent jurisdiction as such an infringement or violation, DC, at its option and expense, shall have the
right to (x) procure for CITY the continued use of such Deliverable, (y) replace such Deliverable with non -
infringing work product, or (z) modify such Deliverable so it becomes non - infringing; provided that, if (y) or
(z) is the option chosen by DC, the replacement or modified Deliverable is capable of performing the same
function. The foregoing provisions of this paragraph constitute the sole and exclusive remedy of the
indemnified parties, and the sole and exclusive obligation of DC, relating to a claim that a Deliverable
infringes or violates any patent, intellectual property right or trade secret right of a third party.
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I. Assignment or Sub - Contracting:
*he terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors,
executors, administrators and assigns of the parties. Furthermore, neither the performance of this
CONTRACT nor any portion thereof may be assigned or sub - contracted by DC without the express written
consent of CITY. Any attempt by DC to assign or sub - CONTRACT the performance or any portion thereof
of this CONTRACT without the express written consent of CITY shall be invalid and shall constitute a
breach of this CONTRACT. Notwithstanding the foregoing (i) DC may, upon notice, assign personnel of its
affiliates to provide the Services in lieu of or in addition to its own personnel; provided, however, that DC
shall not be relieved of its obligations hereunder, and (ii) either party may assign this CONTRACT, with the
written consent of the other party, to an entity that has acquired all or substantially all of the assigning
party's assets as a successor to the business.
J. Non - Discrimination:
In the performance of this CONTRACT, DC agrees that it will comply with the applicable requirements of
Section 1735 of the California Labor Code and not engage nor permit any subcontractor to engage in
discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, or sex of such persons. DC
acknowledges that a violation of this provision shall subject DC to all the penalties imposed for a violation of
anti- discrimination law or regulation including but not limited to Section 1720 et seq. of the California Labor
Code.
K. Termination:
ID In addition to any other remedies or rights it may have by law and those set forth in this CONTRACT,
either party has the right to terminate this CONTRACT without penalty for cause upon thirty (30) days prior
written notice, provided that in the event of such termination for cause, the breaching party shall have the
right to cure the breach within the notice period. CITY has the right to terminate this CONTRACT without
cause and without penalty after 30 days' written notice to DC. Cause shall be defined as any material breach
of CONTRACT, or any misrepresentation or fraud on the part of a party. Exercise by a party of its right to
terminate the CONTRACT shall relieve such party of all further obligations except for those obligations
incurred prior to the effective date of termination.
L. Consent To Breach Not Waiver:
No term or provision of this CONTRACT shall be deemed waived and no breach excused, unless such
waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any,
consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute
consent to, waiver of, or excuse for any other different or subsequent breach.
M. Remedies Not Exclusive:
Except as expressly provided herein, the remedies for breach set forth in this CONTRACT are cumulative as
to one another and as to any other provided by law, rather than exclusive; and the expression of certain
remedies in this CONTRACT does not preclude resort by either party to any other remedies provided by law.
• N. Independent Contractor:
It is understood that CITY retains DC on an independent contractor basis and DC is not an agent or
employee of CITY. The manner and means of conducting the work are under the control of DC, except to
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the extent they are limited by statute, rule or regulation and the expressed terms of this CONTRACT.
Nothing in this CONTRACT shall be deemed to constitute approval for DC or any of DC's employees or
agents, to be the agents or employees of CITY. DC shall have the responsibility for and control over the
means of performing the work, provided that DC is in compliance with the terns of this CONTRACT.
Anything in this CONTRACT that may appear to give CITY the right to direct DC as to the details of the
performance or to exercise a measure of control over DC shall mean only that DC shall follow the desires of
CITY with respect to the results of the services. Neither DC, any subcontractor, its employees nor anyone
working under DC or any subcontractor shalt qualify for workers' compensation or other Tinge benefits of
any kind through CITY.
O. Performance:
DC shall perform all Services under this CONTRACT as set forth in the Scope of Work, taking all necessary
steps and precautions to perform the Services in accordance with this CONTRACT. DC shall be responsible
for the professional quality, technical assurance, timely completion and coordination of all documentation
and other Deliverables/Services furnished by DC under this CONTRACT. DC shall perform all Services
diligently, carefully, and in a good and workman-like manner; shall furnish all labor, supervision, machinery,
equipment, materials, and supplies necessary therefore, except as otherwise specified in the Scope of Work
attached hereto as Attachment A and Attachment C or agreed to by the parties; shall at its sole expense
obtain and maintain all permits and licenses required for performance of the Services by public authorities,
including those of CITY required in its governmental capacity, in connection with performance of the
Services; and shall be fully responsible for all Services performed by subcontractors.
P. Indemnification/Insu ran ce:
(i) Indemnification
DC agrees to indemnify, defend with counsel approved in writing by CITY, which approval shall not be
unreasonably withheld, and hold CITY, its elected and appointed officials, officers, employees and agents
(CITY INDEMNITIES ") harmless from any claims, demands or liability of any kind or nature arising as a
result of third party claims of bodily injury or real or tangible personal property damage, to the extent
directly and proximately caused by the negligence or willful misconduct of DC's personnel in the course of
performance of the Services pursuant to this CONTRACT; provided, however, that if there also is fault on
the part of CITY or any entity or individual indemnified hereunder or any entity or individual acting on
CITY's behalf, the foregoing indemnification shall be on a comparative fault basis. If judgment is entered
against DC and CITY by a court of competent jurisdiction because of the concurrent active negligence of
CITY or CITY INDEMNITIES, DC and CITY agree that liability will be apportioned as determined by the
court. Neither party shall request a jury apportionment.
As a condition to all indemnity obligations arising under this CONTRACT, the indemnified party shall
provide the indemnifying party with prompt notice of any claim for which indemnification shall be sought
hereunder and shall cooperate in all reasonable respects with the indemnifying party in connection with any
such claim. The indemnifying party shall be entitled to control the handling of any such claim and to defend
any such claim, in its sole discretion. The indemnifying party shall require the written permission of the
indemnified party as to any settlement of such claim unless such settlement absolves the indemnified party of
all liability and responsibility for such claim, which written permission shall not be unreasonably refused.
(ii) Insurance Requirements •
Prior to the provision of services under this CONTRACT, DC agrees to purchase all required insurance at
DC's expense and to deposit with the CITY industry standard Certificates of Insurance, evidencing that the
insurance provisions of this CONTRACT have been complied with and to keep such insurance coverage
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current and the certificates therefore on deposit with the CITY during the entire term of this CONTRACT.
In addition, all subcontractors performing Services on behalf of DC pursuant to this CONTRACT shall
&btain insurance subject to the same terms and conditions as set forth herein for DC.
DC shall be responsible of any deductible. If DC fails to maintain insurance required under this
CONTRACT for the full term of this CONTRACT, the CITY may terminate this CONTRACT.
(a) Qualified Insurer
The policy or policies of insurance must be issued by an insurer approved to do business in the state of
California (California Admitted Carrier).
Minimum insurance company ratings as determined by the most current edition of the Best's Key Rating
Guide/Pronerty- Casualty/United States or ambest.com shall be A- (Secure Best's Rating) and VIII (Financial
Size Category).
A person authorized by the insurer shall sign certification of all required policies.
(b) Coverage Requirements
The policy or policies of insurance maintained by DC shall provide the minimum limits and coverage as set
forth below:
Coverage
Wommercial General Liability with
property damage and contractual liability
Automobile Liability including coverage
for owned, non -owned and hired vehicles
Workers' Compensation
Employers' Liability Insurance
Minimum Limits
$1,000,000 combined single
limit per occurrence
$2,000,000 aggregate
$1,000,000 combined single
limit per occurrence
Statutory
$1,000,000 per occurrence
All liability insurance required by this CONTRACT shall be at least $1,000,000 combined single limit per
occurrence. The minimum aggregate limit for the Commercial General Liability policy shall be $2,000,000.
(c) Endorsements
Each general liability and automobile liability insurance policy shall provide the following coverages:
i. The City, its elected or appointed officers, officials, employees, agents and volunteers
are to be covered as additional insureds with respect to liability arising out of work
performed by or on behalf of the Consultant.
ii. This policy shall be considered. primary insurance as respects to City, its elected or
appointed officers, officials, employees, agents and volunteers as respects to all
claims, losses, or liability arising directly or indirectly from the Consultant's
operations or services provided to City. Any insurance maintained by City, including
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any self - insured retention City may have, shall be considered excess insurance only
and not contributory with the insurance provided hereunder.
iii. This insurance shall act for each insured and additional insured as though a separate
policy had been written for each, except with respect to the limits of liability of the
insuring company.
iv. The insurer waives all rights of subrogation against City, its elected or appointed
officers, officials, employees, agents and volunteers.
V. Any failure to comply with reporting provisions of the policies shall not affect
coverage provided to City, its elected or appointed officers, officials, employees,
agents or volunteers.
vi. The insurance provider will endeavor to provide thirty (30) calendar days written
notice if the insurance provided by this policy shall be suspended, voided, canceled, or
materially reduced in coverage or in limits, by either party.
DC shall promptly notify CITY in the event that it becomes aware of cancellation of the insurance
required hereunder.
The Commercial General Liability policy shall contain a severability of interests clause.
DC is aware of the provisions of Section 3700 of the California Labor Code, which requires every employer
to be insured against liability for Workers' Compensation or be self - insured in accordance with provisions of
that code. DC will comply with such provisions and shall, upon written request, furn ish the CITY industry
standard certificates of insurance as evidence that the DC has secured, for the period of this CONTRACT,
statutory Workers' Compensation insurance and Employers' Liability insurance with minimum limits of
$1,000,000 per occurrence.
Insurance certificates should be forwarded to the agency /department address listed on the request.
If DC does not deposit copies of certificates of insurance as provided herein with CITY incorporating such .
changes within thirty (30) days of receipt of such request, this CONTRACT may be in breach without further
notice to DC, and CITY shall be entitled to seek all legal remedies.
The procuring of such required policy or policies of insurance shall not be construed to limit DC's liability
hereunder nor to fulfill the indemnification provisions and requirements of this CONTRACT.
Q. Bills:
DC shall pay promptly all of its indebtedness for labor, materials and equipment used in performance of the
Services and for which DC is responsible hereunder.DC shall not permit any lien or charge to attach to such
labor, materials and equipment while they are being used to perform the Services, but if any does so attach,
in accordance with the requirements of paragraph "P" above, DC will indemnify, defend, and hold CITY
harmless and be responsible for payment of all costs, damages, penalties and reasonable expenses arising
from third party claims for payment of such indebtedness. "Third party" shall mean any entity or person .
other than DC or CITY, including, without limitation, any governmental entity other than the CITY.
R. Changes:
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DC shall make no changes in the Services to be performed under this CONTRACT or perform any additional
Services without the CITY's specific written approval.
0 S. Change of Ownership:
DC agrees that if there is a change or transfer in ownership of DC's business prior to completion of this
CONTRACT, the new owners shall be required under terms of sale or other transfer to assume DC's duties
and obligations contained in this CONTRACT and complete them in accordance with this CONTRACT.
T. Force Maieure:
DC shall not be liable for any delays or other non - performance and shall not be assessed with liquidated
damages or unsatisfactory performance penalties during any delay beyond the time named for performance
of this CONTRACT caused by any act of God, war, civil disorder, employment strike or other cause beyond
its reasonable control, provided DC gives written notice of the cause of the delay promptly upon the start of
the delay and DC avails itself of any commercially reasonable available remedies.
U. Confidentiality:
DC agrees to maintain the confidentiality of all CITY and CITY - related records and information and all
records and information it obtains from other cities and governmental entities with which is will have contact
during the course of performance of this CONTRACT pursuant to all applicable statutory laws relating to
privacy and confidentiality that currently exist or exist at any time during the term of this CONTRACT. All
such records and information shall be considered confidential and kept confidential by DC and DC's staff,
gents and employees in accordance with Section 14 of this CONTRACT.
V. Compliance with Laws:
DC represents and warrants that Services to be provided under this CONTRACT shall fully comply, at DC's
expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations
(collectively "laws "), including, but not limited to those issued by CITY in its governmental capacity and all
other laws, applicable to the Services at the time Services are provided to and accepted by CITY. DC
acknowledges that CITY is relying on DC to ensure such compliance, and pursuant to the requirements of
paragraph "P" above DC agrees that it shall defend, indemnify and hold CITY and CITY INDEMNITIES
harmless (with counsel approved in writing by CITY, which approval shall not be unreasonably withheld)
from all liability, damages, costs and expenses arising from or related to third party claims of violation of
such laws by DC in the course of performing the Services hereunder.
W. Pricing:
The CONTRACT price shall include full compensation for providing all required Deliverables and Services
as specified in the Scope of Work attached to this CONTRACT, and no additional compensation will be
allowed.
X. Waiver of Jury Trial:
Each party acknowledges that it is aware of and has had the opportunity to seek advice of counsel of its
hoice with respect to its rights to trial by jury, and each party, for itself and its successors, creditors, and
assigns, does hereby expressly and knowingly waive and release all such rights to trial by jury in any action,
proceeding or counterclaim brought by any party hereto against the other (and/or against its officers,
directors, employees, agents, or subsidiary or affiliated entities) on or with regard to any matters whatsoever
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arising out of or in any way connected with this CONTRACT and/or any other claim of injury or damage
under this CONTRACT.
Y. Terms and Conditions: 0
DC acknowledges that it has read and agrees to all terms and conditions included in this CONTRACT.
Z. Headings:
The various headings and numbers herein, the grouping of provisions of this CONTRACT into separate
clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not
limit or otherwise affect the meaning hereof.
AA. Severability:
If any term, covenant, condition or provision of this CONTRACT is invalid, void or unenforceable, the
remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
BB. Calendar Days:
Any reference to the word "day" or "days herein shall mean calendar day or calendar days, respectively,
unless otherwise expressly provided.
CC. Attorney Fees:
In any action or proceeding to enforce or interpret any provision of this CONTRACT, or where any
provision hereof is validly asserted as a defense, each party shall bear its own attorney's fees, costs and
expenses.
DD. Interpretation:
This CONTRACT has been negotiated at arm's length and between persons sophisticated and knowledgeable
in the matters dealt with in this CONTRACT. In addition, each party had been represented by experienced
and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such
counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that
they have not been influenced to any extent whatsoever in executing this CONTRACT by any other party
hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil
Code Section 1654) or legal decision that would require interpretation of any ambiguities in this
CONTRACT against the party that has drafted it is not applicable and is waived. The provisions of this
CONTRACT shall be interpreted in a reasonable manner to effect the purpose of the parties and this
CONTRACT.
EE. Authority
The parties to this CONTRACT represent and warrant that this CONTRACT has been duly authorized and
executed and constitutes the legally binding obligation of their respective organization or entity, enforceable •
in accordance with its terms.
FF. Limitation on Damages and Actions:
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(a) Each party agrees that the other party, its affiliates, agents and subcontractors, and each of their
partners, principals or other personnel shall not be liable for any actions, damages, claims, liabilities, costs,
expenses, or losses in any way arising out of or relating to the contractual services to be performed hereunder
for an aggregate amount in excess of (i) in the case of DC, the fees paid by CITY to DC under this
CONTRACT, or (ii) in the case of CITY, the fees paid and payable to DC by CITY under this CONTRACT.
In no event shall either party, its affiliates, agents or subcontractors or any of their partners, principals or
other personnel be liable for consequential, special, indirect, incidental, punitive or exemplary damages,
costs, expenses, or losses (including, without limitation, lost profits and opportunity costs) arising out of this
CONTRACT. The provisions of this Paragraph shall apply regardless of the form of action, damage, claim,
liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence),
or otherwise.
GG. Cooperation:
CITY shall cooperate with DC in the performance of the services hereunder, including, without limitation,
providing DC with reasonable facilities and timely access to data, information and personnel of CITY. CITY
shall be responsible for the performance of its employees and agents and for the accuracy and completeness
of all data and information provided to DC hereunder. CITY acknowledges and agrees that DC's
performance is dependent upon the timely and effective satisfaction of CITY's responsibilities hereunder and
timely decisions and approvals of CITY in connection with the services. DC shall be entitled to rely on all
decisions and approvals of CITY.
HH. Non - Exclusivitv:
This CONTRACT shall not preclude or limit in any way (i) the right of DC to provide consulting or other
services of any kind or nature whatsoever to any individual or entity as DC in its sole discretion deems
appropriate, or (ii) developing for itself or for others, materials that are competitive with those produced as a
result of the services provided hereunder, irrespective of their similarity to the Deliverables.
II. Definitions:
For the purposes of this CONTRACT, "DC" shall mean Deloitte Consulting LLP and its subsidiaries,
successors and assigns.
JJ. Survival
All sections herein relating to payment, license and ownership, confidentiality, limitations of warranties,
limitations on damages and actions, non - exclusivity, waiver and waiver of jury trial shall survive the
termination of this CONTRACT.
Specific Terms and Conditions
1. Term of Contract
This CONTRACT is for a ninety (90) day period. The term of this CONTRACT will commence on
, 2004 ( or upon execution of the necessary signatures, whichever occurs later, and continue for
ninety calendar days from that date, unless terminated earlier by CITY in accordance with the provisions
herein.
2. Scope of Contract
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This CONTRACT specifies the contractual terms and conditions by which the CITY will procure and
receive services from DC. The services to be provided are set forth in the Scope of Work attached hereto as
Attachment A and the Letter Proposal dated August 19, 2002 from DC to Chief Bob McDonell attached
hereto as Attachment C, which are incorporated by this reference as if fully set forth herein (the "Services ").
The Services may include advice and recommendations, but all decisions in connection with the
implementation of such advice and recommendations shall be the responsibility of, and made by, CITY.
3. Fiscal Annropriations, Subject to
This CONTRACT is subject to and contingent upon applicable budgetary appropriations being approved by
the CITY for each fiscal year during the term of this CONTRACT. If such appropriations are not approved,
the CONTRACT will be terminated without cause pursuant to Section K of this CONTRACT above upon
written notice as specified therein without penalty to the CITY.
DC acknowledges that funding or portions of funding for this CONTRACT may also be contingent upon the
receipt of funds from, and/or appropriation of funds by, the Federal government or State of California to
CITY. If such funding and/or appropriations are not forthcoming, or are otherwise limited, CITY may
terminate without cause this CONTRACT pursuant to Section K of this CONTRACT above upon written
notice as specified therein without penalty.
4. Conflict with Existing Laws
DC and the CITY agree that if any provision of this CONTRACT is found to be illegal or unenforceable,
such term or provision shall be deemed stricken and the remainder of the CONTRACT shall remain in full
force and effect. Either party having knowledge of such term or provisions shall promptly inform the other
of the presumed non - applicability of such provision. Should the offending provision go to the heart of the
CONTRACT, the CONTRACT shall be terminated in a manner commensurate with interests of both parties
to the maximum extent reasonable.
5. Mer er
Attachment A, Attachment B, and Attachment C are incorporated herein by this reference as part of this
CONTRACT.
This CONTRACT, including Attachment A ("Scope of Work"), Attachment B ( "Compensation Schedule "),
and Attachment C ( "DC Letter Proposal dated August 19, 2002 ") shall constitute the complete and exclusive
statement of understanding between CITY and DC and shall supersede all previous written or oral
agreements, and all prior communications between the parties with respect to the subject matter hereof.
6. Reporting/Meetings
CITY's Project Manager and DC's Project Manager will meet on reasonable notice to discuss DC's
performance and progress under this CONTRACT. If requested by CITY, DC's Project Manager and other
project personnel shall attend all meetings. DC shall provide such information that is reasonably requested
by the CITY for the purpose of monitoring DC's progress under this CONTRACT.
7. Proiect Manager, CITY 0
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The CITY shall appoint a Project Manager to act as liaison between the CITY and DC during the term of
this CONTRACT. The CITY's Project Manager shall coordinate the activities of the CITY staff assigned to
work with DC.
The CITY's Project Manager shall have the right to require the removal and replacement of the DC's project
manager and key personnel. The CITY's Project Manager shall notify DC in writing of such action,
specifying in reasonable detail the reason for the action. DC shall accomplish the removal within 14
calendar days after written notice by the CITY's Project Manager. The CITY's Project Manager shall
review and approve the appointment of the replacement for the DC's project manager and key persomnel.
Said approval shall not be unreasonably withheld.
8. Project Manager, DC
DC shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager
shall be available to meet with (via telephone or in person) CITY at all reasonable times during the
CONTRACT term upon reasonable advance notice. DC has designated Stephen Lee to be its Project
Manager.
9. Audits/Inspections
DC agrees to give the CITY's Revenue Manager or the Revenue Manager's authorized representative
(including auditors from a private auditing firm hired by the CITY) access during normal working hours to
(i) all billing and payment books and financial records, and supporting documentation, including payroll and
accounts payable /receivable records of DC for the purpose of auditing or inspecting billing and payment
Wnder this CONTRACT, and (ii) to any other records of performance of the Services hereunder as maybe
equired by law, solely to the extent necessary to determine DC's compliance with this Agreement. The
CITY will provide reasonable notice of such an audit or inspection. Auditors auditing or inspecting
hereunder shall have first agreed in writing to protect the confidentiality of all information disclosed or
revealed to such auditors during such audit or inspection; provided, however that certain information may
become public record pursuant to applicable law.
The CITY reserves the right to audit and verify DC's records as provided for in this Section 9 before final
payment is made.
DC agrees to maintain such records for possible audit for a minimum of three years after final payment
hereunder, unless a longer period of records retention is stipulated under this CONTRACT or by law.
Further, DC agrees to include a similar right to the CITY to audit such records of any subcontractor related
to performance of this CONTRACT.
Should DC cease to exist as a legal entity, DC's records pertaining to this agreement shall be forwarded to
the surviving entity in a merger or acquisition or, in the event of liquidation, to the CITY's Project Manager.
10. Conflict of Interest —
DC or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the
"Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially
affected by the work performed under this CONTRACT, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
If subject to the Act, DC shall conform to all requirements of the Act in performing the Services hereunder.
Failure to do so may constitute a material breach and grounds for termination of this CONTRACT by CITY
under Section K hereof. DC shall indemnify and hold harmless CITY for any and all third party claims for
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damages brought against CITY resulting from DC's violation of the Act in performing the Services
hereunder.
11. Precedence
The documents herein consist of this CONTRACT and its attachments. In the event of a conflict between or
among the CONTRACT documents, the order of precedence shall be the provisions of the main body of this
CONTRACT, i.e., those provisions set forth in the recitals and articles of this CONTRACT, and then the
Attachments.
12. Compensation
This is a firm fixed price CONTRACT.
DC agrees to accept the specified compensation as set forth in Attachment B as full remuneration for
performing all services and furnishing all staffing, labor, materials, direct and indirect costs, and for any
difficulties which may arise or be encountered in the execution of the services until acceptance; and for risks
connected with the services; and for performance by the DC of all of its duties and obligations hereunder.
In no event shall DC's compensation exceed $220,000 without additional written authorization from the
CITY.
13. DATA— TITLE TO
All materials, documents, data or information obtained from CITY data files or any CITY medium furnished
to DC in the performance of this CONTRACT will at all times remain the property of the CITY. Such data
or information may not be used or copied for direct or indirect use by the DC after completion or termination
of this CONTRACT without the express written consent of the CITY. All confidential materials, documents,
data or information, including copies, must be destroyed, returned to the CITY at the end of this
CONTRACT, or maintained by DC for archival purposes only subject at all times to its confidentiality
obligations hereunder.
14. OWNERSHIP OF DOCUMENTS
(a) DC has created, acquired or otherwise has rights in, and may, in connection with the performance of
services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts,
ideas, methods, methodologies, procedures, processes, know -how, techniques, models, templates, the
generalized features of the structure, sequence and organization of software, user interfaces and screen
designs, general purpose consulting and software tools, utilities and routines, and logic, coherence and
methods of operation of systems (collectively, "DC Technology "). To the extent that DC uses any of its
intellectual or other property in connection with the performance of its services, DC shall retain all right, title
and interest in and to such property, and, except for the license expressly granted in this section, CITY shall
acquire no right, title or interest in or to such property.
(b) CITY has permanent ownership of all directly connected and derivative materials first produced
under this CONTRACT in connection with the Services by DC for delivery to the CITY, excluding any DC
Technology contained therein (the "Deliverables "). All documents, reports and other incidental or derivative
work or materials furnished hereunder comprising the Deliverables (except for any DC Technology
contained therein) shall become and remain the sole property of the CITY and may be used by the CITY as it
may require without additional cost to the CITY. DC without the express written consent of the CITY shall
use none of the documents, reports and other incidental or derivative work or furnished materials comprising
the Deliverables except in providing the Services hereunder. DC hereby grants to CITY, a non - exclusive,
royalty -free, worldwide, perpetual, nontransferable license to use, for the internal business purposes of
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CITY and participants in the ILJ as designated by CITY in connection with use of the Deliverables, any DC
Technology contained in the Deliverables. The rights granted to CITY in this Section are contingent upon
SITY's full and final payment to DC hereunder.
15. DC'S Expense
Except as approved by the CITY's Project Manager or designee DC will be responsible for all costs related
to photo copying, telephone communications, fax communications, and parking during the performance of
work and services under this CONTRACT. CITY will not provide reimbursement for any parking fees or
charges incurred while DC is providing services under this CONTRACT.
16. DC Work Hours and Safety Standards
DC shall ensure compliance with all safety and hourly requirements for its employees in performing the
Services in accordance with federal, state and CITY safety regulations and laws.
17. Confidentiality of DC's Records: Confidentiality
DC agrees to maintain the confidentiality of its records pursuant to all statutory laws relating to privacy and
confidentiality as now in existence or as hereafter amended or changed. All records and information
concerning any and all matters referred to DC by the CITY shall be considered and kept confidential by DC
and DC'S staff, agents, subcontractors, and employees. Information obtained by a party in the performance
or receipt of the Services under this CONTRACT ("Confidential Information ") shall be treated as
confidential and shall not be used by the other party for any purpose other than the performance or receipt of
AWe Services under this CONTRACT. The terms of this CONTRACT shall also be considered Confidential
nformation. Each party shall maintain the Confidential Information of the other party in confidence using at
least the same degree of care as it employs in maintaining in confidence its own proprietary and confidential
information, but in no event less than a reasonable degree of care. Confidential Information shall not include
information which (i) shall have otherwise become publicly available other than as a result of disclosure by
the receiving party in breach hereof, (ii) was disclosed to the receiving party on a nonconfrdential basis from
a source other than the disclosing party, which the receiving party believes is not prohibited from disclosing
such information as a result of an obligation in favor of the disclosing party, (iii) is developed by the
receiving party independently of, or was known by the receiving party prior to, any disclosure of such
information made by the disclosing party, or (iv) is disclosed with the written consent of the disclosing party.
A receiving party also may disclose Confidential Information to the extent required by an order of a court of
competent jurisdiction, administrative agency or governmental body, or by any law, rule or regulation, or by
subpoena, summons or other administrative or legal process.
18. Covenant Against Contingent Fees
DC warrants that no person or selling agency has been employed or retained by DC to solicit or secure this
CONTRACT upon a contract or understanding for a commission, percentage, brokerage, or contingent fee,
excepting bona fide employees or bona fide established commercial or selling agencies maintained by DC
for the purpose of securing business.
For breach or violation of this warranty, CITY shall have the right to terminate this CONTRACT in
mWccordance with the termination article and, at its sole discretion, to deduct from DC's fees; or otherwise
ecover, the full amount of such commission, percentage, brokerage, or contingent fee from the DC.
19. Termination - Convenience of the CITY
Page 15 of 20
CITY may terminate performance of Services under this CONTRACT for its convenience in whole, or, from
time to time, in part if CITY determines that a termination is in the CITY's interest upon thirty (30) days'
prior written notice. CITY shall terminate the CONTRACT by delivering to DC a written notice of
termination specifying the extent of the termination and the effective date thereof. The parties agree that, as
to the terminated portion of the CONTRACT, the CONTRACT shall be deemed to remain in effect until
such time as the termination settlement, if any, is concluded and the CONTRACT shall not be void.
As of the effective date of termination and, except as directed by CITY, DC shall immediately proceed with
the following obligations, as applicable, regardless of any delay in determining or adjusting any amounts due
under this clause. DC shall
A. Stop work as specified in the notice of termination;
B. Place no further sub - contracts or orders for materials, services, or facilities, except as necessary to
complete the continued portion of the CONTRACT;
C. Terminate all orders and sub - contracts to the extent they relate to the Services terminated;
D. Settle all outstanding liabilities and termination settlement proposals arising from the termination of any
sub - contract's, the approval or ratification of which will be final for purposes of this clause;
E. As directed by the assigned buyer transfer title and deliver to the CITY Deliverables, upon full and final
payment to DC hereunder,
F. Complete performance of the Services not terminated; and
G. Take any action that may be necessary or as the CITY may direct for the protection and preservation of
the CITY property related to this CONTRACT that is in the possession of DC and in which the CITY has
or may acquire an interest and to mitigate any potential damages or requests for CONTRACT adjustment
or termination settlement to the maximum practical extent.
At the completion of DC'S termination efforts, DC may submit to CITY a list indicating quantity and quality
of termination inventory of Deliverables not previously disposed of and request instructions for disposition
of the residual termination inventory.
After termination DC shall submit a final termination settlement proposal to the user agency /department in a
format acceptable to the CITY. DC shall submit the proposal promptly, but no later than 60 days from the
effective date of the termination, unless extended in writing by the CITY upon written request of DC within
the 60 -day period. However, if the CITY determines that the facts justify it, a termination settlement
proposal may be received and acted on after the expiration of the filing period or any extension.
DC and CITY may agree upon the whole or any part of the amount to be paid because of the termination.
The amount may include a reasonable allowance for profit on Services performed, including a reasonable
amount for accounting, legal, clerical and other expenses reasonably necessary for the preparation of
termination settlement proposals and supporting data, and storage, transportation and other costs incurred,
reasonably necessary for the preservation, protection, or disposition of the termination inventory. However,
the agreed amount may not exceed the total CONTRACT price as reduced by (a) the amount of payment
previously made and (b) the CONTRACT price of Services not terminated. The CONTRACT shall be
amended and DC paid the agreed amount.
If DC and CITY fail to agree on the whole amount to be paid because of the termination of Services, CITY
shall pay DC the amounts determined as follows, but without duplication of any amounts agreed on as set
forth above: 0
A. The CONTRACT price for completed Deliverables accepted in accordance with this CONTRACT not
previously paid for by CITY.
Page 16 of 20
DC shall use industry- standard accounting principles and sound business practices in determining all costs
claimed, agreed to, or determined under this clause. Such costs shall be allocable to the terminated
CONTRACT or portion thereof, allowable under applicable laws, regulations, generally accepted accounting
principles and good business judgment and objectively reasonable. Notwithstanding anything to the contrary
herein or elsewhere, in the event of any termination of this CONTRACT, DC shall be paid professional fees
in accordance with Attachment B and reimbursed expenses on an equitable basis for all Services performed
through the effective date of termination.
In arriving at the amount due DC under this clause, there shall be deducted:
A. All payment to DC previously made under the terminated portion of this CONTRACT; and
B. Any amount due to the CITY by DC under this CONTRACT.
If the termination is partial, DC may file a proposal with CITY for an equitable adjustment of the price(s) of
the continued portion of the CONTRACT. CITY shall make any equitable adjustment agreed upon by the
parties. Any proposal by DC for an equitable adjustment under this clause shall be requested within 30 days
from the effective date of termination unless extended in writing by the agency /department.
Notwithstanding the foregoing or anything to the contrary herein, and regardless of whether a proposal is
filed by DC, CITY shall, upon any termination of this CONTRACT:
A. Under the terms and conditions it prescribes, make payments of professional fees due to DC for Services
provided through the effective date of termination and costs incurred by DC and not yet reimbursed, for
the terminated portion of the CONTRACT; provided however that such payments will not exceed the
authorized Contract amount; and
If the total payments exceed the amount finally due, DC shall repay the excess to CITY upon demand.
Unless otherwise provided in this CONTRACT or by statute, DC shall maintain all billing and payment
records and documents of the same and any other records of performance of the Services hereunder as may
be required by law, solely to the extent necessary to determine DC's compliance with this Agreement, in
each case relating to the terminated portion of this CONTRACT for three years after final payment under this
CONTRACT. This includes all books and other evidence bearing on DC'S costs and expenses under this
CONTRACT. DC shall make these records and documents available to CITY, at DC'S office, at all
reasonable times upon reasonable notice, without any direct charge. If approved by CITY, photographs,
microphotographs, electronic storage, or other authentic reproductions may be maintained instead of original
records and documents.
20. Notices
Any and all notices, requests, demands and other communications contemplated, called for, permitted, or
required to be given hereunder shall be in writing, except through the course of the parties' project
managers' routine exchange of information and cooperation during the term of the Services. Any written
communications shall be deemed to have been duly given upon actual in- person delivery, if delivery is by
direct hand, or upon delivery on the actual day of receipt or.no greater than four calendar days after being
mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first.
The date of mailing shall count as the first day. All communications shall be addressed to the appropriate
arty at the address stated herein or such other address as the parties hereto may designate by written notice
from time to time in the manner aforesaid.
CITY
Page 17 of 20
City of Newport Beach
Police Department
870 Santa Barbara
Newport Beach, CA 92660
ATTN: Captain Paul Henisey
DC
Deloitte Consulting LLP
2868 Prospect Park Drive
Sacramento, California 95670
Attn: Stephen Lee
21. News/Information Release
DC agrees that it will not issue any news releases in connection with either the award of this CONTRACT or
any subsequent amendment of or effort under this CONTRACT without first obtaining review and written
approval of said news releases from CITY through the CITY's project manager.
22. Security- Police Facility
Backuround checks:
All DC personnel to be employed in performance of Services under this CONTRACT may be subject to
background checks and clearance prior to working in a Police facility. DC shall prepare and submit an
information form to the CrI Y's Project Manager for all persons who will be working or who will need
access to the facility. These information forms shall be submitted at least five CITY working days prior to
the start of work on the CONTRACT or prior to the use of any person subsequent to DC'S start of work.
These information forms will be provided by CITY's Project Manager upon request and will be screened by
CITY's Police Department. These information forms shall be thorough, accurate, and complete. Omissions
or false statements, regardless of the nature or magnitude, may be grounds for denying clearance. No person
shall work in a police facility under this CONTRACT who has not received prior clearance from the CITY's
Police Department. Neither CITY, nor the Police Department need give a reason clearance is denied.
CITY shall be solely liable for the performance of such checks and the use of information garnered from
such checks as set forth herein. CITY shall (i) use information from such checks solely for the purposes of
approving DC personnel and subcontractors to provide Services hereunder, (ii) shall not disclose information
from such checks to any third party, and (iii) shall indemnify DC and its partners, principals, directors,
officers, employees, agents and subcontractors against all liability and claims arising out of the improper use
and reporting of information obtained from such checks.
Performance Requirements:
DC'S employees shall not smoke or use profanity or other inappropriate language while on site. DC'S
employees shall not enter the facility while under the influence of alcohol, drugs or other intoxicants and
shall not have such materials in their possession. DC employees shall cooperate with the reasonable requests
of CITY regarding facility security.
23. Payment Terms 0
Invoices for professional fees in the amounts set forth in Attachment B attached hereto are to be submitted
upon acceptance of the Deliverable applicable to the amount of professional fees set forth in Attachment B
hereto to the CITY's Project Manager, unless otherwise directed in this CONTRACT. DC shall reference
Ll
E
Page 18 of 20
CONTRACT number on invoice, and each invoice shall be in a format requested by CITY and containing
the information specified herein. Payment will be net 30 days after receipt of a properly submitted invoice..
or iliing shall cover services and/or Deliverables not previously invoiced.
Payments made by CITY shall not preclude the right of CITY from thereafter disputing any items or services
involved or billed under this CONTRACT and shall not be construed as acceptance of any part of the
Deliverables or services. Without limiting its rights or remedies, DC shall have the right to suspend or
terminate entirely its services if payment is not received within thirty (30) days of receipt of invoice.
IN WITNESS WHEREOF, the parties have caused this CONTRACT to be executed on the day and year
first written above.
APPROVED AS TO FORM:
Robin Clauson,
Assistant City Attorney
*r the City of Newport Beach
ATTEST:
By:
LaVonne Harkless
Principal
0
CITY OF NEWPORT BEACH,
A Municipal Corporation
By:
Homer Bludau, City Manager
CONSULTANT:
Deloitte Consulting LLP
By:
Name:
City Clerk
•
Page 19 of 20
ATTACHMENT "A!'
SCOPE OF WORK
Phase 3 of the Integrated Law and Justice Project
Project Management
• Refine the strategic project plan from Phase 1.
Schedule initial meetings, compile requirements and background information for the project; to include
technical specifications, system requirements and project structure requirements; and prepare baseline
information for workshops, meetings and the Scope of Work for the Request for Proposal (RFP).
• Conduct one workshop to confirm the requirements of theproject and define what components will be
used for deployment in the pilot and whether any should be deferred for a future evolution to the system.
Specific data elements will be established that are to be shared in the pilot project. Plan and schedule
further meetings as needed to confirm data elements available.
• Compile specifications of the system and the Scope of Work framework with technical information. The
types of data to be extracted and shared must be defined and not the technical details of data modules to
allow vendors to describe how they will access and manage data from diverse sources.
• Work with members of the steering committee to identify potential candidates and examine likely
solutions to be proposed. Work with the CITY'S Purchasing Division to assist in the development of
procurement strategies in regards to the Scope of Work for the RFP.
• Complete the Scope of Work with all specification for the RFP document. The Scope of Work will be •
presented to the ILJ Steering Committee for review and approval.
• A set of standards for supporting the integration application must be compiled and published. Agencies
that participate can use these standards to define the input and output requirements of systems that may
be procured in future months. These standards will also serve as a baseline set of requirements for
discussions with RMS and CMS vendors as to how interfaces are to be procured.
• Participate in a Pre - Proposal Bidder Conference to answer technical questions in regards to the Scope of
Work. DC will also be available to respond to technical questions throughout the procurement period.
• Conduct a technical and financial evaluation of the proposals submitted by vendors and present the
results of the evaluation with a recommendation.
9
• •
Attachment B
Compensation Schedule
1. Completion of Requirements Workshop
2. Publish Specifications and Framework for RFP Document
3. Publish Architecture Standards
RFP Evaluation Complete
9
$ 50,000.00
$100,000.00
$ 50,000.00
$ 20,000.00
Page 20 of 20
ATTACHMENT C Deloitte
Consulting
2668 Prospect Park Drive
Sacramento, CA 95670
Telephone: +1116.286.3000
Facsimile: +1.916.268.3131
w Amwm
August 19, 2002
Chief Bob McDonell
Orange County Integrated Justice Steering Committee
c/o Newport Beach Police Department
Santa Barbara Drive
Newport Beach, CA
Dear Chief McDonell:
Further to the discussions that have occurred over the last few months, we have reviewed the options
regarding the ways to approach the pilot deployment of the RMS sharing project (Phase 3 of the
Integrated Justice Project). We are prepared to revise our approach and undertake the project based on
our preparing an RFP for deployment of the system and leaving the detailed design of the solution to the
successful implementation vendor.
This approach clearly allows the Integrated Justice group to examine the solutions available in the
marketplace and make an informed choice regarding the solutions available. We will be pleased to
continue to work with the group in any way to facilitate the process on an ongoing basis. While we are
hopeful that the RFP process will yield acceptable results for you, we will be prepared to examine
alternate approaches once the results are examined.
Our Understanding
Phase 3 of the project is to address the design and implementation of a pilot of the RMS /CMS sharing
project. This proposal covers the work required to design the RMS /CMS application, define the pilot
implementation, and set the stage for selection or definition of an implementation team to build the pilot
system. The functionality of the RMS /CMS sharing application is outlined in the drawing below. The
concept is that operational and investigative data collected at each of the participating agencies is
available at all agencies.
0
0
0
0
Chief Bob McDonell
August 19, 2002
Page 2 of 6
0 0
ProbeUOn
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The complete construction of this application is a very large undertaking. It impacts systems at
approximately 30 agencies and the strategic plan estimated total costs at approximately $4,000,000. In
order to meet with the expected grant funding stream, our proposed approach is to prepare specifications
and an RFP to allow procurement of services to develop a pilot that will allow the sharing of data from 3
to 4 agencies.
This approach can reduce the overall project risk in that it allows the implementation to be done
gradually. It is likely that not all of the desired data will be shared in a pilot; but it will move the program
forward, demonstrate benefits and allow the project team to optimize the approach prior to moving the
implementation out to other agencies.
Despite data from only a few agencies being shared, benefits can accrue to all agencies in the County.
The shared data will be immediately available everyone, whether on not their data is being shared.
Consideration should also be given in the selection of agencies to participate in the pilot that the pilot be
used to develop the interfaces to the most common CMS systems in use. This should greatly aid the
addition of more agencies at a later date.
We anticipate that the specifications will call for a set of browser bases analysis tools and will also allow
for searching of the database by the Orange County Sheriff's department ELETE application. It may be
that the RFP will result in several contracts. A separate contract may be required with CDI for the work
related directly to ELETE. It is also possible that the group may wish to fund more than one pilot
application vendor so that several different approaches can be evaluated. Clearly, these decisions will be
dependent on the costs and effort associated with the various proposals. We expect that initial planning
regarding the potential nature of the go- forward projects will be undertaken early in our engagement.
Some final decisions may be made regarding the structure of the project(s) once the proposals are
evaluated.
Chief Bob McDonell
August 19, 2002
Page 3 of 6
• •
RMsi
RMS2
RMSn
Extract RMS date s Upload
Inception
During the opening week of the phase, we will refine the project plan and
in Operational Data store
operational
Web Servers
Detastore
Reporting Server
(can be
distributed)
1
Requirements Workshop
Requests for Dam
and Meetings
Reporting s Ane"is Web
Web
rase to query Repository
Browser
Specific attention will be paid to exactly what data elements are to be
Scope of Work
The following table outlines our proposed scope of work. We will build upon the initial work that we
completed during the Strategic Planning project in Phase 1. This should minimize the time required for
the requirements tasks and also ease the approval processes for the design stages of the project.
Task
Description
Duration
weeks
Inception
During the opening week of the phase, we will refine the project plan and
schedule the initial meetings. The project team will also use this week to
compile the requirements and background information from the strategy
and prepare the baseline information for the workshops, meetings and the
RFP.
1
Requirements Workshop
A single workshop will be held to confirm the requirements of the project
and Meetings
and to define what components are appropriate for deployment in the pilot
and whether any should be deferred for a future evolution of the system.
Specific attention will be paid to exactly what data elements are to be
shared in the pilot project.
It is likely that a small number of meetings will also be required during this
week to confirm the data elements available.
1
Development of
The team will compile the specifications of the system and the RFP
Specifications and RFP
framework. The document will be highly functional in nature with
supporting technical Information. The types of data to be extracted and
shared will be defined rather than the technical details of the data models
involved. This approach will allow the vendors to describe how they wig
access and manage data from such diverse sources.
2
Develop the
The procurement strategy will be addressed in two parts. Early in the
Procurement Strategy
project several days will be spent working with members of the Sterrig
Committee to identify potential candidates and examirdinq the likel
t
11
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•
P
Chief Bob McDonell
August 19, 2002
RFP to help focus the proposals to the style desired.
Page 4 of 6
P
0 Schedule
We believe that we can complete this assignment, up to the handoff of the RFP and technical
specifications to the procurement agency, in approximately 7 weeks. We will then complete the
Architecture Standards in an additional 3 weeks.
The timing of the evaluation phase is dependent on the issuance of the RFP and the procurement schedule
used by the selected procurement agency. We are prepared to return and undertake the evaluation
whenever the submission of responses occurs but assume that the submission would occur within 16
weeks of handoff of the RFP to the procurement agency.
The schedule is, of course, heavily dependent on the personnel from the involved agencies participating
actively in meetings and workshops, and timely response to requests for information.
We also expect that the County will review documents in a timely fashion and tum them around to the
consulting team within 5 business days of issue.
The schedule for the project is presented in the following diagram.
0
solutions to be proposed. This information will be used to structure the
RFP to help focus the proposals to the style desired.
Additional procurement strategy work will be undertaken as the RFP is
completed. Based on the near final document a better understanding of
the potential solutions likely to be received and the possible structure of
follow on im lementation projects will become clear.
Specification and RFP
The RFP document, complete with specifications will be handed off to the
Review
steering committee for review and approval prior to issuing the RFP.
1
Publish Architecture
Based on the specifications, the team will compile and publish a set of
Standards
standards for supporting the integration application. Participating
agencies can use these standards to define the input and output
requirements of systems that they may procure over the coming months.
They will also serve as a baseline set of requirements for discussions with
RMS and CMS vendors as to how interfaces are to be procured.
2
Support the
We have allowed 40 hours of consulting effort to support a procurement
Procurement
effort. Deloitte Consulting personnel will participate In a single bidders
meeting and will be available to respond to questions from vendors
through the procurement period.
We have not allowed for development of the commercial or legal sections
of an RFP or tender documents in this scope of work. We have assumed
that our technical specifications, system requirements and project
structure requirements will be packaged by the selected procurement
authoritv and issued to the appropriate vendors for response.
4
Evaluation
Upon receipt of the proposals by the Integrated Justice working group,
Deloitte Consulting will conduct a technical and financial evaluation of the
proposals. Upon completion of the evaluation, we will generate a short
letter of recommendation and present the results of the evaluation.
2
0 Schedule
We believe that we can complete this assignment, up to the handoff of the RFP and technical
specifications to the procurement agency, in approximately 7 weeks. We will then complete the
Architecture Standards in an additional 3 weeks.
The timing of the evaluation phase is dependent on the issuance of the RFP and the procurement schedule
used by the selected procurement agency. We are prepared to return and undertake the evaluation
whenever the submission of responses occurs but assume that the submission would occur within 16
weeks of handoff of the RFP to the procurement agency.
The schedule is, of course, heavily dependent on the personnel from the involved agencies participating
actively in meetings and workshops, and timely response to requests for information.
We also expect that the County will review documents in a timely fashion and tum them around to the
consulting team within 5 business days of issue.
The schedule for the project is presented in the following diagram.
0
• •
Chief Bob McDonell
August 19, 2002
Page 5 of 6
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Key Assumptions
The key requirement to getting our work done on schedule and within the proposed budget is the active
participation of the staff from the participating agencies, and the selected procurement agency personnel.
Another key requirement for this engagement, especially due to the requirement to use ELETE as the
access technology, will be significant participation from the Sheriffs Department information technology
personnel and their contractor, CDI.
Costs and Payment Schedule
We are prepared to undertake the work outlined in the scope of work section at a cost of $220,000. This
fee includes all travel and incidental costs for the project team.
We propose a payment schedule as follows:
Milestone 1 — Completion of Requirements Workshop $50,000
Milestone 2 - Publish Specifications and Framework RFP document $100,000
Milestone 3 - Publish Architecture Standards $50,000
Final Payment — RFP Evaluation Complete $20,000
As the duration of the procurement task is out of our control, we do not anticipate any holdbacks will be
applicable on progress payments.
0
I*
0
Chief Bob McDonell
August 19, 2002
Page 6of6
We are not sure of the contracting vehicle that will be used for this project, but have attached a copy of
our standard agreement to this scope of work. We can certainly use it, or it can be used for informational
purposes as we compile a specific agreement.
Conclusion
Thank you again, for the opportunity to submit this revised scope of work. We look forward to
participating in this exciting and important initiative with you. We would be pleased to discuss any
aspects of this document or discuss any other ways that we can help.
Sincerely,
DELOITTE CONSULTING L.P.
By: Deloitte Consulting (US) LLC
By:
Kelly Douglas, Principal
Deloitte Consulting L.P.
E
Deloitte
Consulting
Deloitte Consulting L.P.
GENERAL BUSINESS TERMS
1. Services.
a) Deloitte Consulting will provide Client with the services described In the engagement letter, proposal and/or statement of work to which these
terms are attached. Deloitte Consulting's services may include advice and recommendations, but all decisions In connection with the
implementation of such advice and recommendations shall be the responsibility of, and made by, Client.
b) The services may be performed away from the Client's site by Deloitte Consulting personnel under Deloitte Consulting's "34-5 Policy" (or
similar policies as may be adopted and amended by Deloitte Consulting from time to time) whereby such personnel spend four (4) days of
each workweek (and no more than three (3) nights) at the Client's site(s) and the fifth day thereof at the personnel's resident city.
2. Payment of Invoices. Deloitte Consulting's invoices are due upon presentation. Invoices for which payment is not received within thirty (30)
days of the invoice date shall accrue a late charge of the lesser of (1) 1'%% per month or (it) the highest rate allowable by law, in each case
compounded monthly to the extent allowable by law. Without limiting Its rights or remedies, Deloitte Consulting shall have the right to suspend
or terminate entirely its services if payment is not received within thirty (30) days of the invoice date.
3. Term. Unless terminated sooner in accordance with its terms, this agreement shall terminate on the completion of Deloitte Consulting's
services hereunder. This agreement may be terminated by either party at any time with or without cause by giving written notice to the other
party not less than thirty (30) days before the effective date of termination, provided that in the event of a termination for cause, the breaching
party shall have the right to cure the breach within the notice period.
4. License and Ownership,
a) Deloitte Consulting Technology. Deloitte Consulting has created, acquired or otherwise has rights in, and may, in connection with the
performance of services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods,
methodologies, procedures, processes, know -how, techniques, models, templates, the generalized features of the structure, sequence and
organization of software, user interfaces and screen designs, general purpose consulting and software tools, utilities and routines, and logic,
coherence and methods of operation of systems (collectively, the "Deloitte Consulting Technology ").
b) Ownership of Deliverables. For purposes of this engagement, "Deliverables" shall mean all work product first created by Deloitte Consulting
for delivery to Client in connection with the services provided hereunder, but shall not include any third -party software or related
documentation licensed directly to Client from a third party. Deloitte Consulting hereby (t) assigns to Client ownership of the Deliverables,
and (it) grants to Client, a non - exclusive, royalty-free, worldwide, perpetual, nontransferable license to use, for Client's internal business
purposes, any Deloitte Consulting Technology contained in the Deliverables. The rights granted to Client in this subparagraph are contingent
upon Client's full and final payment to Deloitte Consulting hereunder.
c) Ownership of Deloitte Consulting Property. To the extent that Deloitte Consulting uses any of Its intellectual or other property in connection
with the performance of its services, Deloitte Consulting shall retain all right, title and interest in and to such property, and, except for the
license expressly granted in this section, Client shall acquire no right, title or interest in or to such property.
5. Confidentiality.
a) To the extent that, in connection with this engagement, each party comes into possession of any proprietary or confidential Information of the
other party ( "Confidential Information "), each party agrees to use the Confidential Information of the other party solely for the purposes of this
engagement, and will not disclose such Confidential Information to any third parry without the other party's consent. The terms of this
engagement shall also be considered Confidential Information. Each party shall maintain the Confidential Information of the other party in
confidence using at least the same degree of care as it employs in maintaining in confidence its own proprietary and confidential information,
but in no event less than a reasonable degree of care.
b) Confidential Information shall not include information which (i) shall have otherwise become publicly available other than as a result of
disclosure by the receiving party in breach hereof, (it) was disclosed to the receiving party on a nonconfidential basis from a source other than
the disclosing party, which the receiving party believes is not prohibited from disclosing such information as a result of an obligation in favor of
the disclosing party, (iii) is developed by the receiving party independently of, or was known by the receiving party prior to, any disclosure of
such information made by the disclosing party, (iv) is required to be disclosed by order of a court of competent jurisdiction, administrative
agency or governmental body, or by any law, rule or regulation, or by subpoena, summons or any other administrative or legal process, or by
applicable regulatory or professional standards, or (v) is disclosed with the written consent of the disclosing party.
S. Limitation on Warranties. THIS IS A SERVICES ENGAGEMENT. DELOITTE CONSULTING WARRANTS THAT IT WILL PERFORM
SERVICES HEREUNDER IN GOOD FAITH AND IN A PROFESSIONAL MANNER. DELOITTE CONSULTING DISCLAIMS ALL OTHER
WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. CLIENT'S EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY SHALL BE FOR
DELOITTE CONSULTING, UPON RECEIPT OF WRITTEN NOTICE, TO USE DILIGENT EFFORTS TO CURE SUCH BREACH, OR,
FAILING ANY SUCH CURE IN A REASONABLE PERIOD OF TIME, THE RETURN OF PROFESSIONAL FEES PAID TO DELOITTE
CONSULTING HEREUNDER WITH RESPECT TO THE SERVICES GIVING RISE TO SUCH BREACH.
7. Limitation on Damages and Actions.
a) Each party agrees that the other parry, its affiliates, agents and subcontractors, and each of their personnel shall not be liable for any actions,
damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to the services performed hereunder for an
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aggregate amount in excess of the fees paid by Client to Deloitte Consulting under this engagement. In no event shall either party , its
affiliates, agents or subcontractors, or any of their personnel be liable for consequential, special, indirect, incidental, punitive or exemplary
damages, costs, expenses, or losses (including, without limitation, lost profits and opportunity costs) nor shall they be liable for any claim or
demand against the other party by any third parry. The provisions of this Paragraph shall apply regardless of the form of action, damage,
claim, liability, cost, expense, or loss, whether in contract, statute, tort (including, without limitation, negligence), or otherwise.
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GENERAL BUSINESS TERMS (continued)
b) No action, regardless of form, arising under or relating to this engagement, maybe brought by either party more than one year after the cause
of action has accrued, except that an action for non - payment may be brought by a party not later than one year following the date of the last
payment due to such party hereunder.
8. Cooperation. Client shall cooperate with Deloitte Consulting in the performance of the services hereunder, including, without limitation,
providing Deloitte Consulting with reasonable facilities and timely access to data, information and personnel of Client Client shall be
responsible for the performance of its employees and agents and for the accuracy and completeness of all data and information provided to
Deloitte Consulting hereunder. Client acknowledges and agrees that Deloitte Consulting's performance is dependent upon the timely and
effective satisfaction of Client's responsibilities hereunder and timely decisions and approvals of Client in connection with the services. Deloitte
Consulting shall be entitled to rely on all decisions and approvals of Client.
9. Non - Exclusivity. This agreement shall not preclude or limit in any way (i) the right of Deloitte Consulting to provide consulting or other
services of any kind or nature whatsoever to any individual or entity as Deloitte Consulting in its sole discretion deems appropriate, or (ti)
developing for itself or for others, materials that are competitive with Nose produced as a result of the services provided hereunder, irrespective
of their similarity to the Deliverables.
10. Nonsolicitation. During the term of this engagement and for a period of one (1) year thereafter, neither party shall directly or indirectly
employ, solicit or retain the services of the personnel of the other party for its own benefit or the benefit of another. A party shall not be in
breach of this Section if those responsible for the solicitation, hiring or retention of the other partyy s personnel were not aware of the prohibition
contained in this Section; however, personnel of both parties engaged in the provision or acceptance of services hereunder shall be presumed
to know of the prohibition. In the event a party breaches this provision, the breaching party shall be liable to the aggrieved party for an amount
equal to thirty percent (30 %) of the annual base compensation of the relevant personnel in his/her new position. Although such payment shall
be the aggrieved party's exclusive means of monetary recovery from the breaching party for breach of this provision, such a breach shall be
considered a material breach of this agreement and the aggrieved party's remedies of termination, injunction and damages shall be cumulative.
11. Waiver of Jury Trial. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER IN CONTRACT, STATUTE, TORT
(INCLUDING, WITHOUT LIMITATION, NEGILIGENCE) OR OTHERWISE) RELATING TO THIS ENGAGEMENT.
12. Other Terms.
a) Force Maieure. Except for the payment of money, neither party shall be liable for any delays or other non - performance resulting from
circumstances or causes beyond its reasonable control, including, without limitation, acts or omissions or the failure to cooperate of the other
party (including, without limitation, entities or individuals under its control, or their respective officers, directors, employees or other personnel
and agents), acts or omissions or the failure to cooperate by any third party (other than Deloflte Consulting subcontractors), fire or other
casualty, act of God, strike or labor dispute, war or other violence, or any law, order or requirement of any governmental agency or authority.
b) Independent Contractor. Each party is an independent contractor, and neither party is, nor shall represent itself to be, an agent, partner,
fiduciary, joint venturer, co -owner or representative of the other.
c) Survival. All sections herein relating to payment, license and ownership, confidentiality, warranties, limitations of warranties, limitations on
damages and actions, non - exclusivity, nonsolicitation, waiver and waiver of jury trial shall survive the termination of this agreement.
d) Interpretation. For the purposes of these terms, "Deloitte Consulting" shall mean Deloitte Consulting L.P. and its subsidiaries, and all of their
partners, principals, members, owners, directors, staff and agents, and in all cases any successor or assignee.
e) Notices. All notices hereunder shall be (1) in writing, (ii) delivered to the representatives of the parties at the addresses set forth in the
engagement letter, proposal and/or statement of work to which these terms are attached (unless changed by either party upon notice to the
other party), and (iii) effective upon receipt.
f) Assignment. Except as provided below, neither party may assign, transferor delegate any of the rights or obligations hereunder (including,
without limitation, interests or claims relating to this engagement) without the prior written consent of the other party. Deloitte Consulting may,
upon notice to Client, subcontract or delegate its obligations and responsibilities hereunder to its related and affiliated entities; provided,
however, that Deloitte Consulting shall not be relieved of its obligations hereunder. Notwithstanding the foregoing, either party may assign this
agreement, without the consent of the other party, to an entity that has acquired all or substantially all of the assigning party's assets as a
successor to the business.
g) Waiver. The failure of either party to insist upon strict performance of any of the provisions contained in this agreement shall not constitute a
waiver of its rights as set forth in this agreement, at law or in equity, or a waiver of any other provisions or subsequent default by the other
party of any of the terms or conditions in this agreement.
h) Entire Agreement. These terms, the engagement letter, proposal and /or statement of work to which these terms are attached, including any
Exhibits, constitute the entire agreement between Deloitte Consulting and Client with respect to this engagement and supersede all other oral
and written representations, understandings or agreements relating to this engagement, and may not be amended except by a written
agreement signed by the parties.
i) Governing Law. This agreement and all matters relating to this engagement (whether In contract, statute, tort (such as negligence) or
otherwise), shall be governed by, and construed in accordance with, the laws of the State of California (without giving effect to the choice of
law principles thereof).
j) Severability. If any provision of this agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not
affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable,
preserving to the fullest extent permissible the intent of the parties set forth in this agreement.
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