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HomeMy WebLinkAboutC-3925 - Agreement to Develop an Electronic Filing Initiative for Integrated Law and Justice Agency of Orange County (ILJAOC)0 AMENDMENT NO. 1 TO AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND DELOITTE CONSULTING, LLP TO DEVELOP AN ELECTRONIC FILING INITITATIVE FOR THE INTEGRATED LAW AND JUSTICE AGENCY OF ORANGE COUNTY (ILJAOC) THIS AMENDMENT NO.1 TO AGREEMENT, is entered into as of this 72-day of 2010, by and between the CITY OF NEWPORT BEACH, a unicipal Corporation CITY ") M , and DELOITTE CONSULTING, LLP, a Delaware Limited Liability Partnership, whose address is 2868 Prospect Park Drive, Sacramento, CA 95670, ( "CONSULTANT"), and is made with reference to the following: RECITALS: A. On April 17, 2007, CITY and CONSULTANT entered into an Agreement, hereinafter referred to as "AGREEMENT," for the development of an electronic filing initiative for the Integrated Law and Justice Agency of Orange County ( "ILJAOC "), hereinafter referred to as "PROJECT." B. CITY desires to enter into this AMENDMENT NO. 1 to reflect additional services not included in the AGREEMENT and to extend the term of the AGREEMENT to June 30, 2010. C. CITY and CONSULTANT mutually desire to amend AGREEMENT, hereinafter referred to as "AMENDMENT NO. 1," as provided here below. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: TERM The term of the AGREEMENT shall be extended to June 30, 2010. 2. ADDITIONAL SERVICES TO BE PERFORMED In addition to the services to be provided pursuant to the AGREEMENT CONSULTANT shall diligently perform all the services described in AMENDMENT NO. 1 including, but not limited to, all work set forth in the scope change request attached hereto as Exhibit A and incorporated herein by reference. The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 3. INTEGRATED CONTRACT Except as expressly modified herein, all other provisions, terms, and covenants set forth in AGREEMENT shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this AMENDMENT NO. 1 on the date first above written. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY By: ,- Mlyl'netk�fi. betrhpmp Assistant City Att ney ATTEST: Ty � eilani I. Brown, D City Clerk U c��iFoar�r CITY OF NEWPORT BEACH, A Municipal Corporation By: D id -L Kiff City Manager CONSULTANT: DELOITTE CONSULTING, LLP By: StephA Lee, Director By: ( 'nancial Officer) Title: r V=ec Mc Print Name: SL Le a As approved and recommended by action of the Board of ire tors of ILJAOC: G Bob McDonell, Executive Director Attachments: Exhibit A — Scope Change Request E ILJAOC E -Filing Project Scope Change Request To AMEND PROFESSIONAL SERVICES AGREEMENT WITH DELOITTE CONSULTING LLP TO PROVIDE CONSULTING AND MANAGEMENT SERVICES TO DEVELOP AN ELECTRONIC FILING INITIATIVE FOR THE INTEGRATED LAW & JUSTICE AGENCY FOR ORANGE COUNTY 12/03/2009 FORM INFORMATION Sub'eGi N 2 Extend Time of Execution Stephen Lee, Deloitte ©ate LQ g`= 12/1/2009 _X_ High Medium Low ©ue Uat>�f� _ 12/30/2009 — CHANGE DESCRIPTION The project duration has extended due to the increased scope of -Change Order 1 Reas4�tll which involved restructuring and rerunning the RFP process. Subsequent to that, Change teq>� response times provided to the vendor community were extended and as a result, work under this contract is not expected to be complete until early 2010. Extend the end date of validity for the contract to June 30, 2010 1. Allows project to run to completion Options are somewhat limited and undesirable. The only potential option would be to cancel the existing contract and initiate a new one — this would result in significant additional delay which is not desirable at this time. None IMPACT OF CHANGE/SCOPE OF WORK itesOffVced� r No sites are impacted at this time. This change order alone will have no impact on the schedule. Its execution provides for the most expedient completion of the work. Vendor proposals have been received and the only remaining work is the evaluation of the proposals. No additional cost impact Scope of Work: No new scope of work is required Page 1 of 2 CONFIDENTIAL Page 18 of 29 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 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: Cc (er Robin Clauson, City Attorney for the City of Newport Beach ATTEST: b��y `I' Y' JaL aVonne Harkless City Clerk Attachments: Attachment A -Scope of Work Attachment B — Payment Schedule Attachment C — Participating Agencies and Sites F:\users\cat\sharedWG\DeloitteConsultingLLP CITY OF NEWPORT BEACH, A Munici al Corporation By: Homer Bludau, Cit Manager CONSULTANT: Deloitte Consulting LLP 16Z By: /�<__ —- Name: C11i 0^, Al _,0 Principal 0 0 Page t of 29 AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND DELOITTE CONSULTING LLP TO DEVELOP AN ELECTRONIC FILING INITIATIVE FOR THE INTEGRATED LAW AND JUSTICE AGENCY OF ORANGE COUNTY T141S CONTRACT is made and entered into this / ! day of (-2007 by and between the CITY Of NEWPORT BEACH, a municipal corporation (hereinafter c4ed he "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 was 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 was 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 was 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. On March 23, 2004 The City of Newport Beach and Deloitte Consulting LLP entered into an agreement, which has been completed, to develop an implementation plan for phase 3 of the Integrated Law and Justice project. Phase 3 of the ILJ project involved the development of a pilot project to share information among selected Orange County Criminal Justice Agencies. F. In June of 2006, the core agencies of the Orange County Integrated Law and Justice Project approved the formation of a new joint powers authority, known as the Integrated Law and Justice Agency of Orange County (ILJAOC). The ILJAOC is chaired by Chief of police Bob McDonell of Newport Beach. This new entity is now moving forward with the integrated justice program. G. The electronic filing initiative involves the development of a system that allows all law enforcement agencies operating in orange county to electronically file their complaint and case documents with the district attorney and superior court, and, share all or parts of those documents with those agencies who have a legal right and need to receive the information. The City and the ILJAOC desire to have DC assist them in obtaining a vendor to design and implement the electronic filing project. City 0 • Page 2 of 29 desires to hire DC to prepare a request for proposal (RFP) and technical specifications for the design and implementation of the electronic filing project and to assist City and ILJAOC in evaluating the proposals received. The services to be provided by DC under this contract are described in the scope of work attached hereto as attachment A. The total cost payable to DC to complete this work is Three Hundred Ten Thousand Dollars ($310,000.00). 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: 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. H. 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 attached hereto as Attachment A (hereinafter referred to as the "Scope of, 0 0 Page 3 of 29 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 terns 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 "PHIS 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 Infrinzement: 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 0 0 Page 4 of 29 Deliverables in combination with any product or data not provided by DC without DC's consent. If CITY's use of any such Deliverable, or any portion thereof, is or is likely to be enjoined by order of a court of competent jurisdiction as such an infringement or violation, DC, at its option and expense, shall have the right to (x) procure for CITY the continued use of such Deliverable, (y) replace such Deliverable with non - infringing work product, or (z) modify such Deliverable so it becomes non - infringing; provided that, if (y) or (z) is the option chosen by DC, the replacement or modified Deliverable is capable of performing the same function. The foregoing provisions of this paragraph constitute the sole and exclusive remedy of the indemnified parties, and the sole and exclusive obligation of DC, relating to a claim that a Deliverable infringes or violates any patent, intellectual property right or trade secret right of a third party. I. Assignment or Sub - Contracting: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this CONTRACT nor any portion thereof may be assigned or sub - contracted by DC without the express written consent of CITY. Any attempt by DC to assign or sub - CONTRACT the performance or any portion thereof of this CONTRACT without the express written consent of CITY shall be invalid and shall constitute a breach of this CONTRACT. Notwithstanding the foregoing (i) DC may, upon notice, assign personnel of its affiliates to provide the Services in lieu of or in addition to its own personnel; provided, however, that DC 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 o£, or excuse for any other different or subsequent breach. n u M. Remedies Not Exclusive: 0 Page 5 of 29 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. 0. 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 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 0 0 Page G of 29 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) hrsurance 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, (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 Iiability 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 • i Page 7 of 24 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. 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: 0 Page 8 of 24 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. 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 Maicure: 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 tern 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: Page 9 of 29 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: 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 • 0 Page 10 of 29 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. Tr. 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, 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. 11. 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 Page 11 of 29 This CONTRACT is for a period of 12 months. The term of this CONTRACT will commence on 2007, or upon execution of the necessary signatures, whichever occurs later, and continue for a period of 12 months from that date, unless terminated earlier by CITY in accordance with the provisions herein. 2. Scone of Contract This CONTRACT specifies the contractual terms and conditions by which the CITY will procure and receive services from DC. The set-vices to be provided are set forth in the Scope of Work attached hereto as Attachment A. 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 tern of this CONTRACT. If such appropriations are not approved, the CONTRACT will be terminated without cause pursuant to Section K of this CONTRACT above upon written notice as specified therein without penalty to the CITY. DC acknowledges that funding or portions of funding for this CONTRACT may also be contingent upon the receipt of funds from, and/or appropriation of funds by, the Federal government or State of California to CITY. If such funding and/or appropriations are not forthcoming, or are otherwise limited, CITY may terminate without cause this CONTRACT pursuant to Section K of this CONTRACT above upon written notice as specified therein without penalty. 4. Conflict with Existing Laws DC and the CITY agree that if any provision of this CONTRACT is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the CONTRACT shall remain in full force and effect. Either party having knowledge of such term or provisions shall promptly inform the other of the presumed non - applicability of such provision, Should the offending provision go to the heart of the CONTRACT, the CONTRACT shall be terminated in a manner commensurate with interests of both parties to the maximum extent reasonable, 5. Merger Attachment A is incorporated herein by this reference as part of this CONTRACT. This CONTRACT, including Attachment A ("Scope of Work "), shall constitute the complete and exclusive statement of understanding between CITY and DC and shall supersede all previous written or oral agreements, and all prior communications between the parties with respect to the subject matter hereof. 6. Reporthta /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 Page 12 of 29 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 Manaeer, CITY The CITY shall appoint a Project Manager to act as liaison between the CITY and DC during the term of this CONTRACT. The CITY's Project Manager shall coordinate the activities of the CITY staff assigned to work with DC. 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. A. 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 lnterest- 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 Page 13 of 29 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. 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 $310,000.00 without additional written authorization from the CITY. 13. DATA —TITLE To All materials, documents, data or information obtained from CITY data files or any CI'T'Y 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 0 0 Page 14 of 29 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 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 non - confidential 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 Contineent Fees DC warrants that no person or selling agency has been employed or retained by DC to solicit or secure this CONTRACT upon a contract or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by DC for the purpose of securing business. 0 0 Page 15 of 29 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. 0 0 Page 16 of 29 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 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 0 0 Page 17 of 29 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 870 Santa Barbara Newport Beach, CA 92660 ATTN: Captain Mike Hyams 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 oil 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 0 shall not have such materials in their possession. of CITY regarding facility security. 23. Payment Terms Page IS of 29 DC employees shall cooperate with the reasonable requests 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 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: � c. (fi' kobin Clauson, City Attorney for the City of Newport Beach ATTEST: / _l yy aV onne Harkless City Clerk CITY OF NEWPORT BEACH, A Muni c al Corporation By: X. � Homer Bludau, Cit Manager CONSULTANT: Deloitte Consulting LLP By: Name: N Chows Cl+ior, n o Principal Attachments: Attachment A -Scope of Work Attachment B — Payment Schedule Attachment C — Participating Agencies and Sites F: luserslcat\sharedlAG tDeloitteConsu lting L LP Page 19 of 29 ATTACHMENT "A" SCOPE OF WORK Electronic Filing Initiative SOW — Scope of Work - Electronic Filing Initiative This section outlines the services, equipment, software, and tools to be provided by the Consultant in the execution of the contract. SOW 0 — General The general requirements are applicable to all phases of the project. SOW 0-1 Location of Work The primary work location shall be in facilities provided by the Integrated Law & Justice Agency of Orange County, in the State of California. All meetings and workshops shall be completed in those facilities. The vendor can complete much of the ofFline analysis and document preparation work in their own facilities. However, all rnectings, workshops, and project management meetings shall occur at the primary work location. SOW 0-2 IUAOC Project Manager The ILJAOC will designate a project manager. This individual will be the primary point of contact for the consultant and will be responsible for coordinating the participation of agency personnel and review and approval of consultant deliverables. SOW 0 -3 Vendor Project Manager The vendor shall assign a Consultant Project Manager to this project. The Consultant Project Manager will be the single point of contact responsible for all work undertaken by the vendor. The Consultant Project Manager shall be on site in Orange County as needed through the duration of the project. During implementation and up to provisional acceptance, the Consultant Project Manager must be on site in Orange County at least four days out of every two weeks unless agreed to by the 1LJAOC Project Manager. At no time during the project shall the Consultant Project Manager be on site less than two days in a calendar month. These requirements are applicable to both Phase I and Phase 2. SOW 0 -4 Project Management The Consultant Project Manager shall maintain a detailed schedule of activities for his /her team and update the schedule on at least a bi -weekly basis for the duration of the project. The updated schedule shall be reported, along with progress reports, to the ILJAOC Project Manager on a regular basis. Progress reports shall be issued on at least a bi- weekly basis, and shall include a table fisting all delivery milestones, along with the originally scheduled date, the current target date, and the number of changes to the date. SOW 0 -5 Executive Meetings The Consultant Project Manager shall be prepared to present an update of the project, including key interim results, issues, and general status at JPA Board meetings once per month. The Consultant Project Manager should plan to attend these meetings and present in person, unless extenuating circumstances prohibit his/her attendance. Participation by the DA's Staff will be essential during the project review process. SOW 0 -6 Inception For each phase of the project, the Consultant Project Manager shall meet with dne ILJAOC Project Manager as often as necessary during the initial three weeks of the project in order to finalize the project plan, schedule initial meetings and workshops, and agree and document project processes, procedures, and reporting systems. For costing purposes, the Consultant Project Manager should expect to meet on site at least three days per week during this period. SOW 0 -7 Deliverables Deliverables will primarily be exchanged electronically between participants. The vendor shall be responsible for the labor and cost associated with producing up to three bound bard copies and 10 copies on compact disc of each formal deliverable upon request of ILJAOC. Page 20 of 29 The content and text of all deliverables (excepting pre - existing intellectual property of the vendor) shat become the property of ILJAOC in accordance with Section 14, "Ownership of Documents" in the Specific Terms and Conditions above, upon acceptance of the deliverable. The Consultant Project Manager must provide ILJAOC with editable electronic source documents for all accepted deliverables. SOW 0 -8 Standards The participating agencies mandate that the consultant conform the design to industry standards wherever practical and appropriate. In particular, there is specific interest in having the solution adhere to the Global Justice XML standard. SOW 1— Phase 1 Assessment and Requirements The focus of Phase 1 of the project is the assessment of the operating environments of the participating agencies and the development of the requirements for the eventual solution. SOW 1 -1 Site Surveys Mail -out or electronic surveys are an unacceptable primary method for compiling agency information due to the difficulty of coordinating responses. The Consultant Project Manager may choose to supplement other information - gathering methods with a survey. In conjunction with the inception meetings, the Consultant Project Manager shall visit all sites included in the Phase and work with operational and technical personnel at that agency to gain an understanding of the business processes and technical systems likely to be impacted by the solution. SOW 1 -2 Working Croup The Consultant Project Manager shall work with ILJAOC to form a working group of representatives from a cross - section of participating agencies, including those affected by the project who may not be formal members of the t1.JAOC. The Consultant Project Manager shall meet with this group regularly to review findings and explore options and alternatives. SOW 1 -3 Initiating Agency Requirements The Consultant Project Manager shall compile a set of business and technical requirements for each of the originating agencies participating in the project who will electronically file the case documents. SOW 1 -4 Recipient Agency Requirements The Consultant Project Manager shall compile a set of business and technical requirements for each of the agencies participating in the project who will receive the filing documents. SOW 1 -5 Solutions Analysis Once the initial requirements are compiled, the Consultant Project Manager shall conduct a preliminary analysis of the kinds of solutions that could be utilized to address the requirements. The results of this analysis, along with recommendations for moving forward, shall be validated with the Working Group and then presented to the ILJAOC JPA Board. SOW 1 -6 Deliverables Two deliverables will be required from this Phase. The Requirements Document will consist of: • A structured compilation of all of the identified requirements from the participating agencies • An analysis of requirements which categorizes them as to their level of criticality • Identification of problematic requirements and a discussion of the implications The Solutions Analysis will consist of: • A discussion of the kinds of technologies that could be used to address the requirements > Preliminary budgetary costing for potential solutions • An analysis of the procurement direction that should be used to procure the solution SOW 2 — Phase 2 - Procurement SOW 2 -1 Compile Procurement Documents Page 21 of 29 Once the ILJAOC JPA Board has approved a direction, the Consultant Project Manager will compile a set of procurement specifications suitable for attachment to an RFP document that will be prepared by the ILJAOC or its designated agency (procurement entity). The Consultant Project Manager shall work with the procurement entity to form and finalize the RFP document. SOW 2-2 Support Procurement The Consultant Project Manager shall manage the overall procurement process in conjunction with the procurement entity. This work shall include electronic issuance of the RFP, response to vendor questions, creation and issuing of amendments to the RPP, and planning and conducting bidder meetings. SOW 2 -3 Evaluation The Consultant Project Manager shall conduct a formal paper review of all submissions and score the proposals for compliance to requirements, ability to address supplementary and alternative goals, and costs. Based on this initial evaluation, the Consultant Project Manager shall propose a short list of vendors to be further evaluated and called for demonstrations and /or confidential discussions with the Working Group and/or the JPA Board. The Consultant Project Manager shall facilitate any of these proceedings undertaken as part of the procurement, and implement and manage applicable scoring systems to be used during the sessions. SOW 2-4 Contracting Support ILJAOC and its contract management entity will lead the contract negotiations process. The Consultant Project Manager is expected to participate and advise ILJAOC during that process. SOW 2 -5 Deliverables This Phase will result in the following deliverables. The Procurement Documents will consist of: • Functional specifications for the solution • High level technical specifications • Project overview documents • Scope of work • Submission requirements • RFP submission forms • Evaluation and selection strategy The Evaluation Report will consist of: • A discussion of the selection and scoring methodology • Tabulated evaluation results • Solution/vendor selection recommendations SOW 3 — Future Phases The scope of future phases will clearly vary depending on the nature of the solution selected and the capabilities of the vendor(s) selected to implement that solution. Future phases will be contracted either by separate contractor via change order to this contract. SOW 3 -1 Project Management It is expected that the Consultant Project Manager will provide project management services during the implementation phase(s) of the project. SOW 3 -2 Vendor Management It is expected that the Consultant Project Manager will provide overall vendor and vendor contract management services, including review and approval of work and approval of invoices. SOW 4 — Approach Page 22 of 29 This section outlines the approach that the Consultant will take to accomplish the scope of work included in this contract. Assessment and Requirements Task 1.1: Inception To accomplish this task, the Deloitte Consulting Team will conduct the following activities: • Review available documentation regarding the integrated justice program to date • Meet with program leadership to gain initial insights, review the project approach and schedule and validate operating assumptions • Reach out to as many potential participating agencies as practical to solicit participation in the Working Group and to act as specific contacts for their agency. Activity Description 1.1.1 Refine and finalize As the start of any project it is important to meet to align expectations and project plan and review the approach and plan. Inevitably information comes out of this approach process and adds value to the early stages of the project and results in a more relevant and timely result. 1.1.2 Document processes and As the high level plan is refined processes such as communications and procedures reporting can be nailed down to support the overall plan. One of the key participants do some advance thinking about the things that a solution will components of this process will be to schedule key executive checkpoints have to provide to support their business requirements. and review sessions. 1.1.3 Form working group We have had good success in the past in working with a "Working Group" with a follow up conversation to confirm receipt and explain the significance that represents the participating agencies from the justice community. This and intent of the document. group serves as the first level reviewer of the work undertaken and more The first meeting of the working group will be used to review and validate importantly provides input to and shapes requirements and designs as they the discussion document and the format for the site visits and interviews. It are created. 1.1.4 Refresh contacts list While the Working Group will be the primary set of resources working on the project, all agencies will need a setoff resources assigned to provide specific input and approvals from time to time. An existing set of contacts exists from the COPLINK RMS Sharing project, however it does need to be refreshed for this new initiative. Task 1.1 - Inception Activities and Descriptions Task 1.2: Requirements Gathering To accomplish this task, the Deloitte Consulting Team will conduct the following activities: • Prepare and distribute information gathering discussion document • Conduct initial Working Group Session • Conduct a requirements gathering Working Group session Throughout the course of this task, the Team will require access to the ILJAOC project manager and his/her key staff to heln shame the materials used and the results obtained. Activity Description 1.2.1 Prepare Discussion The team will prepare and distribute a discussion document that outlines Document the types of information that each agency will need to provide on their existing systems and processes as well as pointers that will help project participants do some advance thinking about the things that a solution will have to provide to support their business requirements. 1.2.2 Distribute Discussion The discussion paper will be sent to all of the participating agencies along Paper with a follow up conversation to confirm receipt and explain the significance and intent of the document. 1.2.3 Working Group Session 1 The first meeting of the working group will be used to review and validate the discussion document and the format for the site visits and interviews. It Page 23 o£29 is expected that working group participants will have early suggestions on the types of solutions to be deployed and those suggestions will be synthesized into high level solution models that can be validated and explored during the site visits. Task 1.2 –Requirements Gathering Activities and Descriptions Task 1.3: Site Visits To accomplish this task, the Deloitte Consulting Team will conduct the following activities: • Obtain relevant technical information from tmldple sources • Work with various departmental personnel from various sites • Analyze and document Data from this task will be obtained from various sources currentl available to the de tlments and the County. Activity Description 1.3.1 Round 1 Visits Early in the project, the team will conduct site visits to 3 to 5 key agencies that are expected to be key to the initiative. It is expected that some of these agencies will be recipients such as the Court and the District Attorney while others will be key initiators of information such as the larger police departments. These Initial visits will help shape the initial working group session and subsequent site visits and interviews. 1.3.2 Round 2 Vlsits The primary set of site visits and interviews falls into round 2. At this point the working group has had an opportunity to discuss some of the initial findings with the project team and shape some of the interviewing that will follow. During these visits information will be collected on the systems in use at the various agencies as well as the business practices In use to compile reports and file cases with the DA the Court and other agencies. These interviews will be kept open for participants to suggest additional requirements and applications for the a -filing solution. 1.3.3 Round 3 Visits The third and final round of site visits will serve 2 functions. It will likely be used to tolled information from "straggler agencies" that cannot be captured In the first two rounds and will also be used to go back to key agencies and follow up on questions that are coming out of the requirements compilation process or work with the working group. This round of visits should serve to refine the requirements for use in later stages of the project. 1.3.4 Working Group Session 2 This working group session Is the key checkpoint for the information being gathered. It occurs after ail the round 2 interviews are conducted and will be used to validate Information and process some of the preliminary theories being developed by the team. It is expected that significant refinement of the requirements will flow from this workshop but that some additional questions will also be raised. Those questions shall be explored in the third round of site visits and follow up telephone interviews. Task 1.3 – Site Visit Activities and Descriptions Task 1.4: Requirements Documentation & Validation To accomplish this task, the Deloitte Consulting Team will conduct tile following activities: • Compile a set of business and technical requirements for the initiating and recipient agencies • Identify possible solution to address e- filing system requirements • Analyze and document Throughout the course of this task, the beam will work with the 1 W AOC departments as needed to obtain more complete information. 1.4.1 Compile Requirements Based on the rounds of site visits with the initiating and recipient agencies, the Document project team will compile the set of business process and technical requirements for the case filing system. This will include a structure compilation of appropriate requirements from the participating agencies, a categorization of them as to their level of criticality, and an Identification of requirements which may result in _ — Task 1.4 — Requirements Document and Validation and Descriptions Procurement Task 2.1: Procurement Document Preparation To accomplish this task, the Deloitte Consulting Team will conduct the following activities: • Compile a set of procurement specifications for the pending R14P • Work with the procurement entity to form and finalize the RPP document Page 24 of 29 Throughout the course of this task, the Team will require significant participation by the leaders of the ILJAOC organization as well as significant access to the staff of the procurement entity that is serving ILJAOC (Assumed to be the City of Newport Beach). Activity issues and challenges. Standards such as Global Justice XML will be built into 2.1.1 Review Procurement the requirements where appropriate, but no preconceived technical solution will Approach be defined at this point in the project. 1.4.2 Review with Working Meet with the Working Group to review the accuracy of the requirements Group document and collect Input for how to shape the requirements prior to 2.1.2 Compile Specifications finalization. 1.4.3 Finalize and Publish The project team will finalize the requirements document and publish the final version. 1.4.4 Solutions Analysis Once the business and technical requirements are developed and finalized, the Specifications project team will explore potential technical solutions to meet the requirements. Solutions are just theoretical at this point but must be developed in order to compile realistic cost estimates. High -level descriptions of the alternative 2.1.4 Assemble RFP solutions which may address the system requirements (along with preliminary cost estimates) will be prepared for discussion by the working group and steering committee. 1.4.5 Compile Solutions Once the analysis of the options is completed, the project team will compile the Options / Approach solutions options document for review. 1.4.6 Review with Working Meet with the Working Group to review the feasibility and/or appropriateness of Group the solutions alternatives and discuss the kinds of technologies that could be utilized. 1.4.7 Finalize and Publish The project team will finalize the requirements and solutions options documentation and utilize for the procurement phase. Task 1.4 — Requirements Document and Validation and Descriptions Procurement Task 2.1: Procurement Document Preparation To accomplish this task, the Deloitte Consulting Team will conduct the following activities: • Compile a set of procurement specifications for the pending R14P • Work with the procurement entity to form and finalize the RPP document Page 24 of 29 Throughout the course of this task, the Team will require significant participation by the leaders of the ILJAOC organization as well as significant access to the staff of the procurement entity that is serving ILJAOC (Assumed to be the City of Newport Beach). Activity Description 2.1.1 Review Procurement The project learn will review with the Working Group the various procurement Approach approaches available to provide the highest value, and most effective services. This will include assessing the complexity of the project, the capacity of the ILJAOC for project management, change management, and IT changes. 2.1.2 Compile Specifications The project team will compile the set of procurement specifications suitable for attachment to an RFP document that will be prepared by the ILJAOC or its designated procurement entity. 2.1.3 Review and Finalize The project team will review and work with the procurement entity to finalize the Specifications specifications and balance of the RFP documentation in accordance with the business process and system needs and requirements of the proposed electronic case filing solution. 2.1.4 Assemble RFP Provide assistance to the designated procurement entity as appropriate. This may include editing its context, management, and cost sections and further developing its statement of work, as well as providing the functional specifications for the solution and the high level technical specifications. 2.1.5 Issue RFP Provide assistance to the designated procurement entity as appropriate. Task 2.1— Compile Procurement Documents Activities and Descriptions • 0 Page 25 of 29 Task 2.2: Procurement Support To accomplish this task, the Deloitte Consulting Team will conduct the following activities: • Oversee the procurement process in conjunction with die procurement entity • Respond to questions from vendors as they are submitted • planning and execution of a bidders meeting on behalf of IIJAOC Throughout the course of this task, the Team will require access to the procurement entity as well as leadership of IUAOC. Activity Description 2.2.1 Submission Period The project team will be available to provide answers to questions (which vendors will submit by a defined date), creating and issuing amendments and addendums, and planning for the pre- proposal conference. 2.2.2 Bidders Meeting We will plan and facilitate a pre - proposal conference or bidders meeting where 2.3.2 Demonstrations a summary of the project will be presented and staff will be available to respond to vendor questions, Task 2.2— Procurement Support Activities and Descriptions Task 23: Evaluation To accomplish this task, the Deloitte Consulting Team will conduct the following activities: • Conduct a formal hard -copy review of all submissions and check for minimum proposal requirements (administrative) • Complete a quantitative scoring of the technical and functional requirements to serve as an initial evaluation • Develop a short list of vendors to be further evaluated for possible demonstrations and confidential discussions with the kVorking Group and the JPA Board • Facilitate vendor demonstrations or confidential discussions and administer a scoring and evaluation process associated with the sessions. • Facilitate the meetings, interviews, and other proceedings associated with the procurement Throughout the course of this task, the Team will require significant participation of members of the working group and 1LJA0C board to serve as part of the evaluation and to participate in vendor demonstrations. performing the current workload. Activity Description MM 2.3.1 Preliminary Evaluation Following submission, the proposals will be screened for mandatory elements by the project team. Compliant proposals will be further scored for their technical solutions and costs and a short list The qualified proposals should be distributed to the evaluation team for individual review and further selection. ' 2.3.2 Demonstrations If required, the project team will facilitate vendor demonstrations or confidential discussions to provide direct observation of the proposed solutions. Depending on the types of solutions offered, demonstrations may not be practical. However, confidential discussions with the vendors may provide significant additional insight into their capabilities and the feasibility of the solutions. 2.3.3 Compile Evaluation The weighting of the proposals will be reviewed to ensure that the scoring will Report result In selection of a vendor based upon the 1LJAOC preferred decision criteria. We will help develop evaluation aidsltools to assist evaluators in recording their scares and comments. Reference questionnaires will be prepared and reviewed to aid in the reference - checking process. Overall, the Evaluation Report will include a discussion of the selection and scoring methodology, tabulated evaluation results, and solution/vendor- selection recommendations. 2.3.4 Negotiation Support Once a vendor is selected, the consultant project manager will participate in and advise the ILJAOC and its contract management entity during the contract negotiations. Task 2.3 — Evaluation Activities and Descriptions 0 0 SOW S — Staffing Page 26 of 29 This section outlines the approach that the Consultant will take to accomplish the scope of work included in this contract. SOW 5 -1 Staff Assignments Stephen Lee ( Deloitte Consulting's Project Manager) will lead the key workshops outlined in the statement of work. SOW 6 — Schedule and Performance This section outlines the approach that the Consultant will take to accomplish the scope of work included in this contract. SOW 6-1 Schedule The project will be managed to the following schedule. ILIAOC, Deloitte Consulting and the City of Santa Ana will work to make decisions and take actions to keep the project tracking to schedule. mm m mmmmmmm mmmmmmm mmmmmmm mmmmmmm mmmmmmm mmmmmmm mmmmmmm mmmmmmm mmmmmmmmmmmmmmmm mmmmmmmmmmmmmmmm 0 0 Page 28 of 29 ATTACHMENT "B" PAYMENT SCHEDULE Electronic Piling Initiative The following table provides the cost per the Phase I and Phase II deliverables, which is all - inclusive of travel, living, and incidental expenses: Phase 1. Assessment and Requirements Deliverable Requirements Document Cost $75,000 Solutions Analysis $75,000 II. Procurement Procurement Specifications $75,000 Proposal Submission $50,000 Evaluation Report $35,000 Phase I and It Total Project Cost $310,000 0 0 Page 29 of 29 ATTACHMENT "C" PARTICIPATING AGENCIES AND SITES Electronic Filing Initiative The Following agencies and their primary location of operations make up the current understanding of the participating agencies and sites. Agency Name Expected to be Originating Destination or Both Orange County Superior Court Both Orange County District Attorney Both Orange County Probation Department Both Orange County Public Defender Destination Anaheim Police Department Originating Brea Police Department Originating Buena Park Police Department Originating Costa Mesa Police Department Originating Cypress Police Department Originating Fountain Valley Police Department Originating Fullerton Police Department Originating Garden. Grove Police Department Originating Huntin on Beach Police De artment Originating Irvine Police Department Originating Laguna Beach Police Department Originating La Habra Police Department Originating La Palma Police Department Originating Los Alamitos Police Department Originating Newport Police Department Originating Orange Police Department Originating Placentia Police Department Originating Santa Ana Police Department Originating Seal Beach Police Department Originating Tustin Police Department Originating UC Irvine Police Department Originating Westminster Police Department Ori inatin > Orange County Sheriff's Department Originating I v • • CITY OF NEWPORT BEACH CITY COUNCIL STAFF REPORT Agenda Item No. 9 March 27, 2007 0ATO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Police Department Bob McDonell, CHIEF OF POLICE, 644 -3701, bmcdoneli @nbpd.org SUBJECT: Electronic Case Filing Initiative —Contract Award Accept the recommendation of the Integrated Law & Justice Agency for Orange County_ ( ILJAOC) and award the attached contract to Deloitte Consulting in an amount not to exceed $310,000 to complete the work specified in a Request for Proposal (RFP) to develop the requirements for an Electronic. Case Filing Project, and to assist in the procurement process for the identified solution. The proposed contract will be entirely funded by grants administered by the City of Newport Beach on the Agency's behalf. 2. Authorize the City Manager to execute the attached contract, which has been approved by the Agency s Legal Counsel and the Newport Beach City Attorneys Office. BACKGROUND: The City of Newport Beach is the administrative recipient for several grants involving the projects coordinated by the ILJAOC Joint Powers Authority (JPA) and the Steering Committee governing the project prior to the existence of the now formal JPA. Due to the complexity of transferring Federal grant dollars once they have been allocated and partially spent, it was deemed more efficient to continue the present administrative arrangement until the funds are exhausted. One of the identified Integrated Law & Justice Strategic Plan Initiatives has been to develop an Electronic Case Filing Project to facilitate the electronic transfer of documents into the District Attorney's Office and the Court, with the capability to provide electronic legal discovery as a by- product of that effort. The ILJAOC Board approved the RFP for that project at their meeting on October 19, 2006, and it was sent to numerous consulting firms. A bidders meeting was held on November 20, 2006, to answer any questions of • those interested in the project. Bids were required to be submitted by December 11, 2006. • Electronic Case Filingktiative — Contract Award March 27, 2007 Page 2 Several members of the Board were asked to participate or provide a member of their staff to participate in a review panel to interview the top firms responding to the RFP. The review panel was comprised of the following: • Bob McDonell, Chairman of the ILJAOC JPA Board • Paul Walters, Santa Ana Chief of Police • Scott Jordan, Tustin Chief of Police • Tim O'Donnell, Brea City Manager • Jim Tanizaki, Senior Assistant District Attorney, County of Orange • Stuart Marsh, Technical Architect for the Superior Court, County of Orange The following firms ultimately submitted bids: COMPANY PHASE 1 PHASE 2 TOTAL Gartner $260,000 $304,000 $564,000 SoftMaster $185,188. $204,680 $389,868 Deloitte $150,000 $160,000 $310,000 MTG $130,000 $120,000' $250,000", 'Revised from $90,000 in a letter dated January 24"' based upon a greater understanding of the requirements gained in final consultant review panel interviews on 1- 18 -07. "Revised from $220,000 in the same letter as noted above. The firms with the three lowest bids were asked to meet with representatives of the ILJAOC Board serving as a review panel to discuss their proposal in more detail. During one of the interviews (with MTG), the consultant firm felt it necessary to revise their bid price for Phase 2 upwards now that they had a greater understanding of the expectations of their performance during that phase of the project. Those revised costs are reflected above. As a result of the interviews of the various consultant project teams, it was the unanimous opinion of the review panel that Deloitte Consulting possessed the best understanding of the Electronic Case Filing Initiative project goals and objectives. The recommendation that.they were the most qualified to proceed with this particular Initiative was also based upon their other satisfactory work for the ILJAOC and their established credibility with those involved in related projects in the member agencies to date. On March 5, 2007, the ILJAOC JPA Governing Board voted unanimously to recommend approval of the contract award to Deloitte Consulting by the Newport Beach City Council. r� f. J • • • Electronic Case Filing leative — Contract Award March 27, 2007 Page 3 • CONCLUSION: While not the lowest bidder on the RFP, Deloitte Consulting was competitive and the next lowest in the resulting bids. It was the unanimous opinion of the review panel that their overall expertise in Orange County and their corporate depth to draw upon other skills as necessary made them uniquely qualified to perform on this project when compared to the other firms. Bob McDonell CHIEF OF POLICE Attachment: Consulting Contract and Scope of Work n 0 0 Page 1 of 29 AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND DELOITTE CONSULTING LLP TO DEVELOP AN ELECTRONIC FILING INITIATIVE FOR THE INTEGRATED LAW AND JUSTICE AGENCY OF ORANGE COUNTY is THIS CONTRACT is made and entered into this _ day of 2007 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 was 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 was 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 III Steering Committee, chaired by Chief of Police Bob McDonell of Newport Beach. A Strategic Plan for implementation of the ILJ Project phases was 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. On March 23, 2004 The City of Newport Beach and Deloitte Consulting LLP entered into an agreement, which has been completed, to develop an implementation plan for phase 3 of the Integrated Law and Justice project. Phase 3 of the ILJ project involved the development of a pilot project to share information among selected Orange County Criminal Justice Agencies. F. In June of 2006, the core agencies of the Orange County Integrated Law and Justice Project approved the formation of a new joint powers authority, known as the Integrated Law and Justice Agency of Orange County (I JAOC). The ILJAOC is chaired by Chief of Police Bob McDonell of Newport Beach. This new entity is now moving forward with the integrated justice program. G. The electronic filing initiative involves the development of a system that allows all law enforcement • agencies operating in orange county to electronically file their complaint and case documents with the district attorney and superior court, and; share all or parts of those documents with those agencies who have a legal right and need to receive the information. The City and the ILIAOC desire to have DC assist them in obtaining a vendor to design and implement the electronic filing project. City • . Page 2 of 29 desires to hire DC to prepare a request for proposal (RFP) and technical specifications for the design and implementation of the electronic filing project and to assist City and ILJAOC in evaluating the • proposals received. The services to be provided by DC under this contract are described in the scope of work attached hereto as attachment A. The total cost payable to DC to complete this work is Three Hundred Ten Thousand Dollars ($310,000.00). 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: 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: Ws CONTRACT and its attachments, when accepted by CITY and DC in writing, contains the entire ONTRACT 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 CTTY 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 CTfY 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: AMITY reserves the right to refuse any Deliverables (as defined in Section 14 of the Specific Terms and nditions 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 attached hereto as Attachment A (hereinafter referred to as the "Scope of • Page 3 of 29 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 (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 HVIPI IED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. H. Patent/Comight 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 Page 4 of 29 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 Aght to (x) procure for CITY the continued use of such Deliverable, (y) replace such Deliverable with non- g work product, or (z) modify such Deliverable so it becomes.non•infringing; provided that, if (y) or (z) is the option chosen by DC, the replacement or modified Deliverable is capable of performing the same function. The foregoing provisions of this paragraph constitute the sole and exclusive remedy of the indemnified parties, and the sole and exclusive obligation of DC, relating to a claim that a Deliverable infringes or violates any patent, intellectual property right or trade secret right of a third party. I. Assignment or Sub - Contracting: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this CONTRACT nor any portion thereof may be assigned or sub - contracted by DC without the express written consent of CITY. Any attempt by DC to assign or sub- CONTRACT the performance or any portion thereof of this CONTRACT without the express written consent of CITY shall be invalid and shall constitute a breach of this CONTRACT. Notwithstanding the foregoing (i) DC may, upon notice, assign personnel of its affiliates to provide the Services in lieu of or in addition to its own personnel; provided, however, that DC 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: �the performance of this CONTRACT, DC agrees that it will comply with the applicable requirements of tion 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. IL Termination: In addition to any other remedies or rights it may have by law and those set forth in this CONTRACT, either parry 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 Wver or consent shall be in writing and signed by the party claimed to have waived or consented. Any sent 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. 0 M. Remedies Not Exclusive: `J Page 5 of 29 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. 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, mabhmery, equipment, materials, and supplies necessary therefore, except as otherwise specified in the Scope of Work attached hereto as Attachment A 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. Indemnirication/Insurance: (i) Indemnification DC agrees to indemnify, defend with counsel approved in writing by MY, 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 INDEMNITMS, 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 • • Page 6 of 29 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 Aftdemnified party as to any settlement of such claim unless such settlement absolves the indemnified party of 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. (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 Ratine GuiderProperiy-Casualtv/United States or ambest.com shall be A- (Secure Best`s Rating) and VIII (Financial lt e 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 liability insurance required by this CONTRACT shall be at least $1,000,000 combined single limit per urrence. The minimum aggregate limit for the Commercial General Liability policy shall be $2,000,000. (c) Endorsements • • Page 7 of 29 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. 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 minimurn 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: • • Page 8 of 29 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, Qaccordance with the requirements of paragraph "P" above, DC will indemnify, defend, and hold CITY armless 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. 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 4Wdelay 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 stafl; 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 INDEWUMS 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: • • Page 9 of 29 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: 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 Wile 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 • • Page 10 of 29 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 Damaees 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, 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: OTY 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. DeFmitions• For the purposes of this CONTRACT, "DC" shall mean Deloitte Consulting LLP and its subsidiaries, successors and assigns. JJ. Survival: 0 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. \J • Page tl of 29 Specific Terms and Conditions 1. Term of Contract • This CONTRACT is for a period of 12 months. The term of this CONTRACT will commence on 2007, or upon execution of the necessary signatures, whichever occurs later, and continue for a period of 12 months from that date, unless terminated earlier by CITY in accordance with the provisions herein. 2. Scope of Contract This CONTRACT specifies the contractual terms and conditions by which the CITY will procure and receive services from DC. The services to be provided are set forth in the Scope of Work attached hereto as Attachment A. 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 Apuropriations. 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 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. Reportinp 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 • . Page 12 of 29 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. Protect Manager, CITY The CITY shall appoint a Project Manager to act as liaison between the CITY and DC during the term of this CONTRACT. The CITY's Project Manager shall coordinate the activities of the CITY staff assigned to work with DC. 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. Protect 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 Wagrees to give the CITY's Revenue Manager or the Revenue Manager's authorized representative. 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 0 0 Page 13 of 29 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 CTTY for any and all third party claims for damages brought against CTTY 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 $ 310,000.00 without additional written authorization from the CITY. 13. DATA —TETLE 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. OwNERSEap 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 firmished hereunder comprising the Deliverables (except for any DC Technology • • Page 14 of 29 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 Ifte Deliverables except in providing the Services hereunder. DC hereby grants to CITY, a non - exclusive, 'wFoyalty-free, worldwide, perpetual, nontransferable license to use, for the internal business purposes of CITY and participants in the M J 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 �nceming any and all matters referred to DC by the CITY shall be considered and kept confidential by DC d 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 terns 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 non - confidential 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 Continent 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, epting bona fide employees or bona fide established commercial or selling agencies maintained by DC the purpose of securing business. Page 15 of 29 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 16 of 29 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: �. 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 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 0 e 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 cored to be given hereunder shall be in writing, except through the course of the parties' project pagers' 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 lil Page 17 of 29 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 870 Santa Barbara Newport Beach, CA 92660 ATTN: Captain Mike Hyams 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 fast 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 0 0 Page 18 of 29 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 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. PROVED AS TO FORM: . Robin Clauson, City Attorney for the City of Newport Beach ATTEST: By: LaVonne Harkless Principal CITY OF NEWPORT BEACH, A Municipal Corporation By: Homer Bludau, City Manager CONSULTANT: Deloitte Consulting LLP By: Name: City Clerk Attachments: Attachment A -Scope of Work • Attachment B — Payment Schedule Attachment C — Participating Agencies and Sites F:lusersl cat lshane11AG1DeloitteConsultingLLP 0 ATTACHMENT "A" SCOPE OF WORK Electronic Filing Initiative E Page 19 of 29 SOW — Scope of Work - Electronic Filing Initiative This section outlines the services, equipment, software, and tools to be provided by the Consultant in the execution of the contract. SOW 0 — General The general requirements are applicable to all phases of the project. SOW 0-1 Location of Work The primary work location shall be in facilities provided by the Integrated Law & Justice Agency of Orange County, in the State of California All meetings and workshops shall be completed in those facilities. The vendor can complete much of the offline analysis and document preparation work in their own facilities. However, all meetings, workshops, and project management meetings shall occur at the primary work location. SOW 0- 2 ILJAOC Project Manager The ILJAOC will designate a project manager. This individual will be the primary point of contact for the consultant and will be responsible for coordinating the participation of agency personnel and review and approval of consultant deliverables. U SOW 0-3 Vendor Project Manager The vendor shall assign a Consultant Project Manager to this project. The Consultant Project Manager will be the single • point of contact responsible for all work undertaken by the vendor. The Consultant Project Manager shall be on site in Orange County as needed through the duration of the project During implementation and up to provisional acceptance, the Consultant Project Manager must be on site in Orange County at least four days out of every two weeks unless agreed to by the ILJAOC Project Manager. At no time during the project shall the Consultant Project Manager be on site less than two days in a calendar month. These requirements are applicable to both Phase 1 and Phase 2. SOW 0-4 Project Management The Consultant Project Manager shall maintain a detailed schedule of activities for his/her team and update the schedule on at least a bi- weekly basis for the duration of the project. The updated schedule shall be reported, along with progress reports, to the ILJAOC Project Manager on a regular basis. Progress reports shall be issued on at least a bi- weekly basis, and shall include a table listing all delivery milestones, along with the originally scheduled date, the current target date, and the member of changes to the date. SOW 0-5 Executive Meetings The Consultant Project Manager shall be prepared to present an update of the project, including key interim results, issues, and general status at JPA Board meetings once per month. The Consultant Project Manager should plan to attend these meetings and present in person, unless extenuating circumstances prohibit his/her attendance. Participation by the DA's Staff will be essential during the project review process. SOW 0 -6 Inception For each phase of the project, the Consultant Project Manager shall meet with the ILJAOC Project Manager as often as necessary during the initial three weeks of the project in order to finalize the project plan, schedule initial meetings and workshops, and agree and document project processes, procedures, and reporting systems. For costing purposes, the Consultant Project Manager should expect to meet on site at least three days per week during this period. SOW 0 -7 Deliverables • Deliverables will primarily be exchanged electronically between participants. The vendor shall be responsible for the labor and cost associated with producing up to three bound hard copies and 10 copies on compact disc of each formal deliverable upon request of ILJAOC. Page 20 of 29 The content and text of all deliverables (excepting pre- existing intellectual property of the vendor) sball become the property of ILJAOC in accordance with Section 14, "Ownership of Documents" in the Specific Terms and Conditions above, upon acceptance of the deliverable. The Consultant Project Manager must provide ILJAOC with editable electronic source documents for all accepted deliverables. QOW 0 -8 Standards The participating agencies mandate that the consultant conform the design to industry standards wherever practical and appropriate. In particular, there is specific interest in having the solution adhere to the Global Justice XML standard. SOW 1— Phase 1 Assessment and Requirements The focus of Phase 1 of the project is the assessment of the operating environments of the participating agencies and the development of the requirements for the eventual solution. SOW 1 -1 Site Surveys Mail-out or electronic surveys are an unacceptable primary method for compiling agency information due to the difficulty of coordinating responses. The Consultant Project Manager may choose to supplement other information - gathering methods with a survey. In conjunction with the inception meetings, the Consultant Project Manager shall visit all sites included in the Phase and work with operational and technical personnel at that agency to gain an understanding of the business processes and technical systems likely to be impacted by the solution. SOW 14 Working Group The Consultant Project Manager shall work with IUAOC to form a working group of representatives from a cross - section of participating agencies, including those affected by the project who may not be formal members of the ILJAOC. The Consultant Project Manager shall meet with this group regularly to review findings and explore options and alternatives. �W 1 -3 Initiating Agency Requirements The Consultant Project Manager shall compile a set of business and technical requirements for each of the originating agencies participating in the project who will electronically file the case documents. SOW 14 Recipient Agency Requirements The Consultant Project Manager shall compile a set of business and technical requirements for each of the agencies participating in the project who will receive the filing documents. SOW 1 -5 Solutions Analysis Once the initial requirements are compiled, the Consultant Project Manager shall conduct a preliminary analysis of the kinds of solutions that could be utilized to address the requirements. The results of this analysis, along with recommendations for moving forward, shall be validated with the Working Group and then presented to the ILJAOC JPA Board. SOW 1 -6 Deliverables Two deliverables will be required from this Phase. The Requirements Document will consist of: • A structured compilation of all of the identified requirements from the participating agencies • An analysis of requirements which categorizes them as to their level of criticality • Identification of problematic requirements and a discussion of the implications The Solutions Analysis will consist of • A discussion of the kinds of technologies that could be used to address the requirements • Preliminary budgetary costing for potential solutions • An analysis of the procurement direction that should be used to procure the solution &W 2 — Phase 2 - Procurement SOW 2-1 Compile Procurement Documents a 0 Page 21 of 29 Once the ILJAOC JPA Board has approved a direction, the Consultant Project Manager will compile a set of procurement specifications suitable for attachment to an RFP document that will be prepared by the ILJAOC or its designated agency (procurement entity). The Consultant Project Manager shall work with the procurement entity to forts and finalize the RFP document. , SOW 2 -2 Support Procurement The Consultant Project Manager shall manage the overall procurement process in conjunction with the procurement entity. This work shall include electronic issuance of the RFP, response to vendor questions, creation and issuing of amendments to the RFP, and planning and conducting bidder meetings. SOW 2 -3 Evaluation The Consultant Project Manager shall conduct a formal paper review of all submissions and score the proposals for compliance to requirements, ability to address supplementary and alterative goals, and costs. Based on this initial evaluation, the Consultant Project Manager shall propose a short list of vendors to be further evaluated and called for demonstrations and/or confidential discussions with the Working Group and/or the JPA Board The Consultant Project Manager shall facilitate any of these proceedings undertaken as part of the procurement, and implement and manage applicable scoring systems to be used during the sessions. SOW 24 Contracting Support ILJAOC and its contract management entity will lead the contract negotiations process. The Consultant Project Manager is expected to participate and advise II.JAOC during that process. SOW 2 -5 Deliverables This Phase will result in the following deliverables. The Procurement Documents will consist of • Functional specifications for the solution. • High level technical specifications • Project overview documents • Scope of work • Submission requirements • RFP submission forms • Evaluation and selection strategy The Evaluation Report will consist of, • A discussion of the selection and scoring methodology • Tabulated evaluation results • Sohition/vendor selection recommendations SOW 3 — Future Phases The scope of future phases will clearly vary depending on the nature of the solution selected and the capabilities of the vendor(s) selected to implement that solution Future phases will be contracted either by separate contract or via change order to this contract. SOW 3 -1 Project Management It is expected that the Consultant Project Manager will provide project management services during the implementation phase(s) of the project. SOW 3 -2 Vendor Management It is expected that the Consultant Project Manager will provide overall vendor and vendor contract management services, including review and approval of work and approval of invoices. SOW 4 — Approach 0 Page 22 of 29 0section outlines the approach that the Consultant will take to accomplish the scope of work included in this o ntract. Assessment and Requirements Task 1.1: Inception To accomplish this task, the Deloitte Consulting Team will conduct the following activities: • Review available documentation regarding the integrated justice program to date • Meet with program leadership to gain initial insights, review the project approach and schedule and validate operating assumptions Reach out to as ma typotential participating agencies as practical to solicit participation in the Working Group and to act as specific contacts for their agency. Activity Description 1.1.1 Refine and finalize As the start of any project it is important to meet to align expectations and project plan and review the approach and plan. Inevitably information comes out of this approach process and adds value to the early stages of the project and results in a more relevant and timely result. 1.1.2 Document processes and As the high level plan is refined processes such as communications and procedures reporting can be nailed down to support the overall plan. One of the key components of this process will be to schedule key executive checkpoints 1.2.3 Working Group Session 1 and review sessions. 1.1.3 Form working group We have had good success in the past in working with a "Working Group" that represents the participating agencies from the justice community. This group serves as the first level reviewer of the work undertaken and more importantly provides input to and shapes requirements and designs as they are created. 1.1.4 Refresh contacts list While the Working Group will be the primary set of resources working on the project, all agencies will need a setoff resources assigned to provide specific input and approvals from time to time. An existing set of contacts exists from the COPLINK RbtS Sharing project; however it does need to be refreshed for this new initiative. Task 1.1- Inception Activities and Descripdons Task 1.2: Requirements Gathering To accorr phsh this task, the Deloitte Consulting Team will conduct the following activities: Prepare and distribute information gathering discussion document Conduct initial Working Group Session Conduct a requirements gathering Working Group session Throughout the course of this task, the Team will require access to the IUAOC project manager and his/her key staff IM used and the 1.2.1 Prepare Discussion The team will prepare and distribute a discussion document that outlines Document the types of information that each agency will need to provide on their existing systems and processes as well as pointers that will help project participants do some advance thinking about the things that a solution will have to provide to support their business requirements. 2.2 Distribute Discussion The discussion paper will be sent to all of the participating agencies along Paper with a follow up conversation to confirm receipt and explain the significance and intent of the. document. 1.2.3 Working Group Session 1 The first meeting of the working group will be used to review and validate the discussion document and the format for the site visits and interviews. It 0 0 is expected that working group participants will have early suggestions on the types of solutions to be deployed and those suggestions will be synthesized into high level solution models that can be validated and explored during the site visits. Task 1.2— Requirements Gathering Activities and Descriptions Task 13: Site Visits To accomplish this task, the Deloitte Consulting Team will conduct the following activities: • Obtain relevant technical information from multiple sources • Work with various departmental personnel from various sites Anaiyce and document Page 23 of 29 Data from this task will be obtained from various sources cun-entiv available to the Leqlaiiiots and the County.. Activity Description 1.3.1 Round 1 Visits Early in the project, the team will conduct site visits to 3 to 5 key agencies that are expected to be key to the initiative. It is expected that some of these agencies will be recipients such as the Court and the District Attorney white others will be key initiators of information such as the larger police departments. These initial visits will help shape the initial working group session and subsequent site - visits and interviews. 1.3.2 Round 2 Visits The primary set of site visits and interviews falls Into round 2. At this point the working group has had an opportunity to discuss some of the initial findings with the project team and shape some of the interviewing that will follow. During these visits information will be collected on the systems in use at the various agencies as well as the business practices In use to compile reports and file cases with the.DA the Court and other agencies. These interviews will be kept open for participants to suggest additional requirements and applications for the a -filing solution. 1.3.3 Round 3 Visits The third and final round of site visits will serve 2 functions. It will likely be used to collect information from 'straggler agencies' that cannot be captured in the first two rounds and will also be used to go back to key agencies and follow up on questions that are coming out of the requirements compilation process or work with the working group. This round of visits should serve to refine the requirements for use in later stages of the project 1.3.4 Working Group Session 2 This working group session is the key checkpoint for the information being gathered. It occurs after all the round 2 Interviews are conducted and will be used to validate information and process some of the preliminary theories being developed by the team. It is expected that significant refinement of the requirements will flow from this workshop but that some additional questions will also be raised. Those questions shall be explored in the third round of site visits and follow up telephone Interviews. Task 1.3 — Site Visit Activities and Descriptions Task IA; Requirements Documentation & Validation To accomplish this task, the Deloitte Consulting Team will conduct the following activities: • Compile a set of business and technical requirements for the initiating and recipient agencies • Idenlypossrble solution to address e- filing system requirements • Analyze and document Throughout the course of this task, the team will work with the lUAOC departments as needed to obtain more 1.41 Compile Requirements Based on the rounds of site visits with the initiating and recipient agencies, the Docurr project team will compile the set of business process and technical requirements for the case filing system. This will include a structure compilation of appropriate requirements from the participating agencies, a categorization of them as to their • • r� LJ • • Page 24 of 29 Task 1.4 — Requirements Document and Validation and Descriptions Procurement Task 2.1: Procurement Document Preparation To accomplish this task, the Deloitte Consulting Team will conduct the following activities: • Compile a set of procurement specifications for the pending RFP qL• Work with the procurement entity to form and finalize the RFP document ughourt the course of this task, the Team will require significant participation by the leaders of the nJAOC organization as well as significant access to the staff of the procurement entity that is serving i JAOC (Assumed to be the Ci ty ofNe ort Beach).. Activity issues and challenges. Standards such as Global Justice XML will be built into 2.1.1 Review Procurement the requirements where appropriate, but no preconceived technical solution will Approach be defined at this point in the project. 1 A.2 Review with Working Meet with the Working Group to review the accuracy of the requirements Group document and collect input for how to shape the requirements prior to 2.1.2 Compile Specifications finalization. 1A.3 Finalize and Publish The project team will finalize the requirements document and publish the final version. 1.4.4 Solutions Analysis Once the business and technical requirements are developed and finalized, the Specifications project team will explore potential technical solutions to meet the requirements. Solutions are just theoretical at this point but must be developed in order to compile realistic cost estimates. High -level descriptions of the alternative 2.1 A Assemble RFP solutions which may address the system requirements (along with preliminary cost estimates) will be prepared for discussion by the working group and steering committee. 1.4.5 Compile Solutions Once the analysis of the options is completed, the project team will compile the Options 1 Approach solutions options document for review. 1.4.6 Review with Working Meet with the Working Group to review the feasibility andlor appropriateness of Group the solutions alternatives and discuss the kinds of technologies that could be utilized. 1.4.7 Finalize and Publish The project team will finalize the requirements and solutions options documentation and utilize for the procurement phase. Task 1.4 — Requirements Document and Validation and Descriptions Procurement Task 2.1: Procurement Document Preparation To accomplish this task, the Deloitte Consulting Team will conduct the following activities: • Compile a set of procurement specifications for the pending RFP qL• Work with the procurement entity to form and finalize the RFP document ughourt the course of this task, the Team will require significant participation by the leaders of the nJAOC organization as well as significant access to the staff of the procurement entity that is serving i JAOC (Assumed to be the Ci ty ofNe ort Beach).. Activity Description 2.1.1 Review Procurement The project team will review with the Working Group the various procurement Approach approaches available to provide the highest value, and most effective services. This will Include assessing the complexity of the project, the capacity of the ILJAOC for project management, change management, and IT changes. 2.1.2 Compile Specifications The project team will compile the set of procurement specifications suitable for attachment to an RFP document that will be prepared by the ILJAOC or Its designated procurement entity. 2.1.3 Review and Finalize The project team will review and work with the procurement entity to finalize the Specifications specifications and balance of the RFP documentation in accordance with the business process and system needs and requirements of the proposed electronic case filing solution. 2.1 A Assemble RFP Provide assistance to the designated procurement entity as appropriate. This may include editing Its context, management, and cost sections and further developing its statement of work, as well as providing the functional specifications for the solution and the high level technical specifications. 2.1.5 Issue RFP Provide assistance to the designated procurement entity as appropriate. Task 2. f —Compile Procurement Documents Activities and Descriptions • • Page 25 of 29 Task 2.2: Procurement Support To accomplish this task, the Deloitte Consulting Team will conduct the following activities: • Oversee the procurement process in conjunction with the procurement entity • Respond to questions from vendors as they are submitted • • Planning and execution of a bidders meeting on behalf of ILJAOC Throughout the course of this task, the Team will require access to the procurement entity as well as leadership of I JAOC_ Task 22 — Procurement Support Activities and Desc►lptidas Task 2.3: Evaluation To accomplish this task, the Deloitte Consulting Team will conduct the following activities: • Conduct a formal hard - copyreview of all submissions and check for minimum proposal requirements (administrative) • Complete a quantitative scoring of the technical and functional requirements to serve as an initial evaluation • Develop a short list of vendors to be further evaluated for possible demonstrations and confidential discussions with the Working Group and the JPA Board • Facilitate vendor demonstrations or confidential discussions and administer a scoring and evaluation process associated with the sessions. • Facilitate the meetings, interviews, and other proceedings associated with the procurement Throughout the course of this task, the Team will require significant participation of members of the working group, and IUAOC board to serve as part of the evaluation and to participate in vendor demonstrations. performing the current workload. Following submission, the proposals will be screened for mandatory elements 2.2.1 Submission Period The project team will be available to provide answers to questions (which by the project team. Compliant proposals will be further scored for their vendors will submit by a defined date), creating and issuing amendments and technical solutions and costs and a short list The qualified proposals should be addendums, and planning for the pre - proposal conference. 2.2.2 Bidders Meeting We will plan and facilitate a pre - proposal conference or bidders meeting where If required, the project team will facilitate vendor demonstrations or confidential a summary of the project will be presented and staff will be available to respond discussions to provide direct observation of the proposed solutions. to vendor questions. Task 22 — Procurement Support Activities and Desc►lptidas Task 2.3: Evaluation To accomplish this task, the Deloitte Consulting Team will conduct the following activities: • Conduct a formal hard - copyreview of all submissions and check for minimum proposal requirements (administrative) • Complete a quantitative scoring of the technical and functional requirements to serve as an initial evaluation • Develop a short list of vendors to be further evaluated for possible demonstrations and confidential discussions with the Working Group and the JPA Board • Facilitate vendor demonstrations or confidential discussions and administer a scoring and evaluation process associated with the sessions. • Facilitate the meetings, interviews, and other proceedings associated with the procurement Throughout the course of this task, the Team will require significant participation of members of the working group, and IUAOC board to serve as part of the evaluation and to participate in vendor demonstrations. performing the current workload. Task 23 — Evaluation AcWties and Descriptions • • Following submission, the proposals will be screened for mandatory elements 2.3.1 Preliminary Evaluation by the project team. Compliant proposals will be further scored for their technical solutions and costs and a short list The qualified proposals should be distributed to the evaluation team for individual review and further selection. 2.3.2 Demonstrations If required, the project team will facilitate vendor demonstrations or confidential discussions to provide direct observation of the proposed solutions. Depending on the types of solutions offered, demonstrations may not be practical. However, confidential discussions with the vendors may provide significant additional insight into their capabilities and the feasibility of the solutions. 2.3.3 Compile Evaluation The weighUM of the proposals will be reviewed to ensure that the scoring will Report result in selection of a vendor based upon the I WAOC preferred decision criteria. We will help develop evaluation aids/tads to assist evaluators In recording their scores and comments. Reference questionnaires will be prepared and reviewed to aid In the referencecheddng process. Overall, the Evaluation Report will include a discussion of the selection and scoring methodology, tabulated evaluation results, and solution/vendor- selection recommendations. 2.3.4 Negotiation Support Once a vendor is selected, the consultant project manager will participate in and advise the ILJAOC and its contract management entity during the contract negotiations. Task 23 — Evaluation AcWties and Descriptions • • Page 26 of 29 •OW 5 — Staffing This section outlines the approach that the Consultant will take to accomplish the scope of work included in this contract. SOW 5-1 Staff Assignments Stephen Lee ( Deloitte Consulting's Project Manager) will lead the key workshops outlined in the statement of work. SOW 6 — Schedule and Performance This section outlines the approach that the Consultant will take to accomplish the scope of work included in this contract. SOW 6-1 Schedule The project will be managed to the following schedule. ILJAOC, Deloitte Consulting and the City of Santa Ana will work to make decisions and take actions to keep the project tracking to schedule. 11 moommmsammomlmo ©ammdoos�mm ©mm ii iiiii iiii iiiii i i!: mm iiii iiiiiiiiiiiiiiiii ii iiiii iiiiii iiiiiiiiiii i mm iii iiiiiii iiiiiiiii ii i i ii iiiiiiiii iiiiii iiiiiiii ii iiiiiiiiiiiiiiiiiiiiiii iiii ;',. aiiii iiiiiiiiiii iiiii iii i iiii iiiiiiii iiiiiiiii iiii iiii ii iiii iiii iiiiiiii iii iiiii iiiiii iiiiiiiiiiiiiiiiiii iiiii iiiiii =i iiii iiiii iiii iiiiiii i iiiiii iiiiii iiiiiii iiiiii iiiiiii iiiiiiii iiiiii iiii i iii iiii iii iiiiiiiii iiiii iiiii iii i. - ii ii i ii i i i iiii iiiii iiii iiiiii iiiiii ii ii i i i ii i i i ii iiii iii iiiiiiii iiiiiii iiii i i iiiiii iiiii i iiiiii iiiiii iiiii i iiiiii iiiiii iiiiii iiiiii iiiiii mmmmmmiiiil iiiii iii it iiiiiiiiiii iii iiii iiii i iiiiii i i ii i iiiiiiiii i iiiiiiiiiii iiiiiiiiiii ■ i i 0 ATTACIIMEW `B" PAYMENT SCHEDULE Electronic Filing Initiative • Page 28 of 29 The following table provides the cost per the Phase I and Phase 11 deliverables, which is all - inclusive of travel, living, and incidental expenses: Phase I. Assessment and Requirements Deliverable Requirements Document Solutions Analysis $75,000 $75,000 11. Procurement Procurement Spec cations Proposal Submission Evaluation Report $75,000 $50,000 $35,000 Phase I and 11 Total Project Cost $310,000 • 11 Page 29 of 29 ATTACHMENT "C" PARTICIPATING AGENCIES AND SITES Electronic Filing Initiative The Following agencies and their primary location of operations make up the current understanding of the participating agencies and sites. Agency Name Expected to be Originating Destination or Both Orange County Superior Court Both Orange County District Attorney Both Orange County Proba 'on Department Both Orange County Public Defender Destination Anaheim Police Department Originating Brea Police Department . Originating Buena Park Police Department Originating Costa Mesa Police Department Originating Cypress Police Department Originating Fountain Valley Police Department Originating Fullerton'Pblice Department Originating Garden Grove Police Department Originating Huntington Beach Police Depariment Originating Irvine Police Department Originating Laguna Beach Police Department Ori ' atin La Habra Police Department Originating La Palma Police Department Originating Los Alamitos Police Department Originating Newport Police Department Originating Orange Police Department Ori ' atin Placentia Police Department Originating Santa Ana Police Department Originating Sea] Beach Police Department Ori ' tin Tustin Police Department Originating UC Irvine Police Department Orifemfing Westminster Police Department Originating Orange County Sheriff's Department Ori ating • • CITY OF NEWPORT BEACH LL.-'r� 9 5 2008 CITY COUNCIL STAFF REPORT �,ni rrr Agenda Item No. 8 November 25, 2008 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Police Department Tom Gazsi, Captain, (949) 644 3650, tgazsi @nbpd.org John Klein, Chief of Police, (949) 644 3701, jklein @nbpd.org SUBJECT: REJECTION OF BID AND AMENDMENT OF CONSULTING CONTRACT ON BEHALF OF THE INTEGRATED LAW AND JUSTICE AGENCY FOR ORANGE COUNTY (ILJAOC) — A JOINT POWERS AUTHORITY (JPA) RECOMMENDATION: 1. On behalf of the Members of the ILJAOC, reject the Unisys bid for an Electronic Filing System as unresponsive to the Request For Proposal (RFP). 2. Approve the modified Scope of Work and other terms in the attached Change Order submitted by Deloitte Consulting in the amount of $117,000, funded by COPS Technology Grant Funds, which are administered by the City of Newport Beach on behalf of the JPA. 3. Authorize the City Manager to execute any necessary contract amendment documents approved by the City Attorney that are consistent with the revised terms and conditions as outlined. 4. Revise the RFP and conduct another procurement process as detailed in the attached amended Scope of Work submitted by Deloitte Consulting. DISCUSSION: Background: On behalf of the ILJAOC, the City of Newport Beach continues to administer existing multi -year COPS Technology Grants on behalf of the Member Agencies of the ILJAOC. The City was the recipienttcustodian of those funds prior to the time when the ILJAOC was formed into a separate governmental entity. Transferring those one -time funds again was deemed impractical based upon the experience of those involved in moving them once before from the County of Orange to Newport Beach. Bid Rejection and Consulting Contract Amendment November 25, 2008 Page 2 of 4 By way of additional background, the City, on behalf of those Member Agencies of the JPA, has completed a competitive RFP /Bid process for an Electronic Filing System (EFS) for all criminal cases in the County of Orange. This process was guided by Deloitte Consulting after they prepared a comprehensive set of "Requirements Documents." The resulting procurement process ended with the receipt of only one proposal submitted by the Unisys Corporation, even though interest in the project, as evidenced by the turnout at the Bidders Conference, seemed reasonable. In summary, after an in -depth review process, it is the opinion of Deloitte, as well as the ILJAOC Bid Evaluation Team, which met to consider the content of the Unisys proposal, that Unisys was unresponsive to the RFP in the following important areas: • The lack of a front -end application in the proposal required that all parties would have to build custom interfaces in order to use it. • The proposed solution was quite generic and did not specifically address the business applications that ILJAOC is trying to address The Bid Evaluation Team and Consultant rated the proposal as follows: In addition to the above issues, the RFP evaluation process included several "gating criteria" upon which the response was further assessed. The results of that evaluation were as follows: Recommend Component Unisys Evaluation Pass /Fail E -Filing Functionality Offered a middleware -based solution. Pass Not offered. Solution would require Application for Creation of customization of all RMS /Reporting Filing Packages Systems to package filing documents. Fail Status Tracking Capability Not offered. Fail DA Requirements for Point -to- Point Offering Specifically declined to offer. Fail Centralized Citation System Advanced Public Safe AP5 offered. Pass Support for Integration of Existing and New Independent Unisys framework supports this Citation Systems functionality. Pass Solution for Phase I Specific applications not specifically Applications addressed Fail In addition to the above issues, the RFP evaluation process included several "gating criteria" upon which the response was further assessed. The results of that evaluation were as follows: Bid Rejection and Consulting Contract Amendment November 25, 2008 Page 3 of 4 Included in the RFP /Bid documents was the following statement: D. Right to Reject Proposals The City of Newport Beach and ILJAOC reserve the right to waive, at its discretion, any irregularity or informality which the City and /or 1LJAOC deems correctable or otherwise not warranting rejection of the RFP. The City and/or ILJAOC reserves the right to reject any and all proposals and to accept any proposal or portion thereof. No obligation, either expressed or implied, exists on the part of the City of Newport Beach or ILJAOC to make an award or to pay any costs incurred in the preparation or submission of a proposal. All costs associated with the preparation or submission of proposals covered by this RFP are solely the responsibility of the Bidders. As a result of the comprehensive review of the proposal, the City should reject the Bid on behalf of the ILJAOC Members and notify the Unisys Corporation of the action. The recommendation for rejection was formally requested in a separate action at the monthly, public meeting of the ILJAOC JPA Governing Board held on October 27, 2008, in the Auditorium at the Newport Beach Police Department. All of the Member Agencies of the JPA involved in this procurement process were very disappointed with the lack of qualified responses to the RFP. They continue to believe that the vision for the project is a correct one, given the right vendor to implement that vision. Unfortunately, to essentially refine and /or redo the process will require additional consulting assistance and therefore funding. As a result, Deloitte Consulting was requested to submit a proposed Change Order that could serve as an amended "Scope of Work" to modify their original contract to provide those services. After some negotiations with the Executive Director of the ILJAOC, Deloitte has agreed not to invoice the City for two final milestones on the current EFS procurement project contract, totaling $85,000 based upon the limited response, and to move those milestone payments forward to a. revised procurement process. The latter payments would be in addition to the funding necessary to re- engage them once again to restructure our effort to get this project underway. On behalf of the ILJAOC Members, Deloitte was asked to give the City further assurances on the project as part of the Change Order Scope of Work that was also approved at the October 27, ILJAOC Goveming Board Meeting. In essence, the scope Recommend Gating Criteria Unisys Evaluation Pass /Fail Familiarity with Integration, Clear Demonstration of experience and Justice and Law Enforcement capability. Pass General discussion of capability of the Security and Data Ownership product. Orange County not specifically Provisions addressed. Marginal Platform offered is robust but does not Scalability directly address primary requirements. Marginal Included in the RFP /Bid documents was the following statement: D. Right to Reject Proposals The City of Newport Beach and ILJAOC reserve the right to waive, at its discretion, any irregularity or informality which the City and /or 1LJAOC deems correctable or otherwise not warranting rejection of the RFP. The City and/or ILJAOC reserves the right to reject any and all proposals and to accept any proposal or portion thereof. No obligation, either expressed or implied, exists on the part of the City of Newport Beach or ILJAOC to make an award or to pay any costs incurred in the preparation or submission of a proposal. All costs associated with the preparation or submission of proposals covered by this RFP are solely the responsibility of the Bidders. As a result of the comprehensive review of the proposal, the City should reject the Bid on behalf of the ILJAOC Members and notify the Unisys Corporation of the action. The recommendation for rejection was formally requested in a separate action at the monthly, public meeting of the ILJAOC JPA Governing Board held on October 27, 2008, in the Auditorium at the Newport Beach Police Department. All of the Member Agencies of the JPA involved in this procurement process were very disappointed with the lack of qualified responses to the RFP. They continue to believe that the vision for the project is a correct one, given the right vendor to implement that vision. Unfortunately, to essentially refine and /or redo the process will require additional consulting assistance and therefore funding. As a result, Deloitte Consulting was requested to submit a proposed Change Order that could serve as an amended "Scope of Work" to modify their original contract to provide those services. After some negotiations with the Executive Director of the ILJAOC, Deloitte has agreed not to invoice the City for two final milestones on the current EFS procurement project contract, totaling $85,000 based upon the limited response, and to move those milestone payments forward to a. revised procurement process. The latter payments would be in addition to the funding necessary to re- engage them once again to restructure our effort to get this project underway. On behalf of the ILJAOC Members, Deloitte was asked to give the City further assurances on the project as part of the Change Order Scope of Work that was also approved at the October 27, ILJAOC Goveming Board Meeting. In essence, the scope Bid Rejection and Consulting Contract Amendment November 25, 2008 Page 4 of 4 of their work was modified to state that whether or not the City, with the assistance of Deloitte, can stimulate enough interest in a competitive RFP process, at some point during their engagement, we could terminate their work'toward that end and identify a qualified vendor, which was willing to enter into a sole- source agreement to build a modified EFS that was acceptable to the ILJAOC and therefore the City. As a result, one way or the other, we will end up with a viable project within the funding authority Deloitte's attached proposal is to provide the supplemental services for $117,000 in addition to the work required in the final milestones outlined in their existing contract (attached) when that work is required as part of the restructured procurement process. Although there was ILJAOC Governing Board discussion on the topic, to solicit alternative consulting firms without the history and expertise already established as a result of the significant work on this particular project would not be recommended. The ILJAOC Board is very satisfied with the quality of work done thus far by Deloitte and is confident that with the recent downturn in the economy and the revisions contemplated, the City may be in a much better position to attract other competitive firms for a revised bidding process. If not, there are sufficient provisions to structure an alternative solution within the funding authority. Environmental Review: None Required. Public Notice: Normal Agenda notice is satisfactory. Funding Availability: There are currently sufficient available funds, $1.3 million, in the multi -year COPS Technology Grants to approve this action. Alternatives: None that are practical. Prepared by: Tom G si Captain, Support Services Division Submitted by: J n Klein HIEF OF POLICE Attachments: Amended Scope of Work for Deloitte Consulting Original Contract for EFS Management Services 0 0 ILJAOC E- Filing Project Scope Change Request To AMEND PROFESSIONAL SERVICES AGREEMENT WITH DELOITTE CONSULTING LLP TO PROVIDE CONSULTING AND MANAGEMENT SERVICES TO DEVELOP AN ELECTRONIC FILING INITIATIVE FOR THE INTEGRATED LAW & JUSTICE AGENCY FOR ORANGE COUNTY 90/27/2008 FORM INFORMATION Restructure the E- Filing Procurement to Increase Vendor Participation Stephen Lee, Deloitte 10/22/2008 Medium Low 11/1/2008 CHANGE DESCRIPTION Inadequate responses were received to the initial proposal. The process should be restarted and restructured in a manner to allow for more vendor interaction to build interest and relationships with IUAOC Restart and run a multi -stage procurement for the E- Filing solution with a higher degree of vendor outreach 1. Increase options from the marketplace 2. A range of potential solutions ions are somewhat limited 1. Negotiate a solution with Unisys who submitted an incomplete solution proposal 2. Attempt to identify a suitable vendor for a sole source contract to implement the Project 3. Move forward with another procurement management vendor 4. Halt the Droiect None IMPACT OF CHANGE/SCOPE OF WORK Page 1 of 3 CONFIDENTIAL • Scope Change Request Form October 27. 2008 PAYMENT SCHEDULE Criteria Amount Vendor Outreach Deloitte Consulting will reach out through electronic services and directly to a broader range of integrators and solution vendors to discuss the project approach and solicit a higher level of interest from the vendor community than has existed in the former RFP process. Procurement Document Revision Deloitte Consulting will revise the current procurement documents into three separate documents. The first will be a high level Project Overview than can be used for vendor outreach. The second document will be the Request for Information Document. it will include much of the content of the RFP, but will be more narrowly focused on the solution. Depending on the process, it may be structured to serve as any combination of a Request for Information, Request for Comment or Request for Qualifications. The third document will be the Revised Request for Proposal. It is expected that the existing RFP will be simplified, especially in the solution description area. Request for Information / Comment Deloitte Consulting will administer the Request for Information Process. Documents will be issued to interested vendors and posted on one or more electronic services to allow for access from as wide a vendor pool as practical. Vendor Meetings Following the Request for Information process Deloitte Consulting will facilitate meetings with vendors. It is likely that one multi- vendor session will be conducted and then up to 10, 2 hour vendor specific meetings will be conducted. Refine RFP Following the Request for Information process and vendor meetings, Deloitte Consulting will (in consultation with IUAOC members) refine the RFP to make it ready for rerelease. The nature of the revisions is unclear at this point, but it is possible that specific technologies will be mandated or that the implementation approach will change. Page 2 of 3 CONFIDENTIAL • Scope Change Request Form October 27. 2008 RFP Process Deloitte Consulting will issue the RFP and manage the RFP process. We will respond to vendor questions, issue addendums as required, conduct a Bidders meeting, and deliver RFP support services as outlined in the original contract. Funding for this work will be provided as outlined in that contract, and which has not been invoiced to date as part of the original Agreement. Evaluation Deloitte consulting will provide evaluation services as outlined in the terms of the original contract. Funding for this work will be provided from the original contract, since the Project Submission and Evaluation milestones have not been invoiced due to the lack of submitted proposals. Sole Source Negotiations In the event that the ILJAOC determines at any point in the process that insufficient vendor interest is present to yield a successful procurement, Deloitte Consulting will amend its approach and scope and provide negotiation services to re- structure the Project to conclude a sole source Agreement with a vendor recommended by Deloitte and approved by ILJAOC's Governing Board - within the revised contracted milestone payments agreed upon in this Change Order or resulting Contract Amendment. I agree to the terms as listed above, in addition to those outlined in the Professional Services Agreement between the City of Newport Beach and Deloitte Consulting LLP to provide consulting and management services to develop an electronic filing initiative for the Integrated Law & Justice Agency for Orange County, dated April 17, 2007. Nicholas Chiaminto, Principal Deloitte Consulting, LLP. Homer Bludau, City Manager Date Date Page 3 of 3 CONFIDENTIAL 0 CITY OF NEWPORT BEACH POLICE DEPARTMENT September 22, 2005 TO: Homer Bludau, City Manager FROM: Bob McDonell, Chief of Police 0 SUBJECT: AMENDMENT TO DELOITTE CONSULTING CONTRACT RECOMMENDATION: Execute the attached contract amendment with Deloitte Consulting, under your authority granted in Council Policy F3, which governs such matters. BACKGROUND: Deloitte Consulting is the firm assisting the Orange County Integrated Law and Justice (OCILJ) Project in their implementation of the COPLINK data sharing contract with Knowledge Computing Corporation. The attached document is a contract amendment in the amount of $55,000. When the original Scope of Work was developed, it was anticipated that the application would reside and operate over the Orange County Sheriffs trusted network, which is already in place. Based on the Sheriff's Department's decision not to participate in the Project at this time, the Steering Committee for the Project was forced to look for an alternative network solution and to revise the Scope of Work for Deloitte Consulting to assist in that effort. The additional tasks of researching the appropriate solution and oversight responsibilities for establishing network connectivity with all 21 municipal police departments, as well as those other County departments who intend to participate, are covered by this contract amendment. The work is essential to the successful completion of the Project. Under Council Policy F3, the City Manager is granted the authority to approve consulting contract amendments such as this one for up to 125 % over the original contract price. This $55,000 amendment meets that threshold based on the original contract of $220,000. Funding for the additional work is covered by grant funds, which are being administered by the City of Newport Beach for the Orange County Integrated Law and Justice Steering Committee and as requested by the Orange County Chiefs' and Sheriffs Association. 9 Mr. Bludau September 22, 2005 Page 2 E The additional costs may be funded by the Santa Ana and Anaheim Urban Area Security Initiative (UASI) grant, which is underwriting the existing costs for the data sharing project. Should the amendment not be approved by the Federal Department of Homeland Security, sufficient grant funds exist in other allocations for the OCILJ to cover the expenditure. On Monday, September 19, 2005, the Steering Committee for the Project unanimously approved the contract amendment as written. VobDonell CHIEF OF POLICE Attachment 0 0 AMENDMENT NO.1 TO PROFESSIONAL SERVICES AGREEMENT WITH DELOITTE CONSULTING FOR IMPLEMENTATION SERVICES FOR THE OCILJ RECORDS MANAGEMENT /CASE MANAGEMENT DATA SHARING PROJECT THIS AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT, entered into this 22nd day of September, 2005, by and between the CITY OF NEWPORT BEACH, a municipal corporation, (hereinafter referred to as "City") and DELOITTE CONSULTING LLP, whose address is 2868 Prospect Park Drive, Sacramento, California 95670, (hereinafter referred to as "Consultant "), is made with reference to the following: RECITALS A. On February 8, 2005, CITY and CONSULTANT entered into a Professional Services Agreement, hereinafter referred to as "Agreement ", for Consulting services for the OCILJ Records Management/Case Management Data Sharing Project, hereinafter referred to as "Project ". This Agreement is scheduled to expire on November 30, 2005. B. City desires to enter into this Amendment No. 1 to reflect additional services not included in the Agreement and to extend the term of the Agreement to June 30, 2006. C. City desires to compensate Consultant for additional professional services needed for Project. D. City and Consultant mutually desire to amend Agreement, hereinafter referred to as "Amendment No. 1 ", as provided here below. NOW, THEREFORE, the parties hereto agree as follows: Consultant shall be compensated for services performed pursuant to this Amendment No. 1 according to "Exhibit A" dated July 15, 2005 attached hereto. 2. Total additional compensation to Consultant for services performed pursuant to this Amendment No. 1 for all work performed in accordance with this Amendment, including all reimburseable items and subconsultant fees, shall not exceed Fifty -Five Thousand and No /100ths Dollars ($55,000). 3. The term of the Agreement shall be extended to June 30, 2006 4. Except as expressly modified herein, all other provisions, terms, and covenants set forth in Agreement shall remain unchanged and shall be in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date first above written. APPROYE,D AS TO FORM: Robin Clauson City Attorney for the City of Newport Beach Attachment: Exhibit A CITY OF NEWPORT BEACH A Munici I Corporation By: City Manager for the City of Newport Beach CONSULTANT: By: A / CMS Information Sharing • Scope Change Request Form 9/19/2005 FORM INFORMATION 3 Phase 2 Deployment Buena Park, Fullerton, Placentia, Westminster Lee, Deloitte DI-4JId~VI-1 HIqh X Medium Low 09/26/05 CHANGE DESCRIPTION The project is ready to move into Phase 2. The next four sites ready for integration are Buena Park, Fullerton, Placentia and Westminster. Moving forward with integration of these RMS systems at this time is in keeping with the original intent of the project. Direct KCC to proceed with integration of the production RMS systems from Buena Park, Fullerton, Placentia and Westminster into the COPLINK node. IMPACT OF CHANGE 1. Furthers integration across the County 2. In keeping with project intent Note that Buena Park and Fullerton both have West Covina Services Group systems that they no longer use for new incidents. Those systems are retained for data access and contain RMS data for up to the last 15 years. A separate effort is underway to examine incorporation of that data into the repository. Those older systems are not impacted by this Change City of Newport Beach Contract with Knowledge Computing Corporation Buena Park, Fullerton, Placentia and Westminster one — this is Phase 2 work that was anticipated to be undertaken during this time period. Work is expected to be complete by December 1, 2005. There is no impact on the overall cost envelope for the project. This change simply authorizes the planned expenditure of $50,750 for each of the affected sites (listed above). This amount covers $35,000 in implementation costs and $15,750 in warranty costs to cover the three - ear warranty. Total Costs are $203,000 Stalls the full deployment of COPLINK Page 1 of 2 CONFIDENTIAL RMS / CMS Information ShOng Scope Change Request Form 9/19/2005 SIGN -OFF vLwv . - 1XI lumv, Computing Impact and Cost Confirmation Step 4 — Deloitte Consulting Recommended for Approval Step 4 — UASI Administration Name: Brad Cochran Name: Name: Date: Date: Date: Step 6 — Steering Committee Name: Date: Approval to Proceed Step 7 — City of Newport Beach Na Approval to Proceed Date: Page 2of 2 CONFIDENTIAL A/ CMS information Sharing Scope Change Request Form 9/99/2005 FORM INFORMATION CHANGE DESCRIPTION Incorporation of mugshots from independent municipal police departments was not included in the original scope of work with Knowledge Computing Corporation. The original project intent was to access mugshots from the single repository at the Orange County Sheriffs Department. That has not been achievable based upon the Sheriffs Department's reluctance to participate in the overall Project and as a result, there is significant interest in accessing the mugshots from each of the RMS systems that will be integrated. KCC has offered to consider mugshots from any site in the County where they are already accessing data as a single data source and will integrate those photos Into the repository for the cost of a single data source, regardless of whether those photos are acquired during Phase 1 or Phase 2. Direct KCC to proceed with integration of mugshots from all sites as they are integrated into COPLINK. 1. Furthers integration across the County 2. Provides access to mugshots when viewing person details 1. Revisit integration with the Sheriffs Department photo repository, should they change their position on participation — this approach would not yield access to all of the photos that are held at individual departments 2. Leave mugshots; out of COPLINK None IMPACT OF CHANGE /SCOPE OF WORK All Police None — this is Phase 2 work. It is anticipated that mugshots will be integrated from all of the Phase 1 sites where they reside in the RMS by December 1. 2005. Photos from Phase 2 sites will be available as the rE Page 1of3 CONFIDENTIAL RMS / CMS Information Sh*g • Scope Change Request Form 9/19/2005 of their RMS data is Incorporation of mugshots in this manner is a net increase in the overall cost of the project of $50,750 for the entire county. This amount covers $35,000 in implementation costs and $15,750 in warranty costs to cover the three -vear warrantv. Mugshots not available in the foreseeable future For all agencies in Orange County during the life of the COPLINK contract KCC will accept as part of their data update stream, mugshots that are made available by the agency in a standard non - proprietary format that can be read by KCC. These mugshots shall be incorporated into the COPLINK node file system and tied to person records in the system. The photos shall have demographic data attached to them as well as the date that the photo was taken or added to the repository. This information will be used to: 1. Consolidate and attach the photos to specific person records 2. Determine which photo is the latest and therefore display only the most recent photo with the basic person record 3. Allow the photos to be used for automated six pack lineup purposes in COPLINK All photos attached to a person record will be viewable by a Coplink user should they request that all photos be displayed; however, only the photo judged by COPLINK (based on the information provided by each agency With the photo), will be displayed with the base person record. KCC will immediately proceed with acquisition of photos for all Phase 1 agencies. Photos for Phase 2 agencies will be integrated as those agencies are integrated into the repository. KCC is not responsible for effort or costs associated with extracting photos from proprietary systems other than the RMS system at each agency. For example, additional effort will be required to extract photos from Imagis / Visiphor photo systems or jail management systems that are not integrated with RMS systems at some agencies. KCC will integrate those photos if the agency or their system vendor makes those photos available in an industry standard manner (JPEG, GIFF, TIFF, etc.) and on a platform that KCC is already extracting data from (Core RMS or intermediate server installed to support COPLINK data SIGN -OFF Deferred Accepted Rejected Withdrawn (Y Page 2of 3 CONFIDENTIAL RMS / CMS Information Shag Scope Change Request Form Step 1 — Deloitte Consulting Recommended for Action Name Stephen Lee Date: Sept 15. 2005 Step 2 Project Management Approval to submit to KCC Name: Bob McDonell Date: Step 3 — Knowledge Computing Impact and Cost Name: Brad Cochran Date: Confirmation Step 4 — Deloitte Consulting Name: Date: Recommended for Approval Step 4 — UASI Name: Date: Administration Step 6 — Steering Committee Name: Date: Approval to Proceed Step 7 — City of Newport Beach Name: Date: Approval to Proceed Page 3of 3 CONFIDENTIAL his/ CMS Information Sharing • Scope Change Request Form 9/19/2005 FORM INFORMATION CHANGE DESCRIPTION Page 1 of 3 CONFIDENTIAL RMS / CMS Information Shag • Scope Change Request Form 9/22/2005 IMPACT OF CHANGE/SCOPE OF WORK Orange County Superior Court The Court has indicated that the data is available immediately. It is anticipated that KCC's work will be completed by December 1, 2005. Addition of this data and integration of the new functionality required in COPLINK will result in an additional cost of $45,000, which includes- three - ears maintenance on the application. Probation data will remain difficult to access by field officers and investigators. The Orange County Superior Court will make available a data set that includes: • the names and identifiers of all individuals with probation orders • the nature of the crime /conviction/case that resulted in the order • a flag that indicates that conditions of probation exist • the end date of the probation • a flag that indicates that a search and seizure condition exists • a link address that will take a user to the full text of the probation order in the Court's Vision Web System. KCC will obtain an update of this data a minimum of 3 times a day on a schedule to be agreed by the Superior Court and will integrate the data into the person records in COPLINK based on the consolidation rules established by OCILJ as part of the COPLINK design process. KCC will filter the data by probation end date so that probation indicators are not shown for individuals for whom the probation has expired. For those individuals on probation, the person record will clearly display that probation conditions exist and whether or not a search and seizure condition exists as well as the nature of the crime or order that instituted the probation. KCC will also display an easily accessed link where COPLINK users that desire more information on the probation conditions can select the link (and assuming they have sufficient network capacity and connectivity) will be directed to the Superior Court's Vision Web application and the page that details the terms and conditions of probation. Page 2of 3 CONFIDENTIAL RMS / CMS Information ShOng Scope Change Request Form 9/22/2005 SIGN-OFF _ Accepted _ Rejected _ Withdrawn _ Deferred Step 1 — Deloitte Consulting Recommended for Action I Name Stephen Lee Date: Sept 15, 2005 Step 2 Project Management Approval to submit to KCC I Name: Bob McDonell Date: aiep a — nnowleuge Computing Impact and Cost Name: Brad Cochran Date: Confirmation Step 4 — Deloitte Consulting I Name: Date: Recommended for Approval Step 4 — UASI Name: Date: Administration Step 6 — Steering Committee Name: Date: Approval to Proceed Step 7 — City of Newport Beach Name: Date: Approval to Proceed Page 3of 3 CONFIDENTIAL • 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 CTTY'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. AS TO FORM: Office of the City Attorney for the City of Newport Beach ATTEST: City Clerk i CM OF NEWPORT BEACH, A Municip 'pl Corporation By Homer Bludau Qfty Manager CONSULTANT: Deloitte Consulting LLP By: &if 11).J_ Name: Principal Contract Amendment — DelSitte ConsultingOCILJ RMS /CMS Oka Sharing Project Page 3 of 3 Exhibit A — Scope of Services This Scope of Work outlines additional services to be undertaken by Deloitte Consulting to support Phase 1 of the COPLINK project for the City of Newport Beach and the Orange County Integrated Law and Justice Project that were not anticipated in the original contract. The primary reason for the additional services was the change in anticipated hosting location and the need for an independent network to support the operations. When the Scope of Work for the Project was originally developed, it was anticipated that the proposed COPLINK System would be hosted over the Sheriffs trusted network; however, such use was later denied and it became necessary to find an alternate infrastructure. The services include: • Participation in the design (with the city of Santa Ana) of a new network infrastructure to support connectivity to participating agencies • Support for the procurement and supply process, including negotiating the acquisition of loaner network equipment from the supplier. • Support the City of Santa Ana in coordination of network connectivity and site visits with agencies participating in the project. • Preparation of service level agreements with the City of Santa Ana for provision of hosting and support services acceptable to the Orange County Integrated Law and Justice Project. Payment for these services shall be accomplished through an additional payment milestone that shall be reached when all Phase 1 agencies (Anaheim, Brea, Irvine, Garden Grove, Newport Beach, Orange and the Superior Court) are able to reliably access COPLINK across the new network. • • Page 1 of 23 AGREEMENT BETWEEN THE CITY OF NEWPORT BEACH AND DELOITTE CONSULTING LLP TO PROVIDE IMPLEMENTATION SERVICES FOR THE OCILJ RECORDS MANAGEMENT / CASE MANAGEMENT DATA SHARING PROJECT THIS CONTRACT is made and entered into this ay 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's 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 cant' 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 (OCIIJ), 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 • 0 Page 2 of 23 Departments, and the new release of the RMS System being implemented to serve the West Covina Consortium, consisting of Cypress, Seal Beach and other Orange County agencies - that elect to be served by the Consortium, and the Orange County Sheriff's Department's RMS and LARS (Local Arrest Records System,) including their Mug -shot database. 2. Component 2 involves assessing the readiness of the approximately 17 additional remaining police RMS systems throughout the County and portions of the District Attorney and Probation Department's CMS systems to be incorporated into the infrastructure of the Data Solution System, and the planning associated with getting those sites ready for implementation. 3. Component 3 consists of readiness assessments of the systems not ready for implementation during Component 2, the preparation of statements of work for the integration of those systems or additional infrastructure components and oversight of the integration of these additional systems. G. The funds currently allocated under the COPS Office grant are insufficient to implement the entire OCILJ Project and complete the RMS /CMS Information Sharing Project phase. Santa Ana and Anaheim have received a grant entitled "FY04 Urban Area Security Initiative" (UASI grant) from the Federal Department of Homeland Security, Office of Domestic Preparedness, through the State of California, Office of Homeland Security, to enhance Countywide emergency preparedness. H. The OCILJ Project, especially the portion related to data sharing among agencies within the County, will substantially enhance homeland security by significantly improving the accessibility and speed of transfer of criminal justice and suspect data between the justice agencies within the County, thus improving investigative abilities and reducing the potential for terrorism or terrorists to go undetected. Consequently, the Santa Ana and Anaheim Urban Areas will fund through the FY2004 UASI grant a substantial portion of the project that enables data and information sharing, as well as the data analysis and intelligence tools in support of homeland security objectives. I. CITY, as grant administrator for the OCILJ, has reviewed the previous experience and evaluated the expertise of DC, and desires to retain DC to render professional management oversight and implementation services for the Project, under the terms and conditions set forth in this Agreement. The total cost to complete the work for Component 1 and 2 is $220,000.00. If the contract is extended per mutual agreement to include Component 3 services, payment shall be by site per the terms in Attachment A (Scope of Work.) NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between CITY and DC as follows: General Terms and Conditions A. Governing Law and Venue: This Agreement (hereinafter "CONTRACT ") has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this CONTRACT, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for trial to another County. 9 B. Entire Contract: iPage 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 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 confomns 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) C='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 0 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/Cooyriaht Materials/Proprietary Infringement: Unless otherwise expressly provided in this CONTRACT, DC shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this CONTRACT. DC agrees that, in accordance with the more specific requirement contained in paragraph "P" below, it shall indemnify, defend with counsel agreed to in writing, which agreement shall not be unreasonably withheld by CITY, and hold CITY and CITY INDEMNITIES harmless from any and all third party claims of infringement or violation of any patent, intellectual property right, or trade secret right by the Deliverables and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, but not limited to, reasonable attorney's fees, costs and expenses, except to the extent that such infringement or violation arises from, or could have been avoided except for (i) the indemnified party's modification of DC's Deliverables or use thereof in a manner not contemplated by this Agreement, (ii) the failure of the indemnified party to use any corrections or modifications made available by DC, (iii) information, materials, instructions or specifications provided by or on behalf of the indemnified party, or (iv) the use of DC's Deliverables in combination with any product or data not provided by DC without DC's consent. If CITY's use of any such Deliverable, or any portion thereof, is or is likely to be enjoined by order of a court of competent jurisdiction as such an infringement or violation, DC, at its option and expense, shall have the right to (x) procure for CITY the continued use of such Deliverable, (y) replace such Deliverable with non- infringing work product, or (z) modify such Deliverable so it becomes non - infringing; provided that, if (y) or (z) is the option chosen by DC, the replacement or modified Deliverable is capable of performing the same function. The foregoing provisions of this paragraph constitute the sole and exclusive remedy of the indemnified parties, and the sole and exclusive obligation of DC, relating to a claim that a Deliverable infringes or violates any patent, intellectual property right or trade secret right of a third party. I. Assignment or Sub - Contracting: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties. Furthermore, neither the performance of this CONTRACT nor any portion thereof may be assigned or sub - contracted by DC without the express written consent of CITY. Any attempt by DC to assign or sub - CONTRACT the performance or any portion thereof of this CONTRACT without the express written consent of CITY shall be invalid and shall constitute a breach of this CONTRACT. Notwithstanding the foregoing (i) DC may, upon notice, assign personnel of its affiliates to provide the Services in lieu of or in addition to its own personnel; provided, however, that DC 9 • 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. 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. 9 O. Performance: is Page 6 of 23 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. 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/Pronertv- Casualtv/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. 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. E S. Chance 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. 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. 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, 0 • 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. Il. 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. 0 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, 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 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 CON'T'RACT. 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/Insnections DC agrees to give the CITY's Revenue Manager or the Revenue Manager's authorized representative (including auditors from a private auditing firm hired by the CITY) access during normal working hours to (i) all billing and payment books and financial records, and supporting documentation, including payroll and accounts payable /receivable records of DC for the purpose of auditing or inspecting billing and payment under this CONTRACT, and (ii) to any other records of performance of the Services hereunder as may be required by law, solely to the extent necessary to determine DC's compliance with this Agreement. The CITY will provide reasonable notice of such an audit or inspection. Auditors auditing or inspecting hereunder shall have first agreed in writing to protect the confidentiality of all information disclosed or revealed to such auditors during such audit or inspection; provided, however that certain information may become public record pursuant to applicable law. The CITY reserves the right to audit and verify DC's records as provided for in this Section 9 before final payment is made. DC agrees to maintain such records for possible audit for a minimum of three years after final payment hereunder, unless a longer period of records retention is stipulated under this CONTRACT or by law. Further, DC agrees to include a similar right to the CITY to audit such records of any subcontractor related to performance of this CONTRACT. Should DC cease to exist as a legal entity, DC's records pertaining to this agreement shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the CITY's Project Manager. 10. Conflict of Interest DC or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this CONTRACT, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. • • Page 14 of 23 If subject to the Act, DC shall conform to all requirements of the Act in performing the Services hereunder. Failure to do so may constitute a material breach and grounds for termination of this CONTRACT by CITY under Section K hereof DC shall indemnify and hold harmless CITY for any and all third party claims for damages brought against CITY resulting from DC's violation of the Act in performing the Services hereunder. 11. Precedence The documents herein consist of this CONTRACT and its attachments. In the event of a conflict between or among the CONTRACT documents, the order of precedence shall be the provisions of the main body of this CONTRACT, i.e., those provisions set forth in the recitals and articles of this CONTRACT, and then the Attachments. 12. Compensation This is a firm fixed price CONTRACT. DC agrees to accept the specified compensation as set forth in Attachment A as full remuneration for performing all services and furnishing all staffing, labor, materials, direct and indirect costs, and for any difficulties which may arise or be encountered in the execution of the services until acceptance; and for risks connected with the services; and for performance by DC of all of its duties and obligations hereunder. In no event shall DC's compensation exceed $220,000 without additional written authorization from the CITY. 13. Data — Title To All materials, documents, data or information obtained from CITY data files or any CITY medium furnished to DC in the performance of this CONTRACT will at all times remain the property of the CITY. Such data or information may not be used or copied for direct or indirect use by the DC after completion or termination of this CONTRACT without the express written consent of the CITY. All confidential materials, documents, data or information, including copies, must be destroyed, returned to the CITY at the end of this CONTRACT, or maintained by DC for archival purposes only subject at all times to its confidentiality obligations hereunder. 14. Ownership of Documents (a) DC has created, acquired or otherwise has rights in, and may, in connection with the performance of services hereunder, employ, provide, modify, create, acquire or otherwise obtain rights in, various concepts, ideas, methods, methodologies, procedures, processes, know -how, techniques, models, templates, the generalized features of the structure, sequence and organization of software, user interfaces and screen designs, general purpose consulting and software tools, utilities and routines, and logic, coherence and methods of operation of systems (collectively, "DC Technology). To the extent that DC uses any of its intellectual or other property in connection with the performance of its services, DC shall retain all right, title and interest in and to such property, and, except for the license expressly granted in this section, CITY shall acquire no right, title or interest in or to such property. (b) CITY has permanent ownership of all directly connected and derivative materials first produced under this CONTRACT in connection with the Services by DC for delivery to the CITY, excluding any DC Technology contained therein (the "Deliverables "). All documents, reports and other incidental or derivative work or materials furnished hereunder comprising the Deliverables (except for any DC Technology contained therein) shall become and remain the sole property of the CITY and may be used by the CITY as it • . Page 15 of 23 may require without additional cost to the CITY. DC without the express written consent of the CITY shall use none of the documents, reports and other incidental or derivative work or 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 parry 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 Contineent Fees DC warrants that no person or selling agency has been employed or retained by DC to solicit or secure this CONTRACT upon a contract or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by DC for the purpose of securing business. 0 • 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 Reauirements 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. r L 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 first written above. AS TO FORM: Office of the City Attorney for the City of Newport Beach ATTEST: By 4A., M, 4'/ i LaVonne Harkless City Clerk CITY OF NEWPORT BEACH, A Municip Corporation By: Homer Bludau ty Manager CONSULTANT: Deloitte Consulting LLP By: &Y f d Name: Principal 0 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 • Page 20 of 23 Subject: Proposal for Implementation Phase of RMS Information Sharing Project Dear Chief McDonell: We are very pleased to have had the opportunity to help the Orange County Integrated Law and Justice Working Group get to contract with Knowledge Computing Corporation for the implementation of the RMS Information Sharing Project. We think it is a strong solution that will provide immense value to Orange County from a general public safety perspective as well as a Homeland Security tool. We are also delighted that you have asked us to submit this proposal to provide follow on project management and oversight services during the project. This letter outlines our proposal for those services. This scope of services of this proposal consists of three components: 1. Oversight of the Knowledge Computing scope of work for the implementation of Phase 1 of the COPLINK implementation for Orange County Integrated Justice. 2. Planning and coordination of Phase 2 COPLINK implementations that are identified prior to Phase 1 Provisional Acceptance. 3. Follow -on statements of work for planning, coordination and implementation oversight of Phase 2 COPLINK implementations that occur after provisional acceptance of Phase 1. The proposal has a fixed price milestone based structure that covers the first two components. The third component will have a separate site based pricing structure for each work order. Component 1 The Phase I 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 fatal acceptance is granted. Realistically, any significant issues in the system will likely surface during the first few weeks of that burn 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. 0 • 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 Integration testing 12 Defect resolution Status Report Biweekly status meeting Steering Committee Meeting 13 User Acceptance Testing 14 Defect resolution Status Report Biweekly status meeting 15 Go Live! Performance monitoring 16 Performance Monitoring Status Report Biweekly status meeting Steering Committee Meeting 17 Limited activity 18 Biweekly status meeting Status Report 19 Limited activity 20 Write system acceptance report I Acceptance Report The schedule is, of course, dependent on KCC's performance. If they fall behind, we expect to stay very busy working to get them to completion as close to schedule as possible. We have based our costing on a full 16 -week schedule. We will then ramp up at the end of the six -week bum -in period to review fault logs and write the Acceptance Report. Component 2 The second component of the work is the identification of early Phase 2 sites and the planning associated with getting those sites ready for implementation. As part of the Phase 1 site visits we will discuss potential additional data sources that are present at the • • Page 22 of 23 sites. During Phase 1 we will also meet (in person or by telephone) with each of the designated Phase 2 agencies and revisit the readiness of their systems for incorporation into the integration platform. A presentation will be made to the Steering Committee of the status and expected readiness dates for the phase 2 sites. The presentation will include recommendations regarding which sites should be integrated into the system immediately (either immediately after Phase 1 or in the later stages of Phase 1) and a statement of work will be prepared to Knowledge Computing to execute upon as the first part of Phase 2. Component 3 The third component of the work consists of readiness assessments of additional Phase 2 systems, the preparation of statements of work for the integration of those systems or additional infrastructure components and oversight of the integration of these additional systems and infrastructure. It is possible that the integration of additional systems can be accomplished into the RMS Data Sharing System without further involvement from an external consultant. Depending on how the earlier implementations proceed and the status of the Integrated Law and Justice Working Group, it may be desirable to have Deloitte continue to provide planning and oversight services for the integration of further systems. The exact scope of services for each system is likely to vary to a degree. For the purposes of the proposal the work involved with the integration of each system is broken into a planning stage and an oversight stage. The planning stage includes a site visit to the agency housing the system to be integrated to discuss the integration process with the agency's personnel, confirm the readiness of the system for integration and compile (at a high level) the data contained in the system and any features that are expected to be of particular value or present issues to the integration project. The output of the planning stage is a statement of work suitable for Knowledge Computing Corporation to execute. The oversight stage commences with Knowledge Comp 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 workplau to accommodate the delay. If a no cost extension is not possible then we would expect to negotiate an additional statement of work to cover the extended period. Component 3 Pricing It is understood that the work described in component 3 may or may not be awarded to Deloitte Consulting. Assuming that both parties agree that Deloitte should undertake planning and oversight work associated with integration of additional Phase 2 sites then the following pricing table will apply. Efficiencies are expected if more than one system is being integrated during any given period. Therefore unit costs are discounted as the number of systems being integrated at the point in time increases. Milestone Amount 1 Configuration Document Review $50,000 2 Finalize Data Center Requirements and Schedule $50,000 3 Integration Testing Complete $50,000 4 Go Live $50,000 5 Acceptance Report $20,000 Should the project fall behind schedule as a result of a change in scope or a KCC delay we will raise the expected delay as an issue as soon as practical and will attempt to work with you to adjust the workplau 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. LI • 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 I 0 0 Page 1 of 21 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 this9Y&—yof March 2004 by and between the CITY OF NEWPORT BEACH, a municipal corporation (hereinafter called the "CITY "), and DEL01TTE CONSULTING LLP, 2868 Prospect Park Drive, Sacramento, California 95670 (hereinafter called "DC ") and is made with reference to the following: RECITALS A. CITY is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the charter of the City; B. DC is a limited liability partnership organized and existing pursuant to the laws of the State of Delaware; C. In 1996, law enforcement executives throughout Orange County organized to establish the Orange County Integrated Law and Justice Project (ILJ), a Countywide effort to integrate the diverse information systems of all criminal justice agencies in Orange County. This multi -phase project is designed to establish common data systems and processes, facilitate communications among the various police and criminal justice system agencies, increase efficiency in utilization of scarce resources, and reduce duplication of effort. The ILJ is funded by monies allocated by the Federal Government via a COPS MORE grant. The County of Orange has been the grant administrator for the project; however, distribution of these funds and decisions on how they are expended have been made by the ILJ Steering Committee, chaired by Chief of Police Bob McDonell of Newport Beach. A Strategic Plan for implementation of the ILJ Project phases is in place and DC is to be the consultant on the ILJ Project. D. Effective February 2004, the CITY was designated as the lead agency and grant administrator for the monies allocated by the Federal Government via the COPS MORE grant for the ILJ Project. These grant monies are now held in trust by CITY on behalf of the ILJ Steering Committee. Distribution of these funds and decisions on how they are expended continue to be made by the ILJ Steering Committee, chaired by Chief of Police Bob McDonell of Newport Beach. E. Phase 3 of the ILJ Project involves the development of a pilot project to share information among selected Orange County criminal justice agencies. The Integrated Law and Justice Committee of Orange County desires to have DC assist it in obtaining a vendor to design and implement the pilot Records Management System/Case Management System sharing project. CITY desires to hire DC to prepare a Request for Proposals (RFP) and technical specifications for design and implementation of the pilot program and to assist CITY and the ILJ in evaluating.the proposals received (hereinafter referred to as the "Project "). The services to be provided by DC under this CONTRACT are described in the Scope of Work attached hereto as Attachment A and in the Letter Proposal dated August 19, 2002, attached hereto as Attachment C. The total cost payable to DC to complete this work is $220,000. All expenditures shall be funded by the COPS MORE grant monies. NOW THEREFORE, in consideration of the foregoing and the mutual promises and covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between CITY and DC as follows: 0 General Terms and Conditions A. Governing Law and Venue: Page 2 of 21 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 0 • 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 patty, 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 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. I 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 INDEMNPTIES ") 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 • i 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 $$,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 0 0 Page 7 of 21 any self - insured retention City may have, shall be considered excess insurance only and not contributory with the insurance provided hereunder. iii. This insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insuring company. iv. The insurer waives all rights of subrogation against City, its elected or appointed officers, officials, employees, agents and volunteers. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its elected or appointed officers, officials, employees, agents or volunteers. A. 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: Page 8 of 21 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 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 INDEMNTI'IES 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 Page 9 of 21 arising out of or in any way connected with this CONTRACT and/or any other claim of injury or damage under this CONTRACT. Y. Terms and Conditions: DC acknowledges that it has read and agrees to all terms and conditions included in this CONTRACT. Z. Headings: The various headings and numbers herein, the grouping of provisions of this CONTRACT into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof. AA. Severability: If any term, covenant, condition or provision of this CONTRACT is invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. BB. Calendar Days: Any reference to the word "day" or "days" herein shall mean calendar day or calendar days, respectively, unless otherwise expressly provided. CC. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this CONTRACT, or where any provision hereof is validly asserted as a defense, each party shall bear its own attorney's fees, costs and expenses. DD. Interpretation: This CONTRACT has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with in this CONTRACT. In addition, each party had been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each party further acknowledges that they have not been influenced to any extent whatsoever in executing this CONTRACT by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this CONTRACT against the party that has drafted it is not applicable and is waived. The provisions of this CONTRACT shall be interpreted in a reasonable manner to effect the purpose of the parties and this CONTRACT. EE. Authority: The parties to this CONTRACT represent and warrant that this CONTRACT has been duly authorized and executed and constitutes the legally binding obligation of their respective organization or entity, enforceable in accordance with its terms. FF. Limitation on Damages and Actions: • 0 Page 10 of 21 (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. Scope of Contract C� C Page 11 of 21 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, Stibiect 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. Proiect Manager, CITY 0 Page 12 of 21 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 Manaper, 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. 11. Precedence Page 13 of 21 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. OwNERSHH' 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 0 0 Page 14 of 21 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 Aga 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 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' 0 0 Page 15 of 21 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 CTTY 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 Page 16 of 21 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 ternrinated 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 0 870 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. NewsAnformation Release 0 Page 17 of 21 DC agrees that it will not issue any news releases in connection with either the award of this CONTRACT or any subsequent amendment of or effort under this CONTRACT without first obtaining review and written approval of said news releases from CITY through the CITY's project manager. 22. Security- Police Facilitv Background checks: All DC personnel to be employed in performance of Services under this CONTRACT may be subject to background checks and clearance prior to working in a Police facility. DC shall prepare and submit an information form to the CITY's Project Manager for all persons who will be working or who will need access to the facility. These information forms shall be submitted at least five CITY working days prior to the start of work on the CONTRACT or prior to the use of any person subsequent to DC'S start of work. These information forms will be provided by CITY's Project Manager upon request and will be screened by CITY's Police Department. These information forms shall be thorough, accurate, and complete. Omissions or false statements, regardless of the nature or magnitude, may be grounds for denying clearance. No person shall work in a police facility under this CONTRACT who has not received prior clearance from the CITY's Police Department. Neither CITY, nor the Police Department need give a reason clearance is denied. CITY shall be solely liable for the performance of such checks and the use of information garnered from such checks as set forth herein. CITY shall (i) use information from such checks solely for the purposes of approving DC personnel and subcontractors to provide Services hereunder, (ii) shall not disclose information from such checks to any third party, and (iii) shall indemnify DC and its partners, principals, directors, officers, employees, agents and subcontractors against all liability and claims arising out of the improper use and reporting of information obtained from such checks. Performance Requirements: DC'S employees shall not smoke or use profanity or other inappropriate language while on site. DC'S employees shall not enter the facility while under the influence of alcohol, drugs or other intoxicants and shall not have such materials in their possession. DC employees shall cooperate with the reasonable requests of CITY regarding facility security. 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 0 0 Page 18 of 21 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. APPRO AS TO FORM: U' Robin C auson, Assistant City Attorney for the City of Newport Beach ATTEST: B A, X" LaVonne Harkless c i'l cl>� pmetpol CITY OF NEWPORT BEACH, A Munyicipp Corporation By: !t` -i�i� , Homer B u, City Manager CONSULTANT: Deloitte Consulting (L'L /P' j By: �1. W.�i Name: & esgr E. W CT'z" C�k P# 14c PAK- 0 P 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 C1TY's Purchasing Division to assist in the development of procurement strategies in regards to the Scope of Work for the RFP. • Complete the Scope of Work with all specification for the RFP document. The Scope of Work will be presented to the ILJ Steering Committee for review and approval. • A set of standards for supporting the integration application must be compiled and published. Agencies that participate can use these standards to define the input and output requirements of systems that may be procured in future months. These standards will also serve as a baseline set of requirements for discussions with RMS and CMS vendors as to how interfaces are to be procured. • Participate in a Pre - Proposal Bidder Conference to answer technical questions in regards to the Scope of Work. DC will also be available to respond to technical questions throughout the procurement period. • Conduct a technical and financial evaluation of the proposals submitted by vendors and present the results of the evaluation with a recommendation. 0 E 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 • Attachment C Deloitte Consulting 2868 Prospect Park Drive Sacramento. CA 95670 Telephone: +1.916.2883000 Facsimile: +1.916.2BB.3131 m vr.dc.wm 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. Chief Bob McDonell Augus119, 2002 Page 2of6 • Probatlan Contact Information Probatiorrer Status FI Cartls Tertns of Probation Indtlent Information Investigative Cltyl0latrlct Attomey Analysis Case Status Teal Lew EnfaKemeM - PKbdbrrn CMS RMS 1 Law /'( .�,I / �`d° 1 c"Y Enforcement I ' / 1 I�I Anomay RMS3 CMS Law RMS Enf X RMS Trigger 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, 2802 Page 3 of 6 • • RMal W 7 Task ---1ERMSn Fxbaot RMS date & Upload Inception During the opening week of the phase, we will refine the project plan and in Operational Dale Store Operational oats store (can be istdbuled) 1 V equests for Dale and Meetings & Analysis Web uery Repository 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. Duration Task Description 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 will access and manage data from such diverse sources. 2 Develop the The procurement strategy will be addressed in two parts. Early in the Procurement Strategy project several days will be spent working with members of the Sizing Committee to identify otential candidates and examining the like) 1 0 Chief Bob McDonell August 19, 2002 Page 4 of 6 Schedule We believe that we can complete this assignment, up to the handoff of the RFP and technical specifications to the procurement agency, in approximately 7 weeks. We will then complete the Architecture Standards in an additional 3 weeks. The timing of the evaluation phase is dependent on the issuance of the RFP and the procurement schedule used by the selected procurement agency. We are prepared to return and undertake the evaluation whenever the submission of responses occurs but assume that the submission would occur within 16 weeks of handoff of the RFP to the procurement agency. The schedule is, of course, heavily dependent on the personnel from the involved agencies participating actively in meetings and workshops, and timely response to requests for information. We also expect that the County will review documents in a timely fashion and turn them around to the consulting team within 5 business days of issue. The schedule for the project is presented in the following diagram. 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 pro 'ects 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 authority 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 Schedule We believe that we can complete this assignment, up to the handoff of the RFP and technical specifications to the procurement agency, in approximately 7 weeks. We will then complete the Architecture Standards in an additional 3 weeks. The timing of the evaluation phase is dependent on the issuance of the RFP and the procurement schedule used by the selected procurement agency. We are prepared to return and undertake the evaluation whenever the submission of responses occurs but assume that the submission would occur within 16 weeks of handoff of the RFP to the procurement agency. The schedule is, of course, heavily dependent on the personnel from the involved agencies participating actively in meetings and workshops, and timely response to requests for information. We also expect that the County will review documents in a timely fashion and turn them around to the consulting team within 5 business days of issue. The schedule for the project is presented in the following diagram. 0 9 Chief Bob MCDonell August 19, 2002 Page 5 of 6 kf N ..0 b .. 1 InraptivlaMWaa9 P,eN� wa2002 %1320D2 6tl 2 Y. ..panel bleaega 91152002 82012002 5d .. � Prw.oromen5lrsxgY 9231= 9 12002 34 4 De "SPawndtians RFP 02s2 10H/2002 10d 5 S dRFP IW10P1002 1p9W2002 Od .• Renew Pakd 1011N M 1W162002 Sd :J RBNap 1W17l2= 1W212002 3d a He^dwe.m PNCerm 102120(8 101222002 od y� OaiedP lnt"Lg S=d.& IW1N2002 10232012 100 P,aowe Ail uwgY 1Dp V'= 10252002 2d 11 Pro .N Agency Pnkcn 10222002 111< 2 10d 12 Pm "NPedod 1U520D2 112am 20tl )49;. Ewwsbn MAIM 12116.2= 101 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 Sheriff's Department information technology personnel and their contractor, CDL Costs and Payment Schedule We are prepared to undertake the work outlined in the scope of work section at a cost of $220,000. This fee includes all travel and incidental costs for the project team. We propose a payment schedule as follows: Milestone 1 —Completion of Requirements Workshop $50,000 Milestone 2 - Publish Specifications and Framework RFP document $100,000 Milestone 3 - Publish Architecture Standards $50,000 Final Payment — RFP Evaluation Complete $20,000 As the duration of the procurement task is out of our control, we do not anticipate any holdbacks will be applicable on progress payments. 0 0 Chief Bob McDonell August 19, 2002 Page 6 of 6 We are not sure of the contracting vehicle that will be used for this project, but have attached a copy of our standard agreement to this scope of work. We can certainly use it, or it can be used for informational purposes as we compile a specific agreement. Conclusion Thank you again, for the opportunity to submit this revised scope of work. We look forward to participating in this exciting and important initiative with you. We would be pleased to discuss any aspects of this document or discuss any other ways that we can help. 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