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HomeMy WebLinkAboutORION - 2001-05-07 CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/ REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH DATE: May 10, 2001 TO: ORION Scientific Systems ATTENTION: Edward S. Heyman, V.P. Name 19800 Mac Arthur Blvd. ,: Suite 480 DEPARTMENT: Street Irvine, CA 92612 REGARDING: ORION CABS License City,State,Zip Agreement See Attached Action Agenda Item E-14 Date of Approval 5-7-01 Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Remarks: Connie Brockway City Clerk Attachments: Action Agenda Page x Agreement x Bonds Insurance x RCA Deed Other CC: R. Lowenberg Police x x x Name Department RCA Agreement Insurance Other S.* Krone—Schmidt Police x x x Name Department RCA Agreement Insurance Other G. Dove Police x x x Name Department RCA Agreement Insurance Other Name Department RCA Agreement Insurance Other C. Mendoza x x x Risk Management Dept. Insurance (Telephone:714-536.5227) CITY OF HUNTINGTON BEA ay)a _ G. P� *IWE S. 1�1�-Sd)lrlbl" MEETING DATE: May 7, 2001 DEPARTMENT UMBER: PD-01-001 Council/Agency Meeting Held: 07— 81^0 Deferred/Continued to: �Ap roved ❑ Condit' ally Approved ❑ Denied ��_ it ler ' Signature Council Meeting Date: May 7, 2001 Department ID Number: PD-01-001 CITY OF HUNTINGTON BEACH REQUEST FOR ACTION � Z ej z SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS -` -'`-'-'� z.�.Cr� SUBMITTED BY: RAY SILVER, City Administratoro2W rn-, PREPARED BY: RONALD LOWENBERG, Chief of Police _ c7) SUBJECT: Approve the Contract with Orion Scientific for a Jail Booking System Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attachment(s) Statement of Issue: The Huntington Beach Police Department operates a full service jail . Since 1996 we have used an automated booking system in order to reduce the amount of time an officer utilizes to book a detainee. Since 1998, the jail booking system began failing due to old technology and the inability to interface live scan fingerprinting with the County Sheriff's Database. A new booking system will allow us to interface with many automated systems, decrease the amount of time.an officer uses to book a detainee, allow us to use the live scan fingerprinting system and tie us directly to the Department of Justice records. Eventually, it will allow a field officer to access the jail database from their patrol car. Funding Source: Expenses are budgeted in the Supplemental Law Enforcement Safety Fund 96/97, account number 81870101 and COPS 98, account number 83070101 in the amount not to exceed $228,000. Recommended Action: 1. Approve and authorize the Mayor and City Clerk to execute the contract between the City of Huntington Beach and Orion Scientific Corporation. 2. Authorize the Police Chief to expend up to $228,000, with $203,030 for software, labor and hardware costs, plus 12% contingency. Alternative Action(s): 1. Do not approve and authorize the Mayor and City Clerk to execute the contract between the City of Huntington Beach and Orion Scientific Corporation and direct staff accordingly. RCA Contract with Orion Scientific -2- 4126101 11:16 AM , REQUEST FOR ACTION MEETING DATE: May 7, 2001 DEPARTMENT ID NUMBER: PD-01-001 Analysis: For several years the police department has used an automated jail booking system. This system was tied into the Orange County Sheriff Department's database. In 1998, the existing system began experiencing technical difficulties due to the inability to update the software. In 1999, the Huntington Beach Police Jail received a live scan fingerprint machine. In 2000, the jail received a second live scan machine. These machines were received through a State Department of Justice Grant. In order to use these machines, it is necessary to purchase an updated automated booking system. With the new software, detainees' fingerprints will be scanned and directly linked to a statewide Department of Justice fingerprint system. This will allow for immediate identification of detainees. The automated system will also allow field officers to fill out necessary booking paperwork via their Mobile Data Computers through a future interface project, thereby reducing the amount of time spent inside the station. Currently, three other cities in Orange County use the Orion System, with a fourth coming on-line soon. The Huntington Beach Police Department would be the fifth city within Orange County to use Orion's software. Eventually, this software will allow us access a central arrestee database throughout Orange County. The costs associated with this contract are as follows and are shown on Exhibit B. of Attachment 1. Software $117.,500 Labor $ 57,300 Hardware 28,236 Sub -Total $203,036 12% Contingency $ 24,964 Total $228,000 Environmental Status: None Attachment(s): City Clerk's Page Number No. Description _............. ................... ..................... . .................... 1 Contract with Orion Scientific 2 Certificate of Liability Insurance RCA Author: Shawna Krone-Schmidt/Guy Dove RCA Contract with Orion Scientific -3- 4/26/01 11:16 AM ATTACHMENT # 1 ORION Scientific Systems 19800 MacArthur Blvd., Suite 480 Irvine, California 92612 www.orionsei.com ORION CABSTMLICENSE AGREEMENT ORION Scientific Systems,a California Corporation,Licensor(hereinafter ORION)and the City of Huntington Beach,a municipal corporation of the State of California,on behalf of the Huntington Beach Police Department(hereinafter Customer)understand and agree as follows: 1. Grant of License. ORION hereby grants to Customer a non-exclusive and non-transferable license to use the Licensed Software. As used herein,the Licensed Software(comprising Imagis CABS,referred to hereafter as, "System")is defined as the computer programs and documentation related thereto and set forth and specifically listed on Attachment A. The term of this license shall be as set forth in Clause 4 hereof unless sooner terminated as provided herein,and Customer's use of the System shall be limited as provided in Clauses 2 and 3 of this license agreement. 2. Limitations on Use. (a)Single CPU. Customer shall use System only upon the Central Processing Unit specified by serial number in Attachment A(hereinafter the Designated CPU)unless the Designated CPU is inoperative because of (i) malfunction, (ii) performance of maintenance,or (iii) modification to the Designated CPU; in such event,Customer may use System on a backup or substitute CPU while the Designated CPU is inoperative. (b)Uses Authorized. Customer shall use System only for the purposes authorized for the User Group as defined in this Clause 2(b),but only if such User Group is shown on Attachment A. (i) User Group. Customer may use System only for the processing of data for its own internal use. A license for the User Group does not permit Customer to use System to furnish data processing services to any person, firm,organization,government or other entity other than Customer. (c)Number of Users. The Designated CPU may be accessed by a maximum of sixty(60)concurrent users via a single Local or Wide Area Network(L/WAN). System shall not be used to support more than the number of users designated in Attachment A for the Designated CPU. Customer shall use System only upon the terminals specified by serial number in Attachment A(hereinafter the Designated Terminals)unless a Designated Terminal is inoperative because of: (i)Malfunction, (ii)Performance of maintenance,or (iii)Modification to a Designated Terminal; in such event,Customer may use System on a backup or substitute terminal while a Designated Terminal is inoperative. 3. Limitations on Copying,Reproduction and Disclosure. (a)No Transfer of Title. System is the property of Imagis Cascade and or ORLON Scientific Systems, and no title or ownership of Imagis CABS or any of its parts including documentation, is transferred to Customer. Customer may use System,subject,however,to all laws protecting trade secrets,know-how and the like. (b)Backup Copies. Except for a reasonable number of backup copies,Customer shall not duplicate System onto any media,including,without limitation,paper,magnetic tape,paper tape,magnetic or optical disk or electronic memory. Each and every copy shall be prominently labeled with the following copyright notice: "©ORION Scientific Systems, 1999-2001. Copy made by permission of ORION Scientific Systems and Imagis Cascade." • • (c)Nondisclosure;Confidentiality Agreement. Customer agrees not to publish or disclose to any third party, except to employees of Customer with a legitimate need to know and who have executed a nondisclosure agreement with ORION,any information which is confidential or proprietary to ORION and is so designated by appropriate labels or by written notice from ORION. (d)Trade Secrets. Customer shall not reverse,assemble,or decompile System in whole or in part. Customer shall keep confidential the contents of System,which includes trade secrets,and this obligation shall survive termination of this License Agreement. (e)Development. Customer shall not permit its employees or any other person under its direct or indirect control to write,develop,produce,sell,or license any software that performs the same functions as System. (f)ORION's Remedies. Customer agrees that any violation of this or any other agreement covering nondisclosure of ORION's confidential,proprietary information or publication or any unauthorized disclosure of ORION's confidential,proprietary information shall constitute a violation of the terms and conditions of this license. Customer acknowledges that it is the responsibility of Customer to take all reasonable measures to safeguard System to prevent its unauthorized use. By its use of System,Customer acknowledges that violations of the terms hereof shall cause ORION irreparable damage for which monetary damages may be inadequate,and Customer agrees that ORION may seek injunctive relief. 4. License Term and Charges. The effective date of this agreement(that is,license for System) shall be the date ORION,or it's agent, completes the installation of the System. The basic fee paid upon the effective date of the license for System shall entitle Customer to the use of System for a period of three hundred sixty (360)days,thereafter,subject to termination as otherwise provided herein. ORION shall invoice Customer for the full basic license fee,immediately upon completion of the installation of System. Said fee,not to exceed the amount of$228,000,is due and payable at the time of completion of said installation. Any payment not made within thirty days of the invoice date shall bear interest at the rate of 1 1/2% per month or fraction thereof,or the maximum rate allowed under California law,whichever is greater,from the date payment is due until the date payment is received by ORION. Thereafter,ORION will extend annual renewable licenses for System,entitling Customer to the use of System for a period of twelve months,subject to termination as otherwise provided herein. The fee for the first renewal year shall be$23,500(see Attachment B). Said renewal shall entitle Customer to receive all software upgrades released for general distribution by ORION during the term of the license renewal. Any payment not made with thirty days of the invoice date shall bear interest at the rate of 1.5%per month or fraction thereof,or the maximum rate allowed under California law,whichever is greater,from the date payment is due until the date payment is received by ORION. 5. Termination of License. (a) By Customer. Customer may terminate the license for System at any time for any reason. (b)By ORION. ORION may terminate the license for System if Customer fails to comply with its license obligations herein and does not cure such failure within 10 business days after receipt of notice from ORION. (c)Return of Software. Within 15 business days following the termination of the license for System, Customer shall return such software to ORION. (d)Systems Software. The parties hereto agree that the systems software licensed herein is a unique and valuable asset of ORION and is licensed for use only with the Designated CPU shown on Attachment A. Upon the sale or other disposition by Customer of the Designated CPU,the license for such systems software shall automatically terminate,effective upon the transfer of the Designated CPU,and Customer shall thereupon take the steps set forth in Clause 5(c)with respect to such systems software. 2 6. Warranty and Limitations. (a)Limited Warranty. ORION warrants that when shipped to Customer,System will be free of defects in manufacture or material. If System is installed by ORION,ORION further warrants that System shall remain free of defects in manufacture or material for a period of 90 days from the date of installation. This warranty does not apply to defects that arise out of accident,neglect,misuse,poor telephone circuits,failure of electric power,air conditioning, humidity control,equipment failure,or causes other than ordinary use or causes beyond ORION's control. (b)Customer's Responsibilities. Customer agrees that it is responsible for the management and operation of System and for determining that System will meet its requirements and will operate in combinations selected by Customer. Customer acknowledges it is solely responsible to secure the rights and permissions from any third party necessary to interface any third party systems or software. (c)Limitation of Remedy. The total liability of ORION for breach of any warranty shall be limited to a replacement of the defective item of System. (d)Disclaimer. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL WARRANTIES,EXPRESS OR IMPLIED,INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS,AND IN LIEU OF ALL OBLIGATIONS AND LIABILITIES ON THE PART OF ORION FOR DAMAGES INCLUDING,BUT NOT LIMITED TO,INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF SYSTEM,OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE,DATA OR PROFITS,ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF SYSTEM,WHETHER IN A CONTRACT OR TORT ACTION,INCLUDING NEGLIGENCE,EVEN IF ORION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. (e)Title. ORION warrants that it has title to System and has full right to license System. ORION will defend at its expense any action brought against Customer based on allegation that System infringes a United States copyright, provided Customer promptly notifies ORION in writing of any such action or allegation of infringement and provided further that ORION shall have sole control of the defense of such action and all negotiations for its settlement or compromise. If a final injunction shall be obtained against Customer's use of System by reason of such infringement,or if in ORION's opinion System is likely to become the subject of a claim of infringement,ORION will at its option and its expense: (i) procure for Customer the right to continue to use the software;or (ii) replace or modify System so that it becomes non-infringing;or (iii)if(i)and(ii)are not in ORION's opinion feasible,terminate this license agreement. ORION shall have no liability to Customer under this Clause 6(e)if any infringement or allegation thereof is based upon Customer's use of System in combination with any hardware or software not furnished by ORION or if the software is used in a manner for which it is not designed. The foregoing states ORION's entire liability with respect to infringement of copyrights by any software or by their operation. 7. Assignments. Customer's rights in and to System arising out of this agreement may not be assigned,licensed,or otherwise transferred voluntarily,by operation of law,or otherwise,without ORION's prior written consent. 8. Change Orders. To simplify the ordering procedure and making administrative changes under this agreement, Customer and ORION agree to use ORION's Licensee Order Form for ordering additional software,for terminating a license for software,for changing the location of any Designated CPU,and for changing administrative information,such as notification addresses and invoicing instructions. Licensee Order Forms signed and submitted by Customer are subject to the terms and conditions of this agreement and acceptance by ORION. 3 Customer agrees to submit such forms to ORION's address for written communications as specified at the end of this agreement. ORION agrees to return a copy of accepted forms to Customer,and the parties agree that each form is and shall be considered to be an Amendment to this agreement. 9. General Provisions. (a) Entire Contract Clause. This document sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges all prior discussions between them,and neither of the parties shall be bound by any conditions,definitions,warranties,understandings or representations with respect to such subject matter other than as expressly provided herein,or in any prior existing written agreement between the parties,or as duly set forth on or subsequent to the effective date hereof in writing and signed by a proper and duly authorized representative of the party to be bound thereby. No provision appearing on any form originated by Customer shall be applicable unless ORION expressly accepts such provision in writing. (b) Governing Law.This Agreement shall be deemed to have been executed and entered into in the State of California,and shall be construed,performed,and enforced in all respects in accordance with the laws and rules of the State of California. (c) Force Maj eure. ORION shall not be liable to Customer for any delay or failure by ORION to perform its obligations under this agreement or otherwise if such delay or failure arises from any cause or causes beyond the reasonable control of ORION,including but not limited to labor disputes,strikes,other labor or industrial disturbances,acts of God,shortages of materials,rationing,utility or communication failures,acts of war,riots,insurrections,embargoes,regulations or orders of any government,agency,or subdivision thereof,or temporary unavailability of qualified service personnel at ORION's office due to service calls received before Customer's call. (d) Notices. Any payment,statement,notice or request or other communication shall be deemed to be sufficiently given to the addressee and any delivery hereunder deemed made when sent by certified mail addressed to Customer at its office specified(below)in this agreement or to ORION at the address specified (below)in this agreement: Each party to this agreement may change an address relating to it by written notice to the other party. (e) Disputes. Any dispute concerning performance of this Agreement shall be documented by the Customer's designated Project Manager,who shall reduce the decision of Customer to writing and serve a copy to ORION. The Customer's decision shall not be final or binding unless it is agreed to in writing by ORION. Within thirty(30)Calendar days of receiving the Project Manager's decisions,ORION shall notify the Customer whether or not ORION agrees with the decision. If ORION does not provide notification to Customer,or if ORION provides notice that ORION does not agree with the decision,then ORION and Customer shall informally meet and make a good faith attempt to resolve the issue. If agreement cannot be reached,the parties may pursue any other available remedies,subject to the terms and conditions of the Agreement. (f) Attorneys'Fees. In the event suit is brought by either party to enforce the terms and provisions of this agreement or to secure the performance hereof,each party shall bear its own attorney's fees. (g) Non Waiver Clause. A waiver of a breach or default under this agreement shall not be a waiver of any subsequent default. Failure of either party to enforce compliance with any term or condition of this agreement shall not constitute a waiver of such term or condition. (h) Severability Clause. If any provision or-provisions of this agreement shall be held to be invalid,illegal or unenforceable,the validity,legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (i) Audit Clause. In furtherance of any and all of ORION's rights under this agreement,ORION may,at its expense and without notice to Customer,but during Customer's regular business hours,enter upon Customer's premises to audit the number of copies made under this License and Customer's compliance with the other provisions of this agreement. 4 (j) City Staff Assistance. CITY shall assign a staff coordinator to work directly with ORION in the performance of this Agreement. (k) Time Of Performance. Time is of the essence of this Agreement.ORION services are to commence as soon as practicable after the execution of this Agreement and all tasks specified in Exhibit"A"shall be completed no later than ninety(90)days from the date of this Agreement.These times may be extended with the written permission of the Customer.The time for performance of the tasks identified in Exhibit "A"are generally to be shown in the Scope of Services on the Work Program/Project Schedule.This schedule may be amended if mutually agreed by the Customer and ORION. (1) Extra Work. In the event Customer requires additional services not included in Exhibit"A."or changes in the scope of services described in Exhibit"A,"ORION will undertake such work after receiving written authorization from Customer. Additional compensation for such extra work shall be allowed only if the prior written approval of Customer is obtained. (m) Method Of Payment a. ORION shall be entitled to progress payments toward the fixed fee set forth herein in accordance with the progress and payment schedules set forth in Exhibit"A." b. Delivery of work product:A copy of every technical memo and report prepared by ORION shall be submitted to the Customer to demonstrate progress toward completion of tasks. In the event Customer rejects or has comments on any such product,Customer shall identify specific requirements for Satisfactory completion.Any such product which Customer has not formally accepted or rejected shall be deemed accepted. c. ORION shall submit to Customer an invoice for each progress payment due. Such invoice shall: i. Reference this Agreement; ii. Describe the services performed; iii. Show the total amount of the payment due; iv. Include a certification by a principal member of the OIRON firm that the work has been performed in accordance with the provisions of this Agreement. d. Upon submission of any such invoice,if Customer is satisfied that ORION is making satisfactory progress toward completion of tasks in accordance with this Agreement,Customer shall promptly approve the invoice,in which event payment shall be made within thirty(30)days of receipt of the invoice by Customer. Such approval shall not be unreasonably withheld. If Customer does not approve an invoice,Customer shall notify ORION in writing of the reasons for non-approval, within seven(7)calendar days of receipt of the invoice,and the schedule of performance set forth in Exhibit"A"shall be suspended until the parties agree that past performance by ORION is in,or has been brought into compliance;or until this Agreement is terminated as provided herein. e. ORION shall separately invoice Customer for any billings for extra work or additional services authorized by Customer. Such invoice shall contain all of the information required above,and in addition shall list the hours expended and hourly rate charged for such time. Customer shall approve such invoices if the work performed is in accordance with the extra work or additional services requested,and if Customer is satisfied that the statement of hours worked and costs incurred is accurate. Such approval shall not be reasonably withheld. . f. Any dispute between the parties concerning payment of such an invoice shall be treated as separate and apart from the ongoing performance of the remainder of this Agreement. (n) Indemnification And Hold Harmless.ORION hereby agrees to indemnify defend,and hold and save harmless Customer,its officers and employees from any and all liability,including any claim of liability and any and all losses or costs arising out of the negligent performance of this Agreement by ORION,its officers or employees. 5 • (o) Workers Compensation. ORION shall comply with all of the provisions of the Workers Compensation Insurance and Safety Acts of the State of California,the applicable provisions of the California Labor Code and all amendments thereto and all similar state or federal acts or laws applicable;and shall indemnify, defend and hold harmless Customer from and against all claims,demands,payments,suits,actions, proceedings and judgments of every nature and description,including attorney fees and costs presented, brought or recovered against Customer,for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by ORION under this Agreement.ORION shall obtain and furnish evidence to Customer of maintenance of statutory workers compensation insurance and employers liability in an amount of not less than$100,000 bodily injury by accident,each occurrence, $100,000 bodily injury by disease,each employee,and$250,000 bodily injury by disease,policy limit. (p) Insurance. In addition to the workers compensation insurance and CONSULTANT's covenant to indemnify CITY,CONSULTANT shall obtain and furnish to CITY the following insurance policies covering the PROJECT: a. General Liability Insurance.A policy of general public liability insurance,including motor vehicle coverage said policy shall indemnify ORION,its officers,agents and employees,while acting within the scope of their duties,against any and all claims of arising out of or in connection with the PROJECT,and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage,including products/completed operations liability and blanket contractual liability,of$1,000,000 per occurrence.If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than $1,000,000. Said policy shall name Customer,its officers,and employees as Additional Insured, and shall specifically provide that any other insurance coverage which may be applicable to the PROJECT shall be deemed excess coverage and that ORION's insurance shall be primary.Under no circumstances shall said above-mentioned insurance contain a self-insured retention,or a "deductible"or any other similar form of limitation on the required coverage. (q) Certificates of insurance.Additional Insured Endorsements Prior to commencing performance of the work hereunder,ORION shall furnish to Customer certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement;said certificates shall: a. provide the name and policy number of each carrier and policy; b. shall state that the policy is currently in force; c. shall promise to provide that such policies will not be canceled or modified without thirty(30) days,prior written notice of Customer; d. and shall state as follows: "The above detailed coverage is not subject to any deductible or self- insured retention,or any other form of similar type limitation." e. ORION shall maintain the foregoing insurance coverages in force until the Work under this Agreement is fully completed and accepted by Customer. f. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of Customer by ORION under the Agreement. Customer or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance.ORION shall pay,in a prompt and timely manner,the premiums on all insurance hereinabove required. (r) Independent Contractor. ORION is,and shall be,acting at all times in the performance of this Agreement as an independent contractor.ORION shall secure at its expense,and be responsible for any and all payment of all taxes,social security,state disability insurance compensation,unemployment compensation and other payroll deductions for ORION and its officers,agents and employees and all business licenses,if any,in connection with the services to be performed hereunder. 6 i • (s) City Employees And Officials. ORION shall employ neither Customer official nor any regular Customer employee in the work performed pursuant to this Agreement.No officer or employee of Customer shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. (t) NOTICES. Any notice or special instructions required to be given in writing under this Agreement shall be given either by personal delivery to ORION agent(as designated in Section I hereinabove)or to Customer's agent as the situation shall warrant,or by enclosing the same in a sealed envelope,postage prepaid,and depositing the same in the United States Postal Service,addressed as follows: TO Customer: TO ORION: City of Huntington Beach 19800 MacArthur Blvd 2000 Main Street Suite 480 Huntington Beach,CA 92648 Irvine,California 92620 ATTN: Guy Dove or Jim Moore Edward S. Heyman,VP (u) Immigration. ORION shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall,in particular,comply with the provisions of the United States Code regarding employment verification. (v) Legal Services.Subcontracting Prohibited. OIRON and Customer agree that Customer is not liable for payment of any subcontractor work involving legal services,and that such legal services arc expressly outside the scope of services contemplated hereunder.ORION understands that pursuant to Huntington Beach City Charter Section 309,the City Attorney is the exclusive legal counsel for Customer;and Customer shall not be liable for payment of any legal services expenses incurred by ORION. (w) Amendments. This Agreement may be amended,provided such amendments are put in writing and signed by both parties. 7 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized offices the day,month and year first above written. 4Ed ci ntific Syste CITY OF HUNTINGTON BEACH, a orni Corporatio municipal corporation of the State of California: S. Heyman ��sident,and Chief Financial Officer Mayor. ATT ST: By: ,. ElizabetffConley - Controller City Clerk APPROVED AS TO FORM: REVIEWED AND APPROVED City orney t�yg 1 Cit dministrator ZZE;DNAPPR D: 1ef of Po-li-7fi- 1 8 ATTACHMENT A System license number: 0lyyyyyyx-40 System Program Description: (1) System, Binaries, 60 User License 9 EXHIBIT A PROJECT ASSIGNMENT A. Scope and nature of services to be performed ("Services"),tangible deliverables to be provided ("Deliverables"): 1. Integrate, install, and deliver Software to Department. 2. Perform Staging at Department 3. Provide Telephone Support to Department. 4. Provide Maintenance to Software. 5. Provide On-site Conversion Analysis B. Designated Persons: Client Contract Representative: Guy Dove (tel)714 536-5674 Company Contract Representative: Edward S. Heyman (tel) 949 261-0226 x27 Company Technical Representative: Karma Temple (tel) 916 366-4646 Client Technical Representative: Jim Moore (tel)714 536-5943 Company Project Manager: Eric Zidenberg (tel) 916 366-4646 C. Milestone Schedule Services Milestone 1. Contract Signing 0 DAC 2. Perform On-Site Analysis 90 DAC 3. Stage and Install System 90 DAC 4. Perform Training 90 DAC 5. Acceptance 90 DAC 10 EXHIBIT B FEES Software License CABS Capture and Retrieval SITE License-includes 1 CABS Capture Station,CABS View Module,Staff-ID Employee ID Module 1 @ $34,500 $34,500 CABS ID-2000 SITE License 1 @ $31,500 $31,500 CABS Non-Offender Site License 1 @ $10,500 $10,500 CABS Cruiser-CABS License for Mobile users 60 @ $600 $36,000 Interface to NEC Livescan 1 @ $5,000 $5,000 ..:.:; �T'qT.L.�QF. �±kk��..C�,1.E�t+1."S ,,.... V2 ff . .,. »� Labor Costs Staging Server 9 9 1 @ $5,000 $5,000 Implement Server 1 @ $5,000 $5,000 Data Conversion 1 @ $10,000 $10,000 Train the Trainers 1 @ $5,000 $5,000 System Administrator Training 1 @ $5,000 $5,000 7/24 Telephone Support Contract,per year(includes all major and minor upgrades plus toll free support 7 days a week/24 hours per . day) 1 @ $23,500/year $23,500 Travel/Expenses 2 weeks @ $1,900/week $3,800 8A.S. It ,,,:. h :> r IR ( .::..:J.:»...........:r.::...........';;::::isil.'...::....:.:::...:.:::::.::::':::.. .........' ,.w.vn,::«nyJ..>:, «:v w :». ... rL"::`:<n:<:::<:.`:>.wvp:Y:Fn.:nui:::!::?:::i•.:::i••:v..::r:::....::.r:..::'^`:.'^':`:mw..:.,..,l... , i,.::�"� [Nl�k <a�1t..�..........n.._.�...In :Its+r�dwa............,,. ........._:. >.................................J.:......:........... <.::,:::::::::::::::::::.:::.f.<.::>�....:............................. .......,...,.....,.. 11 Hardware/Software (sample configuration)* Dell PowerEdge 2400 1 7,839 7,839 Pentium III 733MHz w/256KB Cache Dual 733MHz Processors 1GB RAM 4 Bay Hot-pluggable Backplane PERC 2 RAID Controller RAID 5 Hard Drive Configuration 3-36GB SCSI 7200 Hard Drives 2 Intel Pro 100+PCI Ethernet NIC 12/24GB DDS-3 Tape Backup Dell 15"Monitor Windows NT Server 4.0 or Windows 2000 w 5 client license 1 822 822 SQL Server 2000 per.processor 2 5,000 10,000 Cold Fusion 4.5 Professional for Windows 1 1,425 1,425 Hitachi VK-C77U Camera and AC adapter 1 1,075 1,075 Manfrotto Joystick for Camera 1 94 94 Integral Flashpoint 3D pro capture card and cable 1 815 815 3 Point lighting kit 2 1,350 2,700 Materials Handling 3,468 ;. l>:::::::>!:::>::::>::> Annual Recurring Fees begins 2nd year Annual License Fees&support 1 @ $23,500 $23,500 '$etI 12 EXHIBIT C INSPECTION AND ACCEPTANCE PROCESS Upon completion of the milestones as described in Exhibits A and B, Company shall notify Department in writing of such completion ("Notice"). Upon completion of milestone two, the Department shall send a representative to the Company site at Department's sole expense to perform a "code review" of the custom work. The Department shall have ten (10) calendar days to notify Company in writing of any issues requiring corrective action by the Company. In the event that the Department issues no such notification, Products and Services will be deemed accepted by the Department. Upon completion of the last milestone ("Acceptance"), Company shall notify the Department in writing of such completion("Notice"). Department shall have ten(10) calendar days (the "Acceptance Period") from receipt of Notice to determine whether the completed Products and Services conform to the Acceptance Criteria. Upon expiration of the Acceptance Period, the completed Products and Services shall be deemed accepted by Department unless Company has received from Department prior to the expiration of the Acceptance Period either (i) a written statement detailing any nonconformance ("Notice of Nonconformance") or (ii) any communication indicating that such Products and Services are accepted. If Company receives a Notice of Nonconformance during the Acceptance Period, the Acceptance period shall be suspended and Company shall perform such. Services or correct, modify or provide substitute Products, at Company's sole option and at no cost to Department, to remedy such nonconformance. Upon delivery of the corrected or replacement Products and Services, the Acceptance period shall recommence. If deficiencies continue to be documented by the Department, the Department may: a. Terminate the contract; b. Extend the Acceptance Period; or c. Accept the Services and Deliverables at their current level of performance. If the Department accepts the Products and Services. at their then current level of performance, the Department may submit to the Company an equitable adjustment to the fees shown in Exhibit B. •The Company may accept or reject the adjusted fee submitted by the Department. In the event that the Company rejects the Department's adjusted fee, the Agreement shall be terminated, the Department shall return all Products and the Department shall be liable for no additional fees. 13 ATTACHMENT #2 AP1R-26-01 11 :28 FROM: ID=3105421803 PAGE 2/3 AC11RD� CERTIFI E OF LIABILITY INS NC�R1500C= DATE 04/25/01 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATfON ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Dodge Warren & Peters-Torrance HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR 3625 Del Amo Blvd., #300 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Torrance CA 90503- Phone:310-542-4370 Fax:310-542-1803 INSURERS AFFORDING COVERAGE INSURED INSURER A. Transcontinental Insurance INSURER B' Continental Casualty Company - Orion Scientific Systems, Inc. INSURERC: National Fire Insurance Co. of 19800 MacArthur Blvd., Ste 480 INSURER 0: Irvine CA 92715-2431 INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REOUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE!NSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. rA TYPE OF INSURANCE POLICY NUMBER DATE MOD DATE MWCY EFFECTIVE! DD N LIMITS GENERALLIAAILITY I EACH OCCURRENCE 51,000,000 X COMMERGAL GENERAL LIABILITY C2025375629 05/24/00 I OS/24/01 FIRE DAMAGE(Any on*Nc) IS3.00,000 CLAIMS MADE X OCCUR MED EXP(Anyone per9an) 9 10,0 0 o y�1�� PERSONAL SAOVINJURY S1,000,000 APPROVED AS TO 08�a'Y1: GENERAL AGGREGATE S1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GALL HU 1 1 ON,Cfty Attorney PRODUCTS'can^P/oP AGG S1,000,000 POLICY 71 JET F7 LOC L,; * �I�, AUTOMOBILE LIABILITY Robert J. beetle ♦y�� (COMA EEDDISINGLELIMIT S1,000,000 ANY AUTO Special Counsel k���t ALL OWNED AUTOS BODILY INJURY S SCHEDULED AUTOS (Per perwn) B X HIRED AUTOS B2C25375677 05/24/00 05/24/01 BODILY INJURY S B X NON-OWNED AUTOS B2025375677 ; 05/24/00 05/24/01 (Perecade 1) PROPERTY DAMAGE S (Per Secideeq GARAGE LIABILITY- AUTO ONLY-EA ACCIDENT j S ANY AUTO - OTHER THAN EA ACC 1 S AUTO ONLY: AGG S EXCESS LIABILITY - EACH OCCURRENCE S1,000,000 A IX I OCCUR CLAIMSMADE C2025375808 05/24/00 05/24/01 AGGREGATE 9 1,000,000 S DEDUCTIBLE s X RETENTION $10,000 s WORKERS COMPENSATION AND X TORY LIMITS ER C EMPLOYERS'LIABILITY WC248846900 02/15/01 02/15/02 E.L.EACH AOCIDENT S 1,000,000 EL.DISEASE•EA EMPLOYEE $1,000,000 E.L.DISEASE-POLICY LIMIT S1,000,000 OTHER DESCRIPTION OF OPERAT10NSA OCATIONSNEHICLE.1/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS *10 days notice IF cancelled for nonpayment of premium. Description of Work - Software Development and Training. Additional insured in favor of: The City of Huntington Beach, its officers, officials, employees, agents or volunteers, BVT only as respects operations of insured. This insurance is Primary and non-contributory. See Note Pad Attached. CERTIFICATE HOLDER y I ADDITIONAL INSURED;INSURER LETTER: A CANCELLATION C-HQNTI SNOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXP16AMON City of Hunt ingon 13each DATE THEREOF.THE ISSUING INSURER WILLMISIC014=0 MAIL *DAYS WRTfTEN Risk. Management Division NOTICE TO THE ccFmFICATE HOLDER NAINED TO THE LEFT.BUT FAILURE TO DO SO SHALL Attn: Shawna Kane IMPOSE NO OBLIGATION OR LLABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR 2000 Main Street Huntington Beach, CA 92648 REPRESENTATIVES. AUTHORVED REP T ZU Gregory P ACORD 25S(7/97) TACORD CORP ATI 8 APR-26-2001 12:29 3105421803 95% P.02 i ' APk-26-01 11 :26 FROM: 10: 3105421603 PAGE 3/3 Ask AMNL '::::::::,:;HOLDER C�.. C-HUNTI.::' OR N 'EP�►D. 500C PAGE 3 kNSCfE�EDS NAME.: Orion scs�sitlfic slretems,� _Iac. GSR Lx AATE 04l2510T _ .- - .. Addendum to Certificate - Certificate Holder: City of Huntington Beach. ' ,The above detailed coverage is not subject to any deductible or self-insured retention, or any form of similar type limitation" APPROVED AS TO FORM: GAIL HUTTON,City Attorney BY:Robert I Wheeler �� Special Counsel 1°� APR-26-2001 12:30 3105421803 96% P.03 RCA ROUTING SHEET INITIATING DEPARTMENT: Police Department SUBJECT: Agreement Between the City of Huntington Beach and Orion Scientific COUNCIL MEETING DATE: May 7, 2001 ...... _..... ........ ......... ......... ................... ........ . ......___... ........._ . ........ ........ ...... RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative Araft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) Signed in full by the City Attorney) Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached Financial Impact Statement (Unbudget, over $5,000) Not Applicable Bonds If applicable) Not Applicable Staff Report (If applicable) Not Applicable Commission, Board or Committee Report if applicable) Not Applicable Findings/Conditions for Approval and/or Denial Not Applicable ....................................... ......... ............. __... ..._._ ... ....._ ......................... ......... ........ ......... EXPLANATION FOR MESSIN ATTACHMENTS . REUI'EWEQ RETURNED FORWARDED '' ..... ....... ......... . ...... Administrative Staff ) ( ) Assistant CityAdministrator Initial ) ( City Administrator Initial 01W rCity Clerk 1 ( ) J .. ... -EXPLANATION T TE - SpaceOnly) RCA Author: Shawna Krone-Schmidt/Guy Dove