HomeMy WebLinkAbout09 - Electronic Case Filing InitiativeCITY OF NEWPORT BEACH
CITY COUNCIL_ STAFF REPORT
Agenda Item No. 9
March 27. 2007
TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL
FROM: Police Department
Bob McDonell, CHIEF OF POLICE, 644 -3701, bmcdonell @nbpd.org
SUBJECT: Electronic Case Filing Initiative — Contract Award
RECOMMENDATION:
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 Filing Initiative — Contract Award
March 27, 2007
Page 2
Several members of the Board were asked to par4cipate 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 20 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.
CONCLUSION:
While not the lowest bidder on the RFP,
lowest in the resulting bids. It was the
overall expertise in Orange County and
necessary made them uniquely qualified
other firms.
Bob McDonell
CHIEF OF POLICE
Electronic Case Filing Initiative — Contract Award
March 27, 2007
Page 3
Deloitte Consulting was competitive and the next
unanimous opinion of the review panel that their
their corporate depth to draw upon other skills as
to perform on this project when compared to the
Attachment: Consulting Contract and Scope of Work
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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
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 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 (II T), 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
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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. Governine Law and Venue:
This Agreement (hereinafter "CONTRACT) has been negotiated and executed in the state of California and
shall be. governed by and construed under the laws of the state of California. In the event of any legal action
to enforce or interpret this CONTRACT, the sole and exclusive venue shall be a court of competent
jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the
jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties
specifically agree to waive any and all rights to request that an action be transferred for trial to another
County.
B. Entire Contract:
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 terns, 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
Work'). Acceptance of any part of the order for Deliverables shall not bind CITY to accept future Page 3 of 29
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 (n) 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 'T" 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/Copyrieht 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
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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- Contractine:
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 - contacted by DC without the express written
consent of CITY. Any attempt by DC to assign or sub - CONTRACT the performance or any portion thereof
of this CONTRACT without the express written consent of CITY shall be invalid and shall constitute a
breach of this CONTRACT. Notwithstanding the foregoing (i) DC may, upon notice, assign personnel of its
affiliates to provide the Services in lieu of or in addition to its own personnel; provided, however, that DC
shall not be relieved of its obligations hereunder, and (ii) either party may assign this CONTRACT, with the
written consent of the other party, to an entity that has acquired all or substantially all of the assigning
party's assets as a successor to the business.
J. Non - Discrimination:
In the performance of this CONTRACT, DC agrees that it will comply with the applicable requirements of
Section 1735 of the California Labor Code and not engage nor permit any subcontractor to engage in
discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry,
physical disability, mental disability, medical condition, marital status, or sex of such persons. DC
acknowledges that a violation of this provision shall subject DC to all the penalties imposed for a violation of
anti - discrimination law or regulation including but not limited to Section 1720 et seq. of the California Labor
Code.
K. Termination:
In addition to any other remedies or rights it may have by law and those set forth in this CONTRACT,
either party has the right to terminate this CONTRACT without penalty for cause upon thirty (30) days prior
written notice, provided that in the event of such termination for cause, the breaching party shall have the
right to cure the breach within the notice period. CITY has the right to terminate this CONTRACT without
cause and without penalty after 30 days' written notice to DC. Cause shall be defined as any material breach
of CONTRACT, or any misrepresentation or fraud on the part of a party. Exercise by a party of its right to
terminate the CONTRACT shall relieve such party of all further obligations except for those obligations
incurred prior to the effective date of termination.
L. Consent To Breach Not Waiver:
No term or provision of this CONTRACT shall be deemed waived and no breach _excused, unless such
waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any
consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute
consent to, waiver of, or excuse for any other different or subsequent breach.
M. Remedies Not Exclusive: 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. Indmendent 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, 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
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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.
(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
GuidgTMerty- 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:
Coveraae
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
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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
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:
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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 Chan es:
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 Maienre:
DC shall not be liable for any delays or other non - performance and shall not be assessed with liquidated
damages or unsatisfactory performance penalties during any delay beyond the time named for performance
of this CONTRACT caused by any act of God, war, civil disorder, employment strike or other cause beyond
its reasonable control, provided DC gives written notice of the cause of the delay promptly upon the start of
the delay and DC avails itself of any commercially reasonable available remedies.
U. Confidentiality:
DC agrees to maintain the confidentiality of all CITY and CITY - related records and information and all
records and information it obtains from other cities and governmental entities with which is will have contact
during the course of performance of this CONTRACT pursuant to all applicable statutory laws relating to
privacy and confidentiality that currently exist or exist at any time during the term of this CONTRACT. All
such records and information shall be considered confidential and kept confidential by DC and DC's staff,
agents and employees in accordance with Section 14 of this CONTRACT.
V. Compliance with Laws:
DC represents and warrants that Services to be provided under this CONTRACT shall fully comply, at DC's
expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations
(collectively "laws "), including, but not limited to those issued by CITY in its governmental capacity and all
other laws, applicable to the Services at the time Services are provided to and accepted by CITY. DC
acknowledges that CITY is relying on DC to ensure such compliance, and pursuant to the requirements of
paragraph "P" above DC agrees that it shall defend, indemnify and hold CITY and CITY INDEMNITIES
harmless (with counsel approved in writing by CITY, which approval shall not be unreasonably withheld)
from all liability, damages, costs and expenses arising from or related to third party claims of violation of
such laws by DC in the course of performing the Services hereunder.
W. Pricing
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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 TAW:
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
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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:
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
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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 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 Appropriations, Subiect to
This CONTRACT is subject to and contingent upon applicable budgetary appropriations being approved by
the CITY for each fiscal year during the term of this CONTRACT. If such appropriations are not approved,
the CONTRACT will be terminated without cause pursuant to Section K of this CONTRACT above upon
written notice as specified therein without penalty to the CITY.
DC acknowledges that funding or portions of funding for this CONTRACT may also be contingent upon the
receipt of funds from and/or appropriation of funds by, the Federal government or State of California to
CITY. If such funding and/or appropriations are not forthcoming, or are otherwise limited, CITY may
terminate without cause this CONTRACT pursuant to Section K of this CONTRACT above upon written
notice as specified therein without penalty.
4. Conflict with Existing Laws
DC and the CITY agree that if any provision of this CONTRACT is found to be illegal or unenforceable,
such term or provision shall be deemed stricken and the remainder of the CONTRACT shall remain in full
force and effect. Either party having knowledge of such term or provisions shall promptly inform the other
of the presumed non - applicability of such provision. Should the offending provision go to the heart of the
CONTRACT, the CONTRACT shall be terminated in a manner commensurate with interests of both parties
to the maximum extent reasonable.
5. 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. Reportin&Meetines
CITY's Project Manager and DC's Project Manager will meet on reasonable notice to discuss DC's
performance and progress under this CONTRACT. If requested by CITY, DC's Project Manager and other
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project personnel shall attend all meetings. DC shall provide such information that is reasonably requested
by the CITY for the purpose of monitoring DC's progress under this CONTRACT.
7. Project Manager, CITY
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
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
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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 —TrrLE 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 fast produced
under this CONTRACT in connection with the Services by DC for delivery to the CITY, excluding any DC
Technology contained therein (the "Deliverables'): All documents, reports and other incidental or derivative
work or materials furnished hereunder comprising the Deliverables (except for any DC Technology
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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 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.
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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.
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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
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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 maybe 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.
of CITY regarding facility security.
23. Payment Terms
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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:
Robin Clauson,
City Attorney
for the City of Newport Beach
ATTEST:
By:
LaVonne Harkless
Principal
CITY OF NEWPORT BEACH,
A Municipal Corporation
Homer Bludau, City Manager
CONSULTANT:
Deloitte Consulting LLP
0
Attachments:
Attachment A -Scope of Work
Attachment B — Payment Schedule
Attachment C — Participating Agencies and Sites
F:lusersl cat lsharedlAGlDeloitteConsultingLLP
Name:
City Clerk
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 !range 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 -2I iAOC 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 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 I and Phase 2.
SOW 04 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 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 Ofi 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.
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The content and text of all deliverables (excepting pre - existing intellectual property of the vendor) shall become the
properly 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 Group
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 ILJAOC.
The Consultant Project Manager shall meet with this group regularly to review findings and explore options and
altematives.
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 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$ 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 EUAOC 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
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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 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 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 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.
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SOW 4 — Approach
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
j 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
Paper
components of this process will be to schedule key executive checkpoints
and review sessions.
1.1.3 Form working group
We have had good success in the past in working with a Worldng 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 RMS Sharing project; however it does need to be refreshed
for this new initiative.
Task t.f - 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 Worlting Group session
Throughout the course of this task, the Team will require access to the 1LJAOC project manager and his/her key staff
to help shape 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
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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 multiple sources
• Work with various departmental personnel from various sites
• Analyze and document
Data from this task will be obtained from various sources currently available to the dellartments 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 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 vises 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 1.4: 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
• Identify possible solution to address a -filing system requirements
• Analyze and document
Throughout the course of this task, the team will work with the II.JAOC departments as needed to obtain more
mrormanon.
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
Page 24 of 29
Task 9.4 — 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
• Work with the procurement entity to form and finalize the RFP document
Throughout the course of this task, the Team will require significant participation by the leaders of the 1LJAOC
organization as well as significant access to the staff of the procurement entity that is serving 1LJAOC (Assumed to be
the City of Ne 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.
1.4.2 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 7 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 9.4 — 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
• Work with the procurement entity to form and finalize the RFP document
Throughout the course of this task, the Team will require significant participation by the leaders of the 1LJAOC
organization as well as significant access to the staff of the procurement entity that is serving 1LJAOC (Assumed to be
the City of Ne 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.
2.1.4 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
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 1LJAOC
Throughout the course of this task, the Team will require access to the procurement entity as well as leadership of
1LJAOC.
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 2.3: 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 minirnum proposal requirements (administrative)
• Complete a quantitative scoring of the technical and functional requiremients 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 ILJAOC board to serve as part of the evaluation and to participate in vendor demonstrations. performing the
current workload.
Activity
Description
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 ILJAOC preferred decision
criteria. We will help develop evaluation aidsttools to assist evaluators in
recording their scores 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
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SOW 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. ILIAOC, Deloitte Consulting and the City of Santa Ana will
work to make decisions and take actions to keep the project tracking to schedule.
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Page 28 of 29
ATTACHMENT `B"
PAYMENT SCHEDULE
Electronic Filing 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
I. Assessment and
Requirements
Deliverable
Requirements Document
Cost
$75,000
Solutions Analysis
$75,000
11. Procurement
Procurement Specifications
$75,000
Proposal Submission
$50,000
Evaluation Report
$35,000
Phase I and II
Total Project Cost
$310,000
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
_Prange 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
Huntington Beach Police Department
Originating
Irvine Police Department
Ori '
tin
Laguna Beach Police Department
Ori '
atin
La Habra Police Department
Originating
La Palma Police Department
Originating
Los Alamitos Police Department
Originating
NevTort Police D epartment
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
Originating
Orange County Sheriff's Department
Originating