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HomeMy WebLinkAbout10 - Mobile Video System ReplacementT F e •!b \�, NEWPORT lid E ✓lu City Council Staff Report AgendaltemNo. 10 October 1 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Police Department Jay R. Johnson, Chief of Police 949 - 644- 3701,JJohnson @nbpd.org Jon Lewis, Lieutenant PREPARED BY: 949- 644 -3660, JLewis @nbpd.org APPROVED: �a,-, TITLE: Replacement of Mobile Video System in Police Department Patrol Vehicle Fleet ABSTRACT: The Police Department currently uses an in -car mobile video system that was purchased and installed in 2004. The equipment and technology incorporated in this aging system is antiquated, failure prone, and undependable. This purchase will ensure reliable video and audio recording of field activities by Department personnel. RECOMMENDATIONS: 1. Approve a total expenditure of $480,319.91 to replace the mobile video system currently in the Police Department's patrol vehicle fleet and authorize the Mayor to execute on behalf of the City the Purchase and Installation Agreement with L3 Communications Mobile Vision, Inc. 2. Approve Budget Amendment No. 12BA -012 appropriating $480,319.91 from the Police Equipment Internal Service Fund unappropriated fund balance to the Police Vehicle Equipment Account, 6150 -9300. This expenditure includes the equipment ($454,258.85), all sales taxes ($23,861.06), and shipping and delivery costs ($2,200.00). FUNDING AVAILABILITY: The Budget Amendment records and appropriates $480,319.91 from the Police Equipment Internal Service Fund unappropriated fund balance. 1 DISCUSSION: The Police Department's patrol vehicle fleet is currently outfitted with an -in car mobile video system that was originally installed in 2004. This system is used daily by officers to record their enforcement - related contacts and field activities. The use of mobile video systems has become an industry standard with progressive law enforcement agencies nationwide. The mobile video recording provides an unbiased account of events that allow citizens, the courts, and others to view what actually occurred during encounters. In addition to building public trust, this system has had a positive impact on officer safety by allowing officers the ability to review and self critique their actions. Further, the system has improved the Department's ability to respond to concerns regarding professionalism and courtesy. The Department's current system uses antiquated DVD -based technology that has become increasingly difficult to maintain and keep operational. The individual recording units have experienced heavy use in the harsh and demanding environment characteristic of line -level patrol operations. The individual units have increasingly experienced failures, such as shutting down at random, freezing while the recording function is activated, and in some cases complete failure to activate during the officers pre - service equipment inspections. The Department also deploys a fleet of 10 police motorcycles, none of which are currently outfitted with a mobile video system. On June 12, 2011, a Request for Proposal (RFP) solicitation was issued by the City's Purchasing staff and publically distributed. The RFP solicitation generated proposals from eight vendors. To properly evaluate the proposals, an evaluation panel was assembled consisting of staff from Police Management, Information Technology, Electronics, and the Video Unit, as well as City Purchasing staff. Below is a comparison of the pricing component from each of their proposals: Vendor System Total Federal Signal" $195,244.00 Watchguard $217,294.00 Digital Ally" $251,037.00 Kustom Signals $261,649.00 Coban $261,988.00 L3 Communications Mobile Vision, Inc. $274,085.00 ICOP $298,754.88 VisualPro 360 $335,206.82 Notes: ' Proposal from Federal Signal did not contain pricing for motorcycle units. "Proposal from Digital -Ally did not contain pricing for software component. 2 In accordance with the administrative procedures set forth in Council Policy F -14, a Qualifications -Based Selection process was utilized by the evaluation panel. Proposals were evaluated on criteria that included proposed cost, experience and qualifications of the proposing vendor, the proposed system components, and the proposal responsiveness. Attachment B illustrates the tabulation of proposal scores by the evaluation panel. After evaluating all eight proposals, L3 Communications Mobile Vision, Inc., was identified as the top - qualified vendor to provide a mobile video system solution for the Department. The evaluation panel unanimously ranked L3 Mobile Vision, Inc., as the top- ranked vendor. While L3 Communications Mobile Vision, Inc., did not submit the lowest cost proposal, their proposed rate was within the average of all the responses (Federal Signal and Digital Ally's pricing was incomplete, and therefore they were not included in this calculation). The proposed system from L3 Communications Mobile Vision, Inc., distinguished itself from the other vendors that submitted proposals containing lower costs. The proposed system from L3 Communications Mobile Vision, Inc., represented a "turnkey" system that included in -car video systems, motorcycle video systems, wireless network, and complete back -office hardware and software. Of particular note was that L3 Communications Mobile Vision, Inc., was the only vendor able to demonstrate a successful history of supporting a video system for police motorcycles. Additionally, L3 Communications Mobile Vision, Inc., had strong presence and project experience in the local Orange County area. This experience included recent installations in police agencies, such as Garden Grove, Buena Park, and the Orange County Sheriff's Department. The following is an abstract of how all the proposals ranked after undergoing the Qualifications -Based Selection process; a full explanation can be found in Attachment B. Composite Scores (By Rank) *NOTE* Borda Count utilized - i.e., 1st place rank awarded 10 points, 2nd place awarded 9 points, etc. L3 Communications Mobile Vision, Inc. 24 Coban 19 Digital Ally 17 Visual Pro 360 12 Kustom Signal 9 ]COP 4 Federal Signal 0 Watchguard 0 Once L3 Communications Mobile Vision, Inc., was identified as the top - qualified vendor, the Department negotiated for some additional product and service enhancements to the system, above those included in the initial proposal. Over the last fiscal year (FY11), the Department spent nearly $38,000 for the blank DVD disks required for the system currently in place. 3 Replacement of Mobile Video System in Police Department Patrol Vehicle Fleet October 11, 2011 Page 4 The proposed system will allow the Department to transition from this physical media to server -based storage, representing a sizeable cost savings over the anticipated life of the system. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act ( "CEQA ") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). Submitted by: 'Pox, aye . Jo son Chief of Police Attachments: A. Purchase Agreement between the City of Newport Beach and L3 Communications Mobile Vision, Inc. B. Proposal Evaluation Recapitulation C. Budget Amendment No. 12BA -012 r Attachment A PURCHASE AND INSTALLATION AGREEMENT WITH L3 COMMUNICATIONS MOBILE VISION FOR IN- VEHICLE DIGITAL VIDEO RECORDER SYSTEM THIS PURCHASE AND INSTALLATION AGREEMENT ( "Agreement') is made and entered into as of this day of October, 2011 by and between the CITY OF NEWPORT BEACH, a California Municipal Corporation ( "City "), and L3 COMMUNICATIONS MOBILE VISION, a New Jersey corporation ( "Contractor "), whose address is 90 Fanny Road, Boonton, New Jersey 07005 and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City is seeking to procure an in- vehicle digital video recorder system, along with the related software licenses, extended equipment and software warranties and maintenance services to allow for the City fleet of police motor and vehicle units to digitally record public safety and law enforcement functions. C. City desires to engage Contractor to provide, install and maintain an in- vehicle digital video recorder system for its Police motor and vehicle units. ( "Project'). D. Contractor possesses the skill, experience, ability, background, certification and knowledge to provide, install warranty and maintain the system and services described in this Agreement. E. The principal member of Contractor for purposes of Project shall be an L3 Project Manager determined once a executed contract is in place. . F. City has solicited and received a proposal from Contractor has reviewed the previous experience and evaluated the expertise of Contractor and desires to retain Contractor to provide the system and services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM The term of this Agreement shall commence on the above written date, and shall terminate on December 31, 2016 unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference. Contractor shall diligently perform all the services described in the Scope of Services and Schedule of Costs attached hereto as Exhibit A, 5 the End User License Agreement attached hereto as Exhibit B, the Warranty Statement and Support Overview attached hereto as Exhibit C, the Manufacturer's Warranty attached hereto as Exhibit D, the Extended Maintenance Agreement and Factory Support attached hereto as Exhibit E, and the Warranty and Maintenance Agreement attached hereto as Exhibit F, and all incorporated herein by reference ( "Work" or "Services "). The City may elect to delete certain tasks of the Scope of Services at its sole discretion. 3. TIME OF PERFORMANCE 3.1 Time is of the essence in the performance of Services under this Agreement and the in- digital video recorder system shall be installed and operational in all motor and vehicle units by a date mutually agreed upon by City and Contractor. All post installation support and maintenance Services shall be performed to completion in a diligent and timely manner. The failure by Contractor to perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.1.1 Notwithstanding the foregoing, Contractor shall not be responsible for delays due to causes beyond Contractor's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice to the other party so that all delays can be addressed. 3.2 Contractor shall submit all requests for extensions of time for performance in writing to the Project Administrator (as defined in Section 6 below) not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Contractor's control. 3.3 For all time periods not specifically set forth herein, Contractor shall respond in the most expedient and appropriate manner under the circumstances, by either telephone, fax, hand - delivery or mail. 4. COMPENSATION TO CONTRACTOR 4.1 City shall pay Contractor for all Work and Services, including but not limited to all the equipment, software, licenses, warranties, service and maintenance, including all shipping and handling and all applicable sales taxes, in accordance with the provisions of this Section and the Scope of Services and Schedule of Costs attached hereto as Exhibit A. The total Compensation for all Work and Services, including all sales taxes, shall not exceed Four Hundred Eighty Thousand Three Hundred Nineteen Dollars and 91/100 ($480,319.91). Total Compensation includes payment by City to Contractor for all Work and Services, performed in accordance with this Agreement, including all reimbursable items and subcontractor fees, that shall not exceed Four Hundred Fifty -Six Thousand Four Hundred Fifty -Eight Dollars and 85/100 ($456,458.85) without prior written authorization from City and payment by City directly to the California State Board of Equalization for all applicable California sales or use taxes of Twenty -Three Thousand Eight Hundred Sixty -One and 06/100 ($23,861.06). No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. L -3 Communications Mobile- Vision, Inc. Page 2 6 4.2 Taxes: City and Contractor specifically agree and designate the point of sale and place of delivery for any and all taxable purposes under this Agreement, including, but not limit to, all Services, Work and equipment, shall by the City of Newport Beach Police Department located at 870 Santa Barbara Drive, Newport Beach, CA 92660. Furthermore, under the City's Direct Payment Exemption permit number SR EAA 24- 089475 DP, the City will self- accrue its Use Tax obligation to the California State Board of Equalization in the amount of Twenty -Three Thousand Eight Hundred Sixty -One and 06/100 ($23,861.06) within thirty (30) days of delivery to the City. If only partial delivery of the taxable items in Exhibit A is received by the City, the City will only pay the California State Board of Equalization the amount of Use Tax due on the value of the items delivered in accordance with the price set forth in Exhibit A. 4.3 Payment Schedule: 4.3.1 City shall pay Contractor, following Contractor's successful completion of the "Installation Process" to the City's satisfaction, no later than thirty (30) days after approval of the invoice by City staff. The Installation Process shall include installation of the server and all system hardware and software on the City's police vehicle fleet and police station, including any necessary configuration and training. 5. PROJECT MANAGER 5.1 Contractor shall designate a Project Manager, who shall coordinate all phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Contractor shall not remove or reassign the Project Manager or any personnel listed in Exhibit A or assign any new or replacement personnel to the Project without the prior written consent of City. City's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. 5.2 Contractor, at the sole discretion of City, shall remove from the Project any of its personnel assigned to the performance of Services upon written request of City. Contractor warrants that it will continuously furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 6. ADMINISTRATION This Agreement will be administered by the Police Department. Lieutenant Jon Lewis, or his designee, shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator or his authorized representative shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES 7.1 In order to assist Contractor in the execution of its responsibilities under this Agreement, City agrees to, where applicable, provide access to, and upon request of Contractor, one copy of all existing relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Contractor's Work schedule. L -3 Communications Mobile- Vision, Inc. Page 3 7 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Contractor or under Contractor's supervision. Contractor represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with community professional standards. All Services shall be performed by qualified and experienced personnel who are not employed by City, nor have any contractual relationship with City. By delivery of completed Work, Contractor certifies that the Work conforms to the requirements of this Agreement and all applicable federal, state and local laws and the professional standard of care. 8.2 Contractor represents and warrants to City that it has, shall obtain, and shall keep in full force in effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Contractor to practice its profession. 8.3 Contractor shall not be responsible for delay, nor shall Contractor be responsible for damages or be in default or deemed to be in default by reason of strikes, lockouts, accidents, or acts of God, or the failure of City to furnish timely information or to approve or disapprove Contractor's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies. k1l: Is] IH:I_1 NL,14 * *9 9.1 To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers, and employees (collectively, the "Indemnified Parties') from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a Claim; collectively, "Claims "), which may arise from or in any manner relate (directly or indirectly) to any breach of the terms and conditions of this Agreement, any Work performed or Services provided under this Agreement including, without limitation, defects in workmanship or materials or Contractor's presence or activities conducted on the Project (including the negligent and /or willful acts, errors and /or omissions of Contractor, its principals, officers, agents, employees, vendors, suppliers, subconsultants, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable or any or all of them). 9.2 Notwithstanding the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified Parties from any Claim arising from the sole negligence or willful misconduct of the Indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the Contractor. L -3 Communications Mobile- Vision, Inc. Page 4 8 10. INDEPENDENT CONTRACTOR It is understood that City retains Contractor on an independent contractor basis and Contractor is not an agent or employee of City. The manner and means of conducting the Work are under the control of Contractor, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. Nothing in this Agreement shall be deemed to constitute approval for Contractor or any of Contractor's employees or agents, to be the agents or employees of City. Contractor shall have the responsibility for and control over the means of performing the Work, provided that Contractor is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give City the right to direct Contractor as to the details of the performance or to exercise a measure of control over Contractor shall mean only that Contractor shall follow the desires of City with respect to the results of the Services. 11. COOPERATION Contractor agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Contractor on the Project. 12. CITY POLICY Contractor shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of all critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Contractor is responsible for keeping the Project Administrator and /or his duly authorized designee informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE 14.1 Without limiting Contractor's indemnification of City, and prior to commencement of Work, Contractor shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. 14.2 Proof of Insurance. Contractor shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies, at any time. 0 14.2.1 Contractor shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property, which may arise from or in connection with the performance of the Work hereunder by Contractor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in Contractor's bid. 14.3 Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 14.4 Coverage Requirements. 14.4.1 Workers' Compensation Coverage. Contractor shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least one million dollars ($1,000,000)) for Contractor's employees in accordance with the laws of the State of California, Section 3700 of the Labor Code In addition, Contractor shall require each subcontractor to similarly maintain Workers' Compensation Insurance and Employer's Liability Insurance in accordance with the laws of the State of California, Section 3700 for all of the subcontractor's employees. 14.4.1.1 Any notice of cancellation or non - renewal of all Workers' Compensation policies must be received by City at least thirty (30) calendar days (ten (10) calendar days written notice of non - payment of premium) prior to such change. 14.4.1.2 Contractor shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. 14.5 General Liability Coverage. Contractor shall maintain commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. 14.6 Automobile Liability Coverage. Contractor shall maintain automobile insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each accident. 14.7 Professional Liability (Errors & Omissions) Coverage. Contractor shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) limit per claim and in the aggregate. L -3 Communications Mobile- Vision, Inc. Page 6 10 14.8 Other Insurance Provisions or Requirements. 14.8.1 The policies are to contain, or be endorsed to contain, the following provisions 14.8.1.1 Waiver of Subrogation. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Contractor or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subcontractors. 14.8.1.2 Enforcement of Agreement Provisions. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non - compliance with any requirement imposes no additional obligations on the City nor does it waive any rights hereunder. 14.8.1.3 Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 14.8.1.4 Notice of Cancellation. Contractor agrees to oblige its insurance agent or broker and insurers to provide to City with thirty (30) days notice of cancellation (except for nonpayment for which ten (10) days notice is required) or nonrenewal of coverage for each required coverage. 14.9 Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement. 14.10 Additional Insurance. Contractor shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of City. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Contractor is a partnership or joint - venture or syndicate or cotenancy, which shall result in changing the control of Contractor. Control means fifty percent (50 %) or more of the voting power, or twenty - five percent (25 %) or more of the assets of the corporation, partnership or joint- venture. L -3 Communications Mobile- Vision, Inc. Page 7 11 16. SUBCONTRACTING City and Contractor agree that subcontractors may be used to complete the Work outlined in the Scope of Services. The subcontractors authorized by City to perform Work on this Project are identified in Exhibit A. Contractor shall be fully responsible to City for all acts and omissions of the subcontractor. Nothing in this Agreement shall create any contractual relationship between City and subcontractor nor shall it create any obligation on the part of City to pay or to see to the payment of any monies due to any such subcontractor other than as otherwise required by law. The City is an intended beneficiary of any Work performed by the subcontractor for purposes of establishing a duty of care between the subcontractor and the City. Except as specifically authorized herein, the Services to be provided under this Agreement shall not be otherwise assigned, transferred, contracted or subcontracted out without the prior written approval of City. 17. OWNERSHIP OF DOCUMENTS 17.1 Each and every report, draft, map, record, plan, document and other writing produced (hereinafter "Documents "), prepared or caused to be prepared by Contractor, its officers, employees, agents and subcontractors, in the course of implementing this Agreement, shall become the exclusive property of City, and City shall have the sole right to use such materials in its discretion without further compensation to Contractor or any other party. Contractor shall, at Contractor's expense, provide such Documents to City upon prior written request. 17.2 Documents, including drawings and specifications, prepared by Contractor pursuant to this Agreement are not intended or represented to be suitable for reuse by City or others on any other project. Any use of completed Documents for other projects and any use of incomplete Documents without specific written authorization from Contractor will be at City's sole risk and without liability to Contractor. Further, any and all liability arising out of changes made to Contractor's deliverables under this Agreement by City or persons other than Contractor is waived against Contractor and City assumes full responsibility for such changes unless City has given Contractor prior notice and has received from Contractor written consent for such changes. 18. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City authorizes in writing the release of information. 19. INTELLECTUAL PROPERTY INDEMNITY The Contractor shall defend and indemnify City, its agents, officers, representatives and employees against any and all liability, including costs, for infringement of any international or United States' letters patent, trademark, or copyright infringement, including costs, contained in Contractor's drawings and specifications provided under this Agreement. 12 20. RECORDS Contractor shall keep records and invoices in connection with the Work to be performed under this Agreement. Contractor shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Contractor under this Agreement. All such records and invoices shall be clearly identifiable. Contractor shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Contractor shall allow inspection of all Work, data, Documents, proceedings and activities related to the Agreement for a period of three (3) years from the date of final payment to Contractor under this Agreement. 21. WITHHOLDINGS City may withhold payment to Contractor of any disputed sums until satisfaction of the dispute with respect to such payment. Such withholding shall not be deemed to constitute a failure to pay according to the terms of this Agreement. Contractor shall not discontinue Work as a result of such withholding. Contractor shall have an immediate right to appeal to the City Manager or his /her designee with respect to such disputed sums. Contractor shall be entitled to receive interest on any withheld sums at the rate of return that City earned on its investments during the time period, from the date of withholding of any amounts found to have been improperly withheld. 22. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Contractor which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Contractor, the additional design, construction and /or restoration expense shall be borne by Contractor. Nothing in this paragraph is intended to limit City's rights under the law or any other sections of this Agreement. `c�N 11 WARS N I rl :11 i tU ;1 �, I :J Key &*] 9: 14 zK4161 .111:?Aot 1101 *-1 City reserves the right to employ other Contractors in connection with the Project. 24. CONFLICTS OF INTEREST 24.1 The Contractor or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 24.2 If subject to the Act, Contractor shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Contractor shall indemnify and hold harmless L -3 Communications Mobile- Vision, Inc. Page 9 13 City for any and all claims for damages resulting from Contractor's violation of this Section. 25. NOTICES 25.1 All notices, demands, requests or approvals to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first -class mail, addressed as hereinafter provided. All notices, demands, requests or approvals from Contractor to City shall be addressed to City at: Attn: Lt. Jon Lewis Police Department City of Newport Beach 870 Santa Barbara Drive Newport Beach, CA 92660 Phone: 949 - 644 -3660 Fax: 949 - 644 -3700 25.2 All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: Attention: Charles Vlcek VP Sales and Marketing L -3 Communications Mobile Vision, Inc. 90 Fanny Road Boonton, New Jersey 07005 Phone: 800 - 336 -8475 Fax: 973 - 257 -3024 26. CLAIMS The Contractor and the City expressly agree that in addition to any claims filing requirements set forth in the Agreement, the Contractor shall be required to file any claim the Contractor may have against the City in strict conformance with the Tort Claims Act (Government Code sections 900 et seq.). 27. TERMINATION 27.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of two (2) calendar weeks , or if more than two (2) calendar weeks are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within two (2) calendar weeks after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non - defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. L -3 Communications Mobile- Vision, Inc. Page 10 14 27.2 Notwithstanding the above provisions, City shall have the right, at its sole discretion and without cause, of terminating this Agreement at any time by giving thirty (30) calendar days prior written notice to Contractor. In the event of termination under this Section, City shall pay Contractor for Services satisfactorily performed and costs incurred up to the effective date of termination for which Contractor has not been previously paid. On the effective date of termination, Contractor shall deliver to City all reports, Documents and other information developed or accumulated in the performance of this Agreement, whether in draft or final form. 28. STANDARD PROVISIONS 28.1 Compliance With all Laws. Contractor shall at its own cost and expense comply with all statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Contractor shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 28.2 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 28.3 Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 28.4 Conflicts or Inconsistencies. In the event there are any conflicts or inconsistencies between this Agreement and the Scope of Services and Schedule of Costs or any other attachments attached hereto, the terms of this Agreement shall govern. 28.5 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 28.6 Amendments. This Agreement may be modified or amended only by a written document executed by both Contractor and City and approved as to form by the City Attorney. 28.7 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 28.8 Controlling Law And Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to L -3 Communications Mobile- Vision, Inc. Page 11 15 this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange. 28.9 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. 28.10 No Attorney's Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 28.11 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. [SIGNATURES ON NEXT PAGE] L -3 Communications Mobile- Vision, Inc. Page 12 16 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: OFFICE OF THE CITY ATTORNEY Date: //11 /lI By: Aaron -C. Harp City Attorney ATTEST: Date: By: Leilani I. Brown City Clerk CITY OF NEWPORT BEACH, A California municipal corporation Date: By: Michael F. Henn Mayor CONTRACTOR: L3 MOBILE VISION, corporation By: Charley Vlcek, Vice President Date: COMMUNICATIONS a New Jersey By: Walter Horestsky Chief Financial Officer [END OF SIGNATURES] Attachments: Exhibit A — Scope of Services and Schedule of Costs Exhibit B — L3 Communications Mobile Vision License Agreement Exhibit C — Warranty Statement and Support Overview Exhibit D — Manufacturer's Warranty Exhibit E — Extended Maintenance Agreement and Factory Support Exhibit F — Warranty and Maintenance Agreement L -3 Communications Mobile- Vision. Inc. Page 13 17 EXHIBIT A SCOPE OF SERVICES AND SCHEDULE OF COSTS m ID DDmmt InlcaUOns Mobile- Vision, Inc. 90 Fanny Road Boonton, NJ 07005 Tel: (800) 336 -8475 (973) 263 -1090 Fax: (973) 257 -3024 www1- 3wnn.com /mv VOrIL[ VIL:LM VIL[r Ol IM AXL YAMACLV[XT LOLVIILVL \4, \li M,xn\I! LanA rM llp/IlY MH,V 0.0 I��ul _.iv,rz VYn G1Yrt V1n bed! EWnu nit �. 1 1) MobilsVblon, Inm \ \ \90 Fanny Rd, Boonton, N7 07005 T. 800- 336 -8475 F. 973- 257 -3024 Sold To Newport Beach Police Department Jon Lewis PO Box 7000 Newport Beach, CA 92658 -7000 USA 0003 "I' Number AAAQ3809 -0 Date Sep 12, 2011 Ship To Newport Beach Police Department Jon Lewis PO Box 7000 Newport Beach, CA 92658 -7000 USA Phone 9496443660 Phone 9496443660 Fax 9496443700 Fax 9496443700 ` salesperson P.O. Number Ship Via I Terms _ _ TURNER _ _ UPS GROUND NET 30__ Lino I Qty I SKU .. - .. ____ _ Description - _'. __. Unit Mob Ex6 Pdoe 1 31 MVD- FB2DVS -2 Flashback 2 In -Car Video System $4,495.00 $139,345.00 Assembly,Inciudes,Flashback 2 Digital Video Recorder w /8GB CF CardVolceUnk Plus 2 Wireless Microphone Assembly w/transmltterpocking Station, Office Charging Base, Belt Clip and Lapel MkmphonesGPS/WLAN AntennaNite -Watch Color Camera (12x optical 6 144x Digital Zoom)Monhor Console (3.5" colr LCD display)AII mounts, cables and hardwarel -year Parts and labor warranty(Installation not Included unless quoted) . 2 29 C9 Flashback2 Installation by Vision Communications. $385.00 $11,165.00 3 29 C9 Removal of Existing Equipment $35.00 $1,015.00 4 31 MVD - 301668 -UPG Upgrade Flashcard 16GB to be sold only with new $0.00 $0.00 systems. Added to order at no charge. 5 31 MVD- IR-CAM Option, Flashback IR Camera w /cables $185.00 $5,735.00 6 31 MVD -CRASH -BAT Collision Sensor (Triggers DVR for recording when $150.00 $4,650.00 Involved In crash)Assembly product 7 31 MVO- FB- GRL -LT Option, Grill Light, Flashback $45.00 $1,395.00 8 31 MVD - VLP2 -DL Option, Flashback Dual Voice Unk Plus 2 Wireless $565.00 $17,515.00 Microphone System 9 23 MVD- VLP2-TRA Assembly, Voice Link Plus 2 Transmitter w /Belt Clip, VLP2 $245.00 $5,635.00 9' a 40" Lapel Microphones 10 23 MVD - VLP2 -CG VLP2 Charging Station with AC Power Adaptor $39.95 $918.85 11 29 MVD- FB2V -V2 -7M Option, Flashback 2 Vehicle Vlewer 2, Trunk Mount $275.00 $7,975.00 12 10 MVD- FB2DVS -CV -2 System, CyckVlslon 2 with VLP2 Assy, Flashback 2 Digital $4,495.00 $44,950.00 Video Recorder. IntalWtion net Included. 13 10 C9 Cyclevlsicn installation by Vision Communications. $440.00 $4,400.00 14 30 C9 Installation - Equipment Pods - Black/Whtte $632.00 $6,320.00 is 10 C9 Remove and Install Pods $132.00 $1,320.00 16 10 C9 Installation - Battery Up Grade $175.00 $1,750.00 17 10 C9 Installation - Conversion Kits - Hardware $105.00 $1,050.00 18 10 C9 lnstallatlon Charger 6 AMPS $126.50 $1,265.00 Continued On Next Page ... 19 I!) 00 mm111ICe1tl011S Mobile- Vision, Inc. $4,400,00 90 Fanny Road $59,650.00 Boonton, NJ 07005 $9,835.80 Tel: (800) 336 -8475 (973) 263 -1090 Fax: (973) 257 -3024 w 1- 3wnn.comlmv INSTALLATION, SERVICE /LABOR AND YCCIILYn ICN YLEC CAPIME AM McMEYCXT 5W.0" D Av,n:ue Yf�,eFa ,LaYf. vubv Cwve \v. i.•m.ePUV f Dyitl [rlMa V:mi ^,m [-Line! Qty I SMU i Description Unit Price 19 10 C9 Labor Change Battery 20 10 C9 Core Removal Charge 21 3 MVD- 8675-A -ASSY Wireless Access Point w /External Mounted Antenna802.11(a) Wireless Access pointAntenna and Cabling 22 1 C9 (3) Access Point InstallatkM by Vision Communications. Price does not include conduit. 23 1 LSMVDR524DEP DES PRO R524 Server, Rack, 24TB RAID 6 DASD, 8 Core Xenon Processors, 6G8 RAM DVM Server, Storage & Distribution System, Rack Conflguratlon Dual 2.26 GHz Quad Core Processors, 6 GB RAM, 24TR Usable RAID 6 Red Hat v5 Enterprise Unux OS / PostgreSgl Database DVD -Rom, monitor, Keyboard, Mouse, CF Card Reader 8 port 10110011000 Base T- switch Digital Evidence Software: Base Module, Intelligent Downloading Module, Archiver module, Case Module, Consumer DVD Module 24 1 LSESA16824T 24TS Rorke JBOD, 3U 25 1 LSMVDDVDBR141 Workstation, Desktop, 250G8 DASD, 2 Care Intel Processors, 2GB RAM, DVD Backup System, 2.8 GHz Dual Care Processor, 2GB RAM, 25OGB DASD Windows XP, DVD -RW, Monllop Keyboard, Mouse, External Blu -Ray Reader, MVI ArchNing Software, Blu -Ray Robot w /100 disc capadly, 50 DVO -R Discs, and 50 Blu -Ray discs 26 1 MVD- DEP -BT3 Solution Configuration / Tralnln9System bulld out and connguratlon plus 1 day (on site) training 27 ITEMS TAXED IN CALIFORNIA ARE: SYSTEMS, BACKEND . PARTS AND SHIPPING & HANDLING. $72.00 $17.00 $795.00 Ext. Price $720.00 $170.00 $2,385.00 $4,400.00 $4,400,00 $59,850.00 $59,650.00 $9,835.80 $9,835.80 $5,495.00 $5,495.00 $4,350.00 $4,350.00 20 ITEPLIS NOT TAXED ARE: _ INSTALLATION, SERVICE /LABOR AND EXTENDED WARRANTIES 28 Extended Warranty In Car and Motorcycle Units 29 The agoncy must purchase all maintenance for all 4 years up front to receive the free years worth on the DVR's. 30 41 EMA STD YR 1 EMA Standard Year 1 $0.00 $0.00 31 41 EMA STD YR 2 EMA Standard Year 2 $300.00 $12,300.00 32 41 EMA STD YR 3 EMA Standard Year 3 $375.00 $15,375.00 33 41 EMA STD YR4 EMA Stanaard Year 4 $475,00 $19,475.00 34 Extended Warranty R524DEP Server 35 1 LSMVDR524DEP EMA/ Year l $13,399.00 $13,399.00 36 1 LSMVDR524DEP EMA/ Year 2 $13,399.00 $13,399.00 37 1 LSMVDR524DEP EMA/ Year 3 $13,399.00 $13,399.00 38 1 LSMVDR524DEP EMA/ Year 4 $13,399.00 $13,399.00 39 Extended Warrenry JBOD 40 1 EMA STD YR 1 EMA Standard Year 1 $1,570.00 $1,570.00 41 1 EMA SID YR 2 EMA Standard Year 2 $1,570.00 $1,570.00 Cominued On Next Page ... 20 _Unit Price Ext. Prim] $1,570.00 ID $1,570.00 $1,570.00 $715.00 cummtnlcatlons Mobile- Vision, Inc. 90 Fanny Road Boonton, NJ 07005 Tel: (800) 336 -8475 (973) 263 -1090 Fax: (973) 257 -3024 w L -3com mLmv ann 14"IAX MEryS C�APno: Axr w...xaaAo���rs`�ar ra l� 7:1 � -N , :x,11 Vie>4p.re Fn #er Line I Qty _SKU - Description 42 1 EMA 57D YR 3 E14A Standard Year 3 43 1 EMA STD YR 4 EMA Standard Year 4 44 Extended Warranty Archlver BR1X1 45 t LSMVDDVDD6RIX1 EMA/ Year 1 46 1 LSNVDDVDDBRIXI EMA/ Year 2 47 1 LSMVDDVDDBRIXI EMA) Year 3 48 1 LSMVDDVDDBRIXI EMA( Year 49 Extended Warranty Access Points 50 3 EMA AP YR 1 EMA Standard Yea r 1 51 3 EMA AP YR 2 EMA Standard Year 2 52 3 EMA AP YR 3 EMA Standard Year 3 53 3 EMA AP YR 4 EMA Standard Year 4 54 Extended Warranty is not Taxable In California _Unit Price Ext. Prim] $1,570.00 $1,570.00 $1,570.00 $1,570.00 ;715.00 $715.00 $715.00 $715.00 $715.00 $715.00 $715.00 $715.00 $63,60 $190.80 $63.60 $190.80 $63.60 $190.60 $63.60 $190.80 SubTatal $454,258.85 Tax $23'861.06 S &H $2,200.00 Total $480' 319.91 21 1!) C(mmunications Mobile- Vision, Inc. 90 Fanny Road Boonton, NJ 07005 Tel: (800) 336 -8475 (973) 263 -1090 Fax: (973) 257 -3024 www.L- 3wm.com /mv NYBIIE- VI6IEN VINEE 61lTYNE SNN WMSE[Y[NT 10.1IT1a • P �aa,rF. y>.rox uati�nm m.",..x Y.Yx cw e�m r:,a.a v . W.m • +•VV.Mq mameni Taxable line items in the above quote include the following items. Extended maintenance is not taxable. 1 4 5 6 7 8 9 10 11 12 21 23 24 25 31 MVD- FB2DVS -2 Flashback 2In -Car Video System $4,495.00 5139,345.00 Assembly,Includes,Flashback 2 Digital Video Recorder w /8GB CF CardVoiceUnk Plus 2 Wireless Microphone Assembly w /transmitterpocking Station, Office Charging Base, Belt Clip and Lapel MlcrophonesGPS/WLAN AntennaNite -Watch Color Camera (12x optical & 144x Digital Zoom)Monitor Console (3.5" coir LCD display)AII 31 MVD- 1016GB -UPG Upgrade Flashcard 16GB to be sold only with new $0.00 $0.00 systems. Added to order at no charge. 31 MVD -IR -CAM Option, Flashback IR Camera w /cables $185.00 $5,735.00 31 MVD -CRASH -BAT Collision Sensor (Triggers DVR for recording when $150.00 $4,650.00 Involved in crash)Assembly product 31 MVD- FB- GRL -LT Option, Grill Light, Flashback $45.00 $1,395.00 31 MVD - VLP2 -DL Option, Flashback Dual Voice Unk Plus 2 Wireless $565.00 $17,515.00 Microphone System 23 MVD-VLP2 -TRA Assembly, Voice Unk Plus 2 Transmitter w /Belt Clip, VUP2 $245.00 $5,635.00 9" & 40" Lapel Microphones 23 MVD - VLP2 -CG VLP2 Charging Station with AC Power Adaptor $39.95 $918.85 29 MVD- FB2V -V2 -TM Option, Flashback 2 Vehicle Viewer 2, Trunk Mount $275.00 $7,975.00 10 MVD- FB2DVS -CV-2 System, Cyclevlsion 2 with VLP2 Assy, Flashback 2 Digital $4,495.00 $44,950.00 Video Recorder. IntalWtlon not Included. 3 MVD-8675- A-ASSY Wireless Access Point w /Extemal Mounted $795.00 $2,385.00 AntennaS02.11(a) Wireless Access pointAntenna and Cabling 1 LSMVDIZ524DEP DES PRO R524 Server, Rack, 24TB RAID 6 DASD, 8 Core $59,850.00 $59,850.00 Xenon Processors, 6GB RAM DVM Server, Storage & Distribution System, Rack Configuration Dual 2.26 GHz Quad Core Processors, 6 GB RAM, 24TB Usable RAID 6 Red Hat v5 Enterprise Unux OS / PostgreSgl Database DVD -Rom, monitor, Keyboard, Mouse, CF Card Reader 8 port 10 /100 /1000 Base T- switch Digital Evidence Software: Base Module, Intelligent Downloading Module, Archlver module, Case Module, Consumer DVD Module 1 LSESA16B24T 24TB Rorke 3BOD, 3U $9,835.80 $9,835.80 1 LSMVDDVDBR141 Workstation, Desktop, 25OGB DASD, 2 Core Intel $5,495.00 $5,495.00 Processors, 2G6 RAM. DVD Backup System, 2.8 GHz Dual Core Processor, 2GB RAM, 250GB DASD Windows XP, DVD -RW, Monitor, Keyboard, Mouse, External Blu -Ray Reader, MVI Archiving Software, Blu -Ray Robot w /100 disc capacity, 50 DVD -R Discs, and 50 Blu -Ray discs 22 EXHIBIT B END USER LICENSE AGREEMENT SOFTWARE LICENSE The SOFTWARE is protected by copyright laws and international copyright treaties, as well as other intellectual property and trade - secret laws and treaties. The SOFTWARE is being licensed, not sold. GRANT OF LICENSE. This License AGREEMENT grants City the following non - exclusive rights: 1. In consideration of payment of those costs and fees set forth in the Scope of Services and Schedule of Costs (Exhibit A), Contractor grants to the City a non - exclusive right to use and display this copy of the software program in object code form only (hereinafter called the SOFTWARE) as per the usage limitations specified by the Agreement at a single location. Contractor reserves all rights not expressly granted to City. 2. City shall own the magnetic or other physical media, on which the SOFTWARE is originally or subsequently recorded or fixed, but Contractor retains title and ownership of the SOFTWARE recorded on the original disk copy or copies, and all subsequent copies of the SOFTWARE, regardless of the form or media in or on which the original or other copies may exist. THIS LICENSE IS NOT A SALE OF THE ORIGINAL SOFTWARE OR ANY COPY OR COPIES OF IT. 3. Certain SOFTWARE licensed by Contractor to City requires that City must purchase one named user of SOFTWARE for each Digital Video Recorder, per physical location. Where named users are not utilized, the total number of licensed Digital Video Recorders cannot exceed the total number of licensed users of SOFTWARE per physical location. Non - compliance of this license restriction is strictly forbidden and shall be considered a material breach of this AGREEMENT and among all other remedies available to Contractor, including but not limited to immediate payment to Contractor for all license fees due and owing to Contractor, shall cause this AGREEMENT to immediately terminate in accordance with the Termination provisions stated in this AGREEMENT. 4. This SOFTWARE and the accompanying written materials are copyrighted. Unauthorized copying of the SOFTWARE, including SOFTWARE that has been modified, merged, or included with other software, or of the written materials, is expressly forbidden. City may be held legally responsible for any copyright infringement that is caused or encouraged by City's failure to abide by the terms of this license. Subject to these restrictions, and if the SOFTWARE is not copy - protected, you may make one (1) copy of the SOFTWARE, solely for backup purposes. You must reproduce and include the copyright notice on the backup copy. The SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one computer. 5. City may not physically transfer the SOFTWARE from one computer to another. The SOFTWARE is licensed for one computer only. In the event the primary computer on which the licensed SOFTWARE is installed is replaced, City may install the SOFTWARE on the replacement computer provided the SOFTWARE is not installed or otherwise utilized on the previous computer. City may not electronically transfer the SOFTWARE from one computer to another over an internal or external network of any kind. City may not distribute copies of the SOFTWARE or accompanying written materials to others or modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the written materials accompanying the SOFTWARE without the prior written consent of Contractor. 23 6. City may require the assistance of Contractor in integrating the SOFTWARE with the City's Police Department Computer -Aided Dispatch, Records Management Systems (CAD /RMS) and other information or computer systems. Contractor agrees to provide such assistance or consultation when requested, however, any such assistance or consultation shall be facilitated by a separate Professional Services Agreement and billed as a separate project. 7. City shall not redistribute the software to third parties, in whole or in part, including, but not limited to, extensions, components or DLLS without the written approval of Contractor as set for the in an appropriate redistribution license agreement. 8. Contractor may create, from time to time, updated versions of the SOFTWARE. Contractor shat make such updates available to City for the term of this Agreement without any additional costs, fees or expense to City. Further, this Agreement specifically covers all licenses, annual maintenance and extended warranties of the SOFTWARE without the need for City to pay any additional costs, fees or expenses. TERMINATION I. All of Contractor's Proprietary Rights for the SOFTWARE and the City's obligations regarding these Rights for the SOFTWARE are detailed in this AGREEMENT shall survive the termination of this AGREEMENT. 114 L'd III I:1r]' P/_ 1: 7: L1! III WZ1IINJ 4h91 III /- 11 1[07L1 to] a, /_1- 1_114Y1101 1. Limited Warranty. Contractor warrants that the SOFTWARE, when used in accordance with the procedures specified in the appropriate documentation (the "Documentation "), shall perform as specified therein. 2. Limited Warranty Term. This limited warranty as described in this Paragraph, shall be valid for any period during which City has purchased and is a currently covered under maintenance services from Contractor for the SOFTWARE pursuant to terms and restrictions stated in this Agreement. This warranty shall apply only to the then - current release of the SOFTWARE for use on City's computer systems. This limited warranty covers only the SOFTWARE installed by Contractor. This warranty does not cover defects or errors pertaining to City supplied hardware up to and including operating systems and network configurations. 3. Modifications Not Warranted. The limited warranty described in this Paragraph shall be limited in such a way that Contractor shall not be liable for any malfunction or error resulting from a modification made by any person or organization other than Contractor unless the modification was made with the prior written of Contractor. Should CITY employ and /or contract with any person and /or any business entity including but not limited to a third party individual, corporation, LLC, partnership, joint venture, sole proprietorships, not - for - profit organizations and /or former or current employees of Contractor, to work on and /or perform any services on, or with the SOFTWARE without written permission from Contractor, Contractor can elect at its sole option to terminate this license AGREEMENT. 4. Support. City may arrange for support by calling (800) 336 -8475 between the hours of 8:OOAM and 6:OOPM Eastern Standard Time where a Service Number will be designated and the issue assigned to a member of the support team to work. (At the time of call a description of the problem will be required.) An authorized point -of- contact name and phone number will also be needed in case follow up information is required. After hours /Holiday/Weekend support: If the request for support call is made outside the aforementioned normal hours, a callback will be made no later than the next business day. Contractor provides on -line diagnosis and support that is initiated after the aforementioned support call. Most support requests can be handled through L -3 Communications Mobile- Vision, Inc. Page 16 24 this remote method. Since this provides the most effective support method, If the problem is determined to be SOFTWARE related then Contractor will facilitate a service request. 5. Limited Warranty Remedy. For a claim of breach of this limited warranty by the City, City's sole and exclusive remedy, and Contractor's sole and exclusive liability, will be for Contractor, at Contractor's option, to either: (i) provide services to correct any inconsistencies between the SOFTWARE and the Documentation which cause the SOFTWARE to fail to conform to the limited warranty set forth in this Paragraph, which shall include Contractor's right to add, modify, or delete portions of the SOFTWARE and /or the Documentation; or (ii) terminate the license, including all rights granted hereunder and refund the license fees, which shall be amortized over the period from date of purchase to the date of the initial service request. 6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS PARENTS, AFFILIATES AND SUBSIDIARIES OR THEIR DISTRIBUTORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS OR CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY DAMAGES THAT LICENSEE MAY INCUR FOR ANY REASON WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ALL DAMAGES REFERENCED ABOVE AND ALL DIRECT OR GENERAL DAMAGES), THE ENTIRE LIABILITY OF LICENSOR AND ITS PARENTS, AFFILIATES AND SUBSIDIARIES UNDER ANY PROVISION OF THIS AGREEMENT AND LICENSEE'S EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE LICENSE FEES ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. 7. Miscellaneous. This License AGREEMENT is not assignable by LICENSEE in whole or in part without the prior written permission of LICENSOR. All remedies available to either party for breach of this License AGREEMENT are cumulative and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies The headings or titles of the Paragraphs or Subparagraphs of this License AGREEMENT are for convenience only and shall not be used as an aid in construction of any provision hereof. Manufacturer L3 Mobile- Vision, Inc, 90 Fanny Rd., Boonton, NJ 07005. END OF EXHIBIT B L -3 Communications Mobile- Vision, Inc. Page 17 25 EXHIBIT C WARRANTY STATEMENT AND SUPPORT OVERVIEW L -3 Communications Mobile- Vision, Inc. (Contractor) warrants the following products for a period of five four (5) years from defects in workmanship or materials: • FLASHBACK In -Car video system hardware and components, • CycleVision Motorcycle video system hardware and components, • Interview room video system hardware and components, • MV -1 Mobile Data Computer system, • V -One Integrated Mobile Data Computer system, • MobileVu Display (If purchased separately, • AlertVu Automatic License Plate recognition hardware and components, • Digital Evidence Management System Software, • Digital Evidence Management Hardware Solution (If Applicable), • Primera branded, DVD /Blu -ray Disc publisher, Rimage branded, DVD /Blu -Ray Disc publisher. If a valid claim is received within the Warranty Period, at its option and to the extent permitted by law, will either repair the defect at no charge, using new or refurbished replacement parts, or exchange the product with a product that is new or which has been manufactured from new or serviceable used parts and is at least functionally equivalent to the original product. A replacement product or part assumes the remaining warranty of the original product or ninety (90) days from the date of replacement or repair, whichever provides longer coverage for City. The City must return failed component(s) to the Contractor or a Contractor - authorized service center. Before City ships its product for warranty service, it is City's responsibility to keep a separate backup copy of the system configurations and data. Contractor is not liable for any damage to or loss of any programs, data, or other information stored on any media. Recovery and reinstallation of system and application software and user data are not covered under this limited warranty. Warranty does not extend to any devices in or of vehicle to which a Contractor component is mounted or connected. Contractor reserves the right to charge for repairs to correct damage resulting from abuse, or extraordinary environmental damage to components during warranty period at rates normally charged for repairing such units not covered under warranty. Contractor will not be liable for any direct, indirect, consequential or incidental damages arising out of the use or inability to use this product. Contractor does not warrant that the operation of the product(s) will be uninterrupted or error -free. As a further limit on warranty, and as an expressed warning, the user should be aware that harmful personal contact may be made with any devices mounted into a motor vehicle in the event of violent maneuvers, collisions, or other circumstances, even though said devices are installed and used according to instructions. City will determine and accept any risk involved with the installation and use of this product. All maintenance and service will be performed by L -3 Communications Mobile- Vision, Inc., 90 Fanny Road, Boonton, NJ 07005 or, at the customer's choice, by a Contractor certified service center.. Warranty repairs require an RA (Return Authorization) number in order to be processed. This can be arranged by calling (800) 336 -8475 or by completing a Return Authorization form on our website: www.L- 3Com.com /MV VIDEO MANAGEMENT SOFTWARE Contractor warrants its video management system (DES) to be free from operational and material defects and covers all software updates for a period of one (1) year from original "implementation' date (the date that Contractor's Support Engineers performed onsite server installation, configuration, and training). . 26 Contractor warrants that its video management systems are adequate in features and functions to facilitate the management of video for law enforcement purposes. Contractor will not be liable for any direct, indirect, consequential, or incidental damages arising out of the use or inability to use this product. VERSION SUPPORT Contractor supports the current and last two Major releases of DES and ALPR software products. VIDEO MANAGEMENT HARDWARE During the warranty period, Contractor agrees to repair or replace any video management system component that fails due to defective materials or workmanship. Equipment, peripherals, and software supplied by customer are excluded from coverage. In most instances, server hardware that requires Next Business Day Onsite Service will be coordinated through Contractor and provided by Dell Computer. The Contractor Technical Support Engineer will determine if an onsite service technician must be dispatched to support a qualified repair. For Next Business Day Onsite Service, a technician will typically arrive onsite the next business day. Generally, calls received by L -3 Mobile- Vision before 4:00 p.m. local (EST) will qualify for next - business day service, however, Contractor has no liability should the provider (DELL) postpone, cancel, or delay the service. In the event that additional parts /resources are required once the onsite technician is at the City's site, work may be temporarily suspended until the additional parts /resources arrive. SUPPORT Warranty repairs and support can be arranged by calling (800) 336 -8475 between the hours of 8:00 a.m. and 5:00 p.m. EST or via e-mail at DESSUPPORT.MVICa I- 3com.com where a ticket number will be designated and the issue assigned to a member of the support team. An authorized point -of- contact name and phone number will also be needed in case follow -up information is required. Contractor provides on -line diagnosis and support for our Back Office video management systems. Most service requests can be handled through this remote method. If the problem is determined to be related to any of Contractor's provided hardware, then Contractor will coordinate the service with the appropriate hardware provider and facilitate the fix or replacement. Service Level Objective: While Contractor does not guarantee resolution time, we strive to resolve all cases in a fast and efficient manner to ensure customer satisfaction. Non - critical issues will be acknowledged within 1 business hour, Monday- Friday only, excluding holidays. Resolution will begin within 24 hours followed by on -going daily status updates until resolution is confirmed with the POC. Critical Support issues (Priority 1) will be acknowledged within 1 business hour. Resolution will begin within 4 business hours followed by ongoing daily status updates until the resolution is confirmed with the POC. After -hours requests for critical support will be handled in the same manner. However, response will start within 4 hours of the call. After hours /Holiday/Weekend support: If the request for a support call is made outside the aforementioned normal hours, a callback will be made no later than the next business day. If you have a Priority 1 issue, you will need to state the issue and severity in your e-mail or voicemail. Your issue will be escalated to the on -call Technical Support Engineer and will be addressed within (4) hours. Support Classifications Priority 3 —Product feature and /or administration questions. Low severity. Priority 2 — Minor feature /product failure, convenient workaround exists. This may require servicing or repair of one or more components. If service or repair is required, Contractor will issue an RMA number and instruct City's representative to return the defective components to us or a designated service center or third party provider. Priority 1 - Product or major feature failure or data corruption. The system is not operational or useable by City. Resolution times may vary depending on the nature of the problem. We will continue to provide daily updates until the ticket is closed. L -3 Communications Mobile- Vision, Inc. Page 19 27 EXHIBIT D MANUFACTURER'S WARRANTY L -3 Communications Mobile- Vision, Inc. ( "Contractor') warrants its in- vehicle video system for a period of five (5) years from the date of successful system installation from defects in workmanship or materials. At its discretion, Contractor agrees to repair or replace any in -car motor video system component that fails due to defective materials or workmanship during the stated warranty period from original date of installation. During the warranty period, there will be no charge for repair labor, parts or return shipping. The City must return failed component(s) to Contractor or Contractor's authorized service center. Contractor will provide purchaser a prepaid return shipping label for that purpose. Contractor's maximum reimbursement for shipping shall not exceed UPS ground service rates. Warranty excludes normal wear - and -tear such as frayed cords, broken connectors, scratched or broken cases, or physical abuse. Warranty does not extend to any devices in or of vehicle to which Contractor's component is mounted or connected. Contractor reserves the right to charge for repairs to correct damage resulting from abuse or extraordinary environmental damage to components during warranty period at rates normally charged for repairing such units not covered under warranty. Contractor warrants that its in -car and motor video systems are designed to make video and audio recordings of events in proximity to and within a police vehicle. Contractor will not be liable for any direct, indirect, consequential or incidental damages arising out of the use or inability to use this product. As a further limit on warranty, and as an expressed warning, the user should be aware that harmful personal contact may be made with any devices mounted into a motor vehicle in the event of violent maneuvers, collisions, or other circumstances, even though said devices are installed and used according to instructions. Contractor specifically disclaims any liability for injury caused by contact with its in -car video components in such circumstances. All maintenance and service will be performed by L -3 Communications Mobile- Vision, Inc., 90 Fanny Road, Boonton, NJ 07005 or, at the customer's choice, by a service center owned by Contractor. Adequate boxes and proper packaging materials can be obtained without any further costs or fees to City by calling Contractor and requesting them. Contractor will reimburse the City for the cost of shipping, via UPS Ground only. Warranty repairs require an RA (Return Authorization) number in order to be processed. This can be arranged by calling (800) 336 -8475 or by completing a Return Authorization form on Contractor's website: www.L- 3Com.com /MV, the form is located under the Sites /Sales /Support tab. The unit serial number, description of defective part and problem noted will be required. A point of contact and phone number will also be needed in case follow -up information is required. L -3 Communications Mobile- Vision, Inc. Page 20 28 EXHIBIT E EXTENDED MAINTENANCE AGREEMENT AND FACTORY SUPPORT FLASHBACK IN -CAR VIDEO SYSTEMS L -3 Communications Mobile- Vision, Inc. ( "Contractor ") Extended Maintenance Agreement extends all terms and conditions of the original warranty for an additional period of three (3) years after the initial warranty period expires, from defects in workmanship or materials, provided that the system has been properly maintained. This Extended Maintenance Agreement entitles the City to maintenance and service on any component of the video system. Components of the system include the Digital Video Recorder (DVR), control head, monitor, camera, lens, main cable harness, wireless microphone transmitter and receiver as well as all brackets and hardware. This agreement does not cover damage caused by misuse, vehicular accidents, excessive roughness, acts of God, cosmetic damage, damage due to malfunction of the vehicle's electrical and /or electronics systems, or components which show evidence of tampering by unauthorized personnel. It does not cover any components of the vehicle in which the system is installed, nor any auxiliary products to which it is connected, i.e. radar, etc. It does not cover expendable items, i.e., batteries, videotapes or wireless microphone cords. All maintenance and service will be performed by Contractor, 90 Fanny Road, Boonton, NJ 07005, or, at the City's choice, by a service center owned by Contractor. Adequate boxes and proper packaging materials can be obtained without any further costs or fees to City by calling Contractor and requesting them. All shipments to Contractor shall be insured by Contractor against loss or damage. Contractor will be responsible for all shipping and insurance charges incurred in the shipment any system Components to Contractor. Contractor will also pay for the return shipping and insurance charges when returning any system Components to City, via UPS ground. L -3 Communications Mobile- Vision, Inc. Page 21 29 EXHIBIT F WARRANTY AND MAINTENANCE AGREEMENT L -3 Communications Mobile- Vision, Inc. ( "Contractor') warrants its video management system to be free from operational and material defects and covers all software updates for a period of five (5) years from original "implementation" date (the date that Contractor's Support Engineers performed on- site server installation, configuration, and training). Contractor warrants that its video management systems are adequate in features and functions to facilitate the management of video for law enforcement purposes. Contractor will not be liable for any direct, indirect, consequential or incidental damages arising out of the use or inability to use this product. During the warranty period, Contractor agrees to repair or replace any video management system component that fails due to defective materials or workmanship. Sole responsibility under this warranty shall be to repair, adjust, or replace (at Contractor's option) any software, equipment, and peripheral that is part of the originally installed system that fails during this period and is not subject to any of the exclusions listed herein. Equipment and software supplied by City is excluded from coverage. In -Car hardware components and software are covered under a separate Warranty and Maintenance Agreement. If repairs are covered under Warranty, Contractor will not charge for repair labor, parts, or shipping. EXCLUSIONS: This Agreement expressly excludes damage due to system abuse (both physical and electronic), extraordinary environmental damage (including acts of Nature, such as fire, floods, lightning, hurricanes, etc.). Warranty will not apply if adjustment, repair, or parts replacement is required because of accident, unusual physical, electrical or electromechanical stress, neglect, misuse, user programming errors, loading of unauthorized software on the system, failure of electrical power, air conditioning or humidity control, transportation, or any cause other than expected normal and ordinary use. If it is determined that the system was damaged due to any of the exclusions listed above or any cause other than defective manufacturing or workmanship, then Contractor reserves the right to charge for the troubleshooting diagnosis and repairs to correct damage to components and software resulting from the aforementioned causes at standard non - warranty rates. SERVICE LEVEL AGREEMENT POINTS • Single Point -of- Contact and toll free number for . Technical Support via telephone and /or remote on- support line server service • Yearly preventive maintenance, which includes • Warranty on all Labor and Materials ongoing updates to the server system . Next Business Day replacement on server hardware SUPPORT PROCESS & HOURS Warranty repairs must be arranged by calling (800) 336 -8475 between the hours of 8:OOAM and 8:OOPM Eastern Standard Time where a Service Number will be designated and the issue assigned to a member of the support team to work. (At the time of call a description of the problem will be required.) An authorized point -of- contact name and phone number will also be needed in case follow up information is required. After hours /Holiday/Weekend support: If the request for support call is made outside the aforementioned normal hours, a callback will be made no later than the next business day. Contractor provides on -line diagnosis and support that is initiated after the aforementioned support call. Most service requests can be handled through this remote method. If the problem is determined L -3 Communications Mobile- Vision, Inc. Page 22 30 to be related to any of Contractor's provided hardware, then Contractor will coordinate the service with the appropriate hardware provider and facilitate the fix or replacement. Note: If it is determined that the equipment must be returned to Contractor for comprehensive service, the City may be required to package the equipment in the original box or other appropriate boxes to be provided by Contractor upon City's request without further costs or fees to City for shipment to Contractor's authorized service center at no charge to City. All maintenance and service of computer and computer - related components will be performed through Contractor's Orlando office at 2700 Westhall Lane, Suite 235, Maitland, FL 32751 or by Contractor's assigned authorized service centers. L -3 Communications Mobile- Vision, Inc. Page 23 31 ATTACHMENT B Raters on Panel: 4 Evaluation 07/18/2011 Date: 32 c g 5 Rater #4: Susan Meade � oc G ` Y Rater # 1: Brian Dakin A. Qualifications (15) i 9 143, E 9 12 12 9 0 � B. Experience (20) 12 0 0 12 12 16 12 0 v h N i° if �q om o A. Qualifications (15) 9 9 01 61 91 91 12 91 0 e. Experience (20) e. Experience (20) 12 12 0 12 12 12 16 12 0 C. Proposed System (30) 24 C. Proposed System (30) 18 18 0 30 12 12 24 18 0 0. Proposed Cost (25) 15 15 D. Proposed Cost (25) 15 15 0 10 30 15 15 30 0 4 6 0 E. Proposal Responsiveness (10) 4 6 0 0 6 6 6 6 0 60 0 40 Total: 58 60 01 49 54 73 55 0 32 c g 5 Rater #4: Susan Meade � oc G ` Y Rater N2: Tam Encheff A. Qualifications (15) i 9 � J f F 9 12 12 9 0 � B. Experience (20) 12 0 0 12 12 16 12 0 O ° 0 JN om o A. Qualifications (15) 9 9 0 61 91 121 91 0 0 e. Experience (20) 12 12 0 12 12 16 12 0 12 0 C. Proposed System (30) 24 18 0 6 6 30 18 0 24 18 0 0. Proposed Cost (25) 15 15 0 10 15 15 10 0 15 15 10 E. Proposal Responsiveness (10) 4 6 0 6 6 8 6 0 6 4 6 Total: 64 60 0 40 48 811 5S 0 33 42 32 c g 5 Rater #4: Susan Meade � oc G ` 4 Rater b3: Lt. John Lewis A. Qualifications (15) i 9 � J F 9 12 12 9 0 � B. Experience (20) 12 o 0 12 12 16 12 0 O ° 0 JN om A. Qualifications (15) 9 9 0 31 91 121 91 0 e. Experience (20) 12 12 0 8 8 16 12 0 C. Proposed System (30) 24 18 C 6 6 24 18 0 D. Proposed Cost 5) (2 15 15 0 10 15 15 10 0 E. Proposal Responsiveness (10) 4 6 0 6 4 6 6 0 Total: 64 60 0 33 42 73 55 0 32 c g 5 Rater #4: Susan Meade � F G ` pF 4 v A. Qualifications (15) i 9 9 0 9 12 12 9 0 B. Experience (20) 12 12 0 12 12 16 12 0 32 C. Proposed System (30) 24 18 0 12 12 24 18 0 VisualPro 360 12 199 Kustom Signal 9 D. Proposed Cost(25) 15 15 0 10 15 15 10 0 E. Proposal Responsiveness (10) 4 6 0 6 4 8 6 01 1 Total: 641 601 01 491 551 751 551 01 1 Composite Scores (Alphabetical) Cuban Digital Ally Federal Signal ICOP Kustom Signal L3 Mobile Communications VisualPro 360 Watchguard 33 Borda Count Scores 250 L3 Mobile Communications 24 240 Cohan 19 0 Digital Ally 17 171 VisualPro 360 12 199 Kustom Signal 9 302 ICOP 4 220 Federal Signal 0 0 Watchguard 0 33 Attachment C City of Newport Beach BUDGET AMENDMENT 2011 -12 EFFECT ON BUDGETARY FUND BALANCE: Increase Revenue Estimates X Increase Expenditure Appropriations AND Transfer Budget Appropriations SOURCE: from existing budget appropriations from additional estimated revenues NX from unappropriated fund balance EXPLANATION: This budget amendment is requested to provide for the following: NO. BA- 12BA -012 AMOUNT: $d8o,31s.s1 Increase in Budgetary Fund Balance X Decrease in Budgetary Fund Balance No effect on Budgetary Fund Balance To increase expenditure appropriations from the Police Equipment Fund Balance to replace the mobile video system in the Police Department Patrol vehicle fleet. ACCOUNTING ENTRY: BUDGETARY FUND BALANCE Fund Account 615 3605 REVENUE ESTIMATES (3601) Fund /Division Account EXPENDITURE APPROPRIATIONS (3603) Amount Description Debit Police Equipment Fund - Fund Balance $480,319.91 " Description Signed: Financial Approval: Administrative Services Director Signed: C&— Signed: Approval: City Manager City Council Approval: City Clerk Credit $480,319.91 FA WO& Date k *tl 1\ Date Date 34 Description Division Number 6150 Police Equipment Replacement Account Number 9300 Equipment NOC Division Number Account Number Division Number Account Number Division Number Account Number Signed: Financial Approval: Administrative Services Director Signed: C&— Signed: Approval: City Manager City Council Approval: City Clerk Credit $480,319.91 FA WO& Date k *tl 1\ Date Date 34