Supporting Document

Supporting Document
A~e~ent
AGREEMENT BETWEEN THE COUNTY OF SAN MATEO
AND NORTHROP GRUMMAN PUBLIC SAFETY, INC.
T}ilS AGRE~NT, entered ii~ito this
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day of
,
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2004, by and
between the COUNTY OF SAN MATEO, hereinafter called “County,” and NORTHROP
GRUMMAN PUBLIC SAFETY, INC., hereinafter called “Contractor”;
WITNESSETH:
• WHEREAS, pursuant to Government Code, Section 31000, County may contract with
•independent contractors for the furnishing of such services to ‘or for County or any
])epartment thereof~
WHEREAS, it Is necessary and desirable that Contractor be retained for the purpose of
providing all hardware, software~ and related services and materials to implement the
System ‘as set forth in the Statement of Work attached hereto as Exhibit “B” and
incorporated herein by this reference (the “Statement of Work”) ‘all upon the terms,’
conditions, and provisions of this Agreement The County hereby agrees to purchase the
hardware, software, and related services and materials identified in the Statement of
Work.’
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PAR11ES HERETO ASFOLLOWS:
1. ExhibIts
1.1. The following exhibits are attached hereto and incorporated by reference
herein:
1.1.1. Bxhibit A Additional Terms and Conditions
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1.1.2. Exhibit B Statement ofWork
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1.1.3. Exhibit C Price, Contract Amount, and Payment Schedule
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1.1.4. Attachment I §504 Compliance
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San Mateo Coimty Sheriffs Office
.Noxthi~p Giunmian Public Safety, Inc.
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Agreement
2. Services to be Performed by Contractor
2.1. In consideration of the payments set forth herein and in Exhibit “C”,
Contractor shall perform services for County in accordance with the terms,
conditions and specifications set forth herein and in the Statement ofWork.
3. Payments
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In consideration of the services provided by Contractor in accordance’ with all terms,
conditions and specifications set forth herein and in the Statement of Work, County shall
make payment to ~Contractor based on the rates and in the manner specified in Exhibit
“C”. The County reserves’lhe right to withhold payment if the County determines that
the quantity’ or quality of the work performed is not in accordance with this Agreement.
Total specified obligation to Contractor under this Agreement is Five Hunched ThirtyNine Thousand Eight Hundred and Thirty-Six Dollars ($539,836), as set forth in the
Payment Schedule in Exhibit C. Additionally, County~holds in reserve for contingencies
the amount of Fifty-Four Thousand Dollars ($54,O00)~, which may be used at County’s
sole discretion for unanticipated changes in products oi~ services as may be required in the
course of this Agreement In no event shall County’s total fiscal obligation under this
Agreement exceed Five Hundred Ninety-Three Thousand, Eight Hundred and Thirty-Six
• Dollars ($593,836). In no event shall the County’s total fiscal obligation under ‘this
Agreernent~exceed $593,836.
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4. Term and Termination
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4.1. The maximum term of this Agreement shall be form Date of Execution by both
parties ur~tii November 30, 2005. This Agreement may be terminated by Contractor,
the Sheriff of ‘San Mateo County, or his/her designee, at any time without a
requirement of good cause upon thirty (30) days’ 1’ritten notice to the other party.
4.2 In the event of termination, all finished or unfinished documents~, data, studies,
maps, photographa, reports, and materials (hereafter referred to as materials) prepared
by Contractor under this Agreement shall become the property of County and shall be
promptly delivered to County. Nothing herein ~hall be construed as granting any
intellectual property rights in the intellectual property or software of COntractor or
any of its suppliers. Upon termination, Contra&or may make and retain a copy of
such materials. Subject to availability of funding, Contractor shall be entitled to
receive payment for work/services performed prior to termination of the Agreement
upon submission of reasonable evidence to County of such work. Such payment shall
be that portion of the full payment that is determiied by comparing the work/services
performed to the work/services required by the Agreement.
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San Mateo County Sheriffs Office
Northrop Gnmunau Public Safety, Inc.
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Agreement
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5. Availability of Funds
County may terminate this Agreement or a portion of the services referenced in the
Attachments and Exhibits based upon unavailability of Federal, State, or County funds,
by providing written notice to Contractor as soon as is reasonably possible after the
county learns of said unavailability of outside funding.
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6. Relationship of Parties
Contractor agrees and understands that the work/services performed under this
Agreement are performed as an independent Contractor and not as an employee of the
County and that Contractor acquires none of the rights, privileges, powers, or advantages
ofCounty employees.
7. Rold Harmless
7.l.Contractor shall indemnify, defend and hold harmless County, its officers,
agents~ employees, and servants from any and ‘all claims, demands, suits,
rneóhathcs liens, results of legal proceedings, judgments, sanctions, incurred
liabilities, frnanciVi losses, p~iysicai injuries or death, property damages, flues,
penalties, extraordinary expenses or actions brought against County or its staff
as ~d~i~d :abov~ which in any way arise out of or result from wrongful,
•negligent~, incompetent, or willfully intentional acts, errors or significant
omissions ~of Contractor or its officers, employees, agents, sUbcontractors or
• consUltants, in the performance of services required and/or payments made
pursuant to this Agreement.
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7.2.Contractor shall not be liable for, and County shall hold Contractor harmless
‘from financial responsibility for any and all actions, suits, judgments, penalties
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•or other third party damages, which may arise solely out of or result from
• wrongful, ‘negligent, incompetent, or willibily intentional acts, errors, or
•significant omissions by the County or its officers, employees, agents, and
servants, in ‘the performance of actions and services required to support
Contractor’s successful performance of duties as outlined under this agreement,
except any action which arises solely and exclusively out of the negligent or
intentional acts of Contractor.
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7.3 if an action arises out of the concurrent negligence of Contractor and County,
then liability for any damage in that action shall be apportioned between
Contractor and County in accordance with the California statutes and case law
regarding comparative negligence.
San Mateo County Sheriffs Office
Northrop GrummanPublic Safety, n.
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Agreement
7.4. The duty of Contractor to indemnify’ and sa’ye harmless, as set forth herein,
shall include the duty to defend as set forth i~ Section 2778 of the California
Civil Code.
8. Assignability and Subcontracting
Contractor shall not assign thIs Agreement or any p0tion thereof to a third party or
subcontract with a third party to provide services required by contractor under this
Agreement without the prior written consent of County. Any such assignment or
subcontract without the County’s prior written consent shall give County the right
automatically and immediately to terminate this Agreement
9. Insurance
9.1. Contractor shall not commence work or be r~equired to commetice work under
this Agreement unless and until all insurance required under this paragraph
has been obtained and such insurance~ has ‘been approved by Risk
Management, and Contractor: shall use diligence to obtain such issuance and
to obtain such’ approval. Contractor shall furnish the Department’Division
with certificates of insurance evidencing the required coverage, and there
shall be a specific contractual liability endorsement extending ‘Contractofs
coverage to include the contract~ial liabilit~ assumed by Contractor pursuant
to this Agreement. These certificates thall~specify or be ‘endorsed to provide
that Thirty (30) days’ notice must ~e given, in’ writlng, to the
DepartmentlDivision of any pending change in the limits ofliability or of am~y
cancellation or modification of the policy.
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911. Worker’s Compensation and Employer’s Liability Insurance.
Contractor shall have in effect during the entire life of this Agreement
Workers’ Compensation and Employer’s Liability Insurance providing
full statutory coverage. In signing this Agreement, Contractor certifies,
as required by Section 1861 ofthe California Labor Code, that it is aware
of the provisions of Section 3700 of the California Labor Code which
requires every employer to be inswed against liability for Worker’s
Compensation or to undertake ‘sel9nsurance in accordance with the
provisions of the Code, and will cc~ply with such provisions before
commencing the performance of the work of this Agreement.
9.1.2. Liability Insurance. Contractor ~hall take out and maintain during
the life of this Agreement such Bodily Injury Liability and Property
Damage Liability Insurance as shal~ protect him/her while performing
work covered by this Agreement from any and all claims for damages for
bodily injury, including accidental death, as well as any and all claims
SanMatea County Sheriff’s Office
Northrop Grumman Public Safety, Iric.
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Agreeznent
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;for property damage which may arise from contractors operations under
this Agreement, whether such operations be by himself7herself or by any
sub-contractor or by anyone directly or indirectly employed by either of
them. Such insurance shall be combined single limit bodily injury and
property. damage for each occurrence and shall be not less than the
amount specified below.
9.1.3. Such insurance shall include:
(a) Comprehensive General Liability
$1,000,000
(h) Motor Vehicle Liability Insurance
$1,000,000
(c) Professional Liability
$1,000,000
9.2. County and its o~cers, agents, employees’and servants shall be named as
additional insured on any such policies of insurance, which shall also contain
a provision that the insurance afforded thereby to County, its officers, agents,
employees and servants shall be primary insurance to the full limits of
liability of the policy, and that if County or its officers and employees have
other insurance against the loss covered by such a policy, such other
insurance shall be excess insurance only.
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9.3. In the event of the breach of any provision ofthis section, orTm the’event any
notice is received which indicates any required insurance coverage will ‘be
diminished or canceled, County at its option, may, notwithstanding any other
‘provision of this Agreementto the contrary, immediately declare a.material
breach of this Agreement and suspend all further work pursuant to this
Agreement.
10. Compliance with Laws; Payment of Permits/Licenses
10.1. All services to be performed by Contractor pursuant to this Agreement
shall be performed in accordance with all applicable Federal, State, County;
and municipal law~ including, but not limited to, Health Insurance
?ortability and Accountability Act of 1996 (HIPAA) and all Federal
regulations promulgated thereunder, as amended, and the Americans with
Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation
Act of 1973, as amended and attached hereto and incorporated by reference
herein as Attachment “1”, which prohibits discrimination on the basis of
handicap in programs and activities receiving an~t Federal or County jinancial
assistance. Such services shall also be performed in accordance with all
applicable ordinances and regulations, ‘including, but not limited to,
San Mateo County Sheriff’s Office
Northrop Gruimnan Public Safety,. Jnc.
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A~eement
appropriate licensure, certification regulations, provisions pertaining to
confidentiality of records, and applicable quality assurance regulations.
10.2. In the event of a conflict between the terms of this agreement and State,
Federal, County, or municipal law or’ regi.~lations, the requirements of the
applicable law will take precedence over the requirements set forth in this
Agreement.
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10.3. Cántractor will timely and accurately complete, sign, and submit all
necessary documentation of compliance.
11. Non-Discrimination
11.1. Section 504. Section 504 applies only to contractors who are providing
services to members ofthe public. Contrac~or shall comply ‘with § 504 ofthe
Rehabilitation Act of 1973, which provides that no otherwise qualified
handicapped individual shall, solely by reason of a disability, be excluded
from the participation in, be denied the benefits of, or be subjected to
discrimination in the performance of this Agreement
11.2. General Non-Discrimination. No person shall, on the grounds of race,
color, religion, ancestry, gender, age (over 40), national origin, medical
condition (cancer), physical or mental disability, sexual orientation,
pregnancy, childbirth or related medical condition, marital ‘status, or political
a~liaiion be denied any beneflts or subject to discrimination under this
Agreement
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11.3. Equal Employment Opportunity. Contractor shall ensure ‘equal
employment opportunity based on objective standards of recruitment,
classification, selection, promotion, comp~nsation, performance evaluation,
and management relations for all employees under this Agreement.
‘Contractor’s equal employment policies shell be made available to County of
San Mateo upon request.
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11.4. Violation of Non-Discrimination Provisions. Violation of the nondiscrimination provisions of this Agreement shall be considered a breach of
this Agreement and subject Contractor to ~penalties, to be determined by the
County Manager, including but not limited to:
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11.4.1. Termination of this Agreement,
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SanMatco County S1w~ff’s Office
Northrop Grwmuaii Public Safety, Inc.
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11.4.2. Disqualification of Contractor from bidding on or being awarded a
County contract for a period of up to 3 years;
11.4.3. Liquidated damages of $2,500 per violation; and,
11.5. To effectuate the provisions of thi~ section, the County Manager shall
have the authority to examine Contractor’s employmeiit records with respect
to compliance with this paragraph and/or to set off all or any portion of the
amount described in this paragraph against amounts due to Contractor under
the Agreement or any other Agreement between Contractor and County.
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11.6. Contractor shall report’ to the County Manager the filing by any person in
San Mateo County Superior Court of any complaint of discrimination or the
filing by any person of any and all charges with the San Mateo County Equal
Employment Opportunity Commission, the San Mateo County Fair
Employment and Housing Commission or any other San Mateo County entity
charged with the investigation of allegations within Thirty (30) days of such
filing, provided that within such thirty (30) days such entity has not notified
Contractor that such charges are dismIssed or otherwise unfotinded~ Such
notification shall include the name of the complainant, a copy of such
complaint, and a description of the circumstance. Contractor shall provide
County with a copy oftheir response to the Complaint when filed.
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11.7. Compliance with Equal Bene~ts Ordinance. With respect to the provision
of employee benefits, Contractor shall comply with the County Ordinance
that prohibits contractors from discriminating in the provision of employee
benefits between an employee with a domestic partner and an employee with
a spouse.
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11.8. Contractor shall comply fully with the non-discrirnin~tion requirements
required by 41 CFR 60-741.5(a), which is incorporated herein as if fully set
forth.
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12. Retention of Records
Contractor shall maintain all required records for three (3) years after County makes final
payment and all other’ pending matters are closed, and shall be subject to the examination
and/or audit of County, a Federal grantor agency, and the State of California.
San Mateo County Sheri~’s Office
Noithrop GTUmTnan PUblIC Safety, Inc.
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A~eenient
13. Merger Clause
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This Agreement, including the Exhibits attached he9eto and incorporated herein by
reference, constitutes the sole Agreement of the parties hereto and correctly states the
rights, duties, and obligations of each party’ as of tl~is document~s date. Any prior
agreement, promises, negotiations, or representations between the parties not expressly
stated in this document are not binding. All subsequent modifications shall be in writing
and signed by the parties.
14. Controlling Law
The validity of this Agreement and of its terms or provisions, as well as the rights and
duties of the parties hereunder, the interpretation, and performance of this Agreement
shall be governed by the laws ofthe State of California.
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15. Notices
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Any notice, request, demand, or other communication required or permitted hereunder
shall ‘he deemed to be properly given when deposited~in the United State mail, postage
prepaid, or when deposited with a public telegraph ~company for transmittal, charges
prepaid, addressed to
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In the caseof Cóunty,.to:
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San Mateo County
Mtention: Dennis Ryan
400 County Center
Third Floor
Redwood City, CA 94063
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In the case of Contractor,to:
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NORTHROP GRUMMAN PUBLIC SAFETY~ INC.
12005 Sunrise Valley Drive
MailStop#
• Reston,VA20191
Attn: Mr. John Kouri
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San’ Mateo County Sheriff’s Office
Noitbrop GILUXUDSnPublic Safety, Inc.
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Agreement
IN TWITNESS WHEREOF, the parties hereto, by their duly authorized representatives,
have affixed their hands.
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COUNTY OF SAN MATBO
By:____________________________
President, Board of Supervisors, San Mateo County
Date: _________________________________
ATTBST:
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By:
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Clerk of Said Board
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NORTHROP GRUMMAN PUBLIC SAFETY, INC.
Contractor’s Signature
Date:
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SanMateo County Sheriff’s Office
Northrop GrUnunanPUblIC Safety, Inc.
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Exhibit A
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•EXHIBIT A
Additional Terms and Conditions
1. ExhibitS
In the event of any conflict or inconsistency among do
iments related to this Agreement,
said conflict or inconsistency shall be resolved by givin, ~ precedence to this Agreement
2. Services to be Performed by Contractor
2.1. All hardware and sofiwarespecified in the Sta Lenient of Work shall be delivered
by Contractor in time tO comply with the req iirements of the project schedule.
The risk of loss to the hardware specified in ti •e Statement of Work shall remain
with Contractor until delivered to County at Cc unty’ S installation site.
2.2. Equipment specified as provided by Contractc must be furnished as new, still in
production, and ma condition that enables mai ufacturer warranties to be valid.
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3. Definitions
3.1. “Agreement” shall mean this Agreement betv reen Contractor and County and its
exhibits, as the same may from time to timel e amended in accordance with the
terms hereof.
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3.2. “Documentation” shall mean, ‘with respect t any software application listed in
the Statement of Work~ those printed ins ructioñs, manuals, and diagrams
pertaining to and furnished with such software application.
3.3. “System” shall mean the hardware, softw ire, and related materials in the
Statement ofWork.
4. Confidential Information
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4.1.. County Confidential Information. All County Confidential Information (as
defined below) shall be held in strict confld~nee by Contractor, and Contractor
shall nOt, without County’s prior wi-itten consent, (i) disclose such information to
any person or entity other than to the Contractor’s employees or consultants
legally bound to abide by the terms hereof~ and having a need to know such
information in connection with Contractot~’s performance of its obligations
hereunder, or (ii) use such information other than in connection with the
San Mateo County Sheriff’s Office
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Exhibit A
performance of its obligations hereunder. The term “County Confidential
Information” shall include all County data and other written information of a
óonfldential nature clearly labeled by County as being confidential. Contractor
understands and agrees that the unauthorized use or disclosure of County
‘Confidential Information may irreparably damage County. In the event of
Contractor’s breach or threatened breach of any of the provisions in this Section
5.a, County shall be entitled to an injunction obtained from any court having
appropriate jurisdiction retrs~ining Contractor from any unauthorized use or
disclosure ofany County Confidential Information.
4.2. Contractor Confidential Information. All Contractor Confidential Information
(as defined below) shall be held in strict confidence by County, and County shall
not, without Contractor’s prIor written consent, (i) disclose such information to
any person or entity other than to County’s employees or consultants legally
bound to abide by the terms hereof and having.a need to knáw such information
in connection with County’s performance of its obligations hereunder, or (ii) use
such information other than in connection with the performance of its obligations
hereunder. The term Contractor Confidential Information Shall include the all
software applications developed by Contractor, whether or not licensed to
County, as well as any written information disclosed by Contractor to County
under ‘this Agreement, including, but not limited to, any trade secrets,
‘confidential knowledge, data, information relating to Contractor’s products,
marketing and selling, business plans, budgets and unpubliShed financial
•statements, licenses, prices and costs, suppliers and custotaers, and information
regarding the skills and compensation of Contractgr”s employees or other
consultants. County understands and agrees that the ‘Contractor Confidential
Information constitutes a valuable business asset of Contractor,. the unauthorized
use or disclosure of which may irreparably damage Contractor. In the ‘event of
County’s breath or threatened breath of any ofthe proviSions in this Section 5.b,
• Contractor shall be entitled to an ir~junction obtained from any court having
appropriate jurisdiction restraining County from any unauthorized use or
disclosure of any Contractor Confidential Information.
4.3. Exclusions. Notwithstanding Section 4.1. or Section 4.2. hereof, neither County
Confidential Information nor Contractor Confidential Information shall include
information which the recipient can demonstrate by competent written proof:
4.3.1. Is now, or hereafter becomes, through no act or failure to act on the part of
the recipient, generally known or available or otherwise part of the public
domain;
4.3.2. Is rightfully known by the recipient without restriction on use prior to its
first receipt of such ‘information from the disclosing party as evidenced by its
records;
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Northrop GTWUIOaIi Public Safety, Inc.
Exhibit A
4.3.3. is hereafter furnished to the recipient by ~ third party authorized to furnish
the information to the recipient, as a matter of right and without restriction
on disclosure; or
4.3.4. Is the subject of a written permission by ~he disclosing party to disclose.
4.4. Exceptions. Notwithstanding Section 4.1. or Section 4.2. hereof disclosure of
County Confidential Information or Contractor Confidential Information shall
not be precluded if
4.4.1. Such disclosure is in ‘response to a ~valid order of a court or other
governmental body ofthe United States or any political subdivision thereof;
• provided, however, that the recipient of +ch confidential information shall
first have given notice to the other party and shall have made a reasonable
effort to obtain a protective order requiring that the information to be
disclosed by used only for the purposes id which the order was issued,
4.4.2. Such disclosure is necessary to establish rights or enforce’ obligations
“under this Agreement, but only to the extent that any such disclosure is
•necessary for such purpose;
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4,4.3’ ~fle recipient of such confidential infopnation received the prior written
• consent to such disclosure from the disclosing party, but only to the extent
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‘permitted in such consent, or
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4.4.4. •Such disclosure is ‘in response to a ~equest for information under the
Federal Freedom of Information Act or the California Public Records Act
(Gov’t. Code Sec. 6250 et seq.), but only ~o the extent that such disclosure is
required under such acts.
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4~5. Survival. The obligations hereunder with~ respect to each item of County
Confidential Information and Contractor Confidential Information shall survive
the termination of this Agreement.
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5. Warranty
5.1. Warranties. For a period commencing on t~ie date of successful completion of
the System Reliability Test, or acceptance by’ beneficial use of each respective
System, whichever occurs first, and concluding one year thereafter, Contractor
warrants that:
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ExhibitA
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5.1.1. The software provided by it under this Agreement (both individually and
as an entire system) shall perform in accordance with the Functional
Specification Document (FSD) as applicable; and
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5.1.2. The services performed by it under this Agreement shall be performed in
accordance ‘with the ordinary skill and care that would reasonably be
executed by those who are knowledgeable, trained, and experienced in
rendering the services required at the time such services are performed. The
warranty for all base station equipment provided by Contractor under this
Agreement shall be in effeot for one (1) year from date of installation. The
base station equipment includes the following Cisco Wireless
Communication Infrastructure Hardware; Cisco Aironet® 350 Wireless
802.1 1B/G AP) at the Substations throughout San Mateo County, the Radius
Servers and Cisco 1760 VPN Router., The warranty for all mobile
equipment provided by Contractor under this Agreement shall be in effect
for one year from the date of installation according to Contractor’s
installation schedule.
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5.1.3. ThESE WARRANTEES ARE IN L1~U OF AND EXCLuDE ALL
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Omi~R WARRANTIES OF ANY KIND, E1Tku~R EXPRESS OR
Th1PLIE~, INcLUDING, BuT NOT LINITEI) TO, ANY
WARRANTY OF MERCRANTABIUTY,’ ~1TNESS FOR’ A
PARTICULAR PURPOSE, PERFORMANCE OF PROFESSIONAL
SERVICES, AND ANY WARRANTY WHICH MAY ARISE BY
REASON ‘OF USAGE OF TRADE OR ‘CUSTOM OR COURSE OF
DEALINGS.
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5.2. Remedies
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5.2.1. If, during the warranty period specified in Section 5.1., above, County (a)
discovers that the equipment provided by Contractor under this Agreement is
not in accordance with the express warranty set forth in Section 6.a., and
notifies Contractor in writing, of such, then Contractor shall, without charge
to County and on behalf of County, be responsible for the enforcement of, or
will perform WithOUt charge, the applicable obligations which the supplier of
such equipment may ‘have with respect to repairing or replacing such
equipment to the extent necessary to correct such defects.
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5.2.2. If, during the warranty period specified in Section 5.1., abQve, County
(a) discovers defects in the software provided by Contractor under this
Agreement, such that the software will not perform in accordance with the
express warranty set forth in Section a., and (b)notifies Contractor, in
writing, of such defects, then Contractor shall, without charge to County,
correct such defects.
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Exhibit A
5.2.3. 11, during the warranty period speqIfied in Section 5.1., County
(a) discovers that the services performed by Contractor under this
‘Agreement had not been performed in accordance with the express warranty
set forth in Section 5.a., and (b) notifies Contractor in writing of such faulty
services, then Contractor shall, without charge to County, re-perform such
services to the extent necessary to correct the fault therein.
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5.2.4. Every claim that Contractor’s goods or services are faulty shall be deemed
waived unless such claim is made in writing during the warranty period
specified in a. above.
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5.2.5. TILE REMEDIES SET FORTh IN THIS SECTION 5.2. ARE IN
LIEU OF AND EXCLUDE ALL OiliER REMEDIES AVAILABLE
TO COUNTY RELATING TO WARRANTIES FOR PRODUCTS
AND SERVICES PROVJDED UNDER TIllS AGREEMENT.
6. Limitation of Liability
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In no event shall either party hereto be liable for special, indirect, or consequential
damages ofany nature.
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7. Installation Dependencies and Delays
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7.1. County Responsibilities. County agrees to provide those services and facilities
necessary for the implementation of the System that are set forth as County’s
obligations or responsibilities in the Statement of Work. ~County acknowledges
• that the’ dates set forth in the Project Schedule~ for completion of the Agreement
depend, in part, upon the timely fulfillment of County Responsibilities. County’s
failure to perform County Responsibilities in accordance with the Project
Schedule and the Statement of Work shall constitute amaterial default under the
• Agreement. In accordance with the Statemer~t of Worlç County shall respond
within fifteen (15) business days to any written request submitted by Contractor
for information~ clarification, or approval of any designs, specifications,
documents; or proposed change orders or amendments. County’s failure to
respond within’ this 15-day response period shall constitute a material default
under this Agreement.
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7.2. Change Orders. The scope and schedule of services and materials~ provided
under this Agreement may be changed from time to time only by a written
• change order (a “Change Order”) mutually agreed upon and signed by duly
authorized representatives of each of the parties. When a change causes a
modification to the Agreement price or the amount of time needed to complete
such change, the Milestone Payment Schedule and Project Schedule shall be
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Safety, Inc.
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ExhibitA
amended, as necessary. Design, development, and implementation work on
change order items will be performed at reasonable billing rates to be mutually
agreed upon by the parties. Contractor shall negotiate in good faith and in a
timely manner as to the price of the change orders. If the parties reach an
agreement, the Agreement shall be amended as necessary to reflect the change
order.
7.3. Approval of Change Orders up to 10%. It is hereby agreed that Contractor
and the Sheriff of San Mateo County, as a duly authorized representative of
• County, shall have the ability to approve Change Orders, mutually agreed upon
as per Section 7.2~, that either have no fiscal impact, such as an exchange of
• goods or services within the existing Agreement, or that result in a change of
costs, whether increase or decrease, that in the aggregate of all such Change
Orders approved during the full course of this Agreement, do not exceed a total
dollar value of Ten Percent (10%), or Fifty-Four Thousand Dollars ($54,000) of
the basic Not-to-Exceed obligation ($540,000) of the County to pay Contractor,
as set forth in Section 3. of this Agreement. Any and all Change Orders which
would result in a total dollar value change exceeding Ten Percent (10%) or
$54,000, shall require formal approval by the County Board of Supervisors as the
final legal authority for the County of San Mateo~
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8. Additional Terms and Conditions of the Work
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8.1. Extra Work. No claims for extra work will be allowed unless the same shall
have been previously agreed to by County in a written Change Order pursuant to
Section 7.2. hereof.
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8.2. Status Reports. Contractor shall submit, in a format mutually agreeable to both
• parties, written monthly reports on the status of the work so that County is kept
• fully informed of its progress. County shall designate in writing, from time to
lime, its project manager or other representative to whom required reports shall
be submitted to County so that they are received by County no later than the 10~
day of each calendar month.
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Contractor agrees that any employee, agent,
subcontractor or consultant having access to any installation site or to any
records or information relating, pertaining to or included in the System shall be
required to provide their name, date of birth, and driver’s license number and, at
• County’s expense, shall submit to fingerprinting and a “California Identification
Search” in order to verify this person’s status and fitness to perform under this
Agreement. County’s Sheriffwill have sole discretion on whether to approve or
• 8.3. Verification of Background.
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disapprove any Contractor employee.
San Mateo County Sheriff’s Office
Northrop GnumflauPublic Safety, Inc.
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Page 15 of 31
EXbTh~t A
9. License
9~1. Acknowledgment of Ownership. Contractor qwns all right, title and interest to
the CommandPointThl Mobile Software and the FSD, the interface software
developed or utilized in the course of this Agre~ment and related documentation
(the “Contractor Software”), including all custom modifications, derivative works
and all technical and functional designs relati4 thereto. None of the services
hereunder shall be considered “work for hire” within the meaning of Federal
copyright law (17 U.S.C. Section 101 et seq.)~ County shall not disassemble,
decompile, or reverse engineer the Contractor Software and any information
obtained in violation of this provision shall be deemed confidential information
owned exclusivelyby Contractor.
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9.2. Operating License. Subsequent to and upon Acceptance and payment of all
•amounts due under this Agreement, County sha~1 be granted a paid-up, perpetual,
non-exclusive, not transferable operating licen~e in object code form to install,
store, load, execute and display (collectively, “Use”) the Contractor Software on
•
the System. County may make one (1) archival copy for back-up purposes.
Contractor reserves all rights not expressly granted. This license is for operations
• use only and does nOt authorize County to make any alteralions, adaptations,
translations, or derivative works. Any other software provided in this agreement
shall be in accordance with the licensors of such software.
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9.3. Source Code.
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9.3.1. Source Code. After acceptance of the System and the receipt of the final
payment for same, source code, unencrypt~d and in machine readable form,
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and related program documentation for~ all of the installed Contractor
software shall .be provided to a mutually agreeable escrow agent under the
terms and conditions and ~onfidentialit~ provisions as set forth in this
Section 9. Contractor shall be responsible for all fees to be paid under any
such escrow agreement, provided the Coumity has the software maintained by
Contractor under a valid maintenance agreement. Under no circumstances
shall Contractor be obligated to provide so~.uce code to the Operating System
Dependent Layer (OSDL), or any third pax~y software provided hereunder.
• 9.3.2.
• The escrow instructions shall provide that upon the escrow agent’s receipt
• of written notice from either County or C~ntractor that Contractor is unable,
for any reason whatsoever, to continue~ to support the software to the
satisfaction of the county, the escrow agent is authorized and directed to
release the source code, unencrypted ana in machine readable form, and
related program documentation for all of the installed Contractor software to
• County. Said release shall take place ritbin five (5) business days of
receiving said notice from citherCounty o~ Contractor.
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San Mateo County Shetiff’s Office
NorthrOp GXUJnmaIi Public Safety, Inc.
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Page 16 of3l
Exhibit A
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9.4. Third-Party Software. Contractor may provide to County certain third-party
software applications in the quantities requested by County pursuant to this
Agreement. The right to use any such Third-Party Software may be granted to
County under the Software License Agreement or pursuant to a separate software
license agreement with the developer of such Third-Party Software. Contractor
represents and warrants that, prior to the installation of any Third-Party Software
on the System, copies of any license agreement relating to such Third-Party
Software will be provided to County for review. County shall have no right to
the source code with respect to any Third-Party Software.
9.5. Documentation. Contractor shall provide current and accurate Documentation
with respect to each software application including, a “user manual” for each
software application and sufficient copies, including an electronic copy, thereof
as prescribed•in the Statement of Work. It is the intent of the parties that the user
manual be written in a manner so that County personnel may utilize the manual
as a reliable resource for understanding the System’s operations and for trouble
shooting while working on the System.
10. Force Majeure
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Neither party shall be responsible for delays caused by acts of God or of the public
ertemy, fire, floods, tidal waves, earthquakes, epidemics, srtikes, labor disputes, shortage
of materials and freight embargoes, power failures or spikes, provided that the party
desiring to invoke this clause shall notify the other party in writing of the cause or causes
of the delay within tan (1(f) business days of the beginning ~of such cause or causes and
• shall exercise due diligence in attempting to avoid any delays and br the impacts of any
delays. A delay caused by a shortage of materials shall not be excused unless the party
• seeking to invoke this clause furnishes documentary proof that it has diligently made
every effort to obtain such materials from all known sources.
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11. No Third Party Beneficiaries
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This Agreement is not intended to create any right in or for the public, or any member of
the public, any subcontractor, supplier, or any other third party, or to authorize anyone
not a party to this Agreement to maintain a suit to enforce or take advantage of its terms.
The duties, obligations, and responsibilities of the parties to this Agreement with respect
to third parties shall remain as imposed by law.
12. Severability
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If any provision of this Agreement shall for any reason be held to be invalid, illegal,
unenforceable, or in conflict with any law of a federal, state, or local government having
jurisdiction over this Agreement, such provision shall be construed so as to make it
San Mateo County Sheriff’s Office
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Northrop Grumman Public Safety. Inc.
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Page 17 of 31
Exhibit A
enforceable to the greatest extent permitted, such provision shall remain in effect to the
greatest extent permitted and the remaining provisions of this Agreement shall remain in
full force and effect.
13.. Counterparts
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This Agreement may be executed simultaneously or concurrently in one or more
counterparts, each of which shall be deemed a duplicate original but all of which together
shall constitute one and the same Agreement.
14. Project Managers
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14.1.
Contractor Project Manager. Within ten (10) days of execution of this
Agreement, Contractor shall designate in writing a single individual to act as the
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project manager (the “Contractor Project Mange?’). The Contractor Project
Manager shall be knowledgeable regarding the nature, implementation, and use
off the System, and shall have sufficient prior working experience with the
implementation and use of the System, including its hardware and software
components, so that the Contractor Project Manager can serve as a resource and
guide to County in th~ implementation and use of the System. The Contractor
Project Manager shall ensure Contractor’s compliance with, and shall coordinate
:appropiiate schedules in connection with, Contractor’s obligations hereunder.
The Contractor shall use its best efforts to maintain the same Contractor Project
Manager for the duration of this Agreement However, Contractor may change
the individual designated hereunder by providing County with fifteen (15) days
advange written notice designating the new individual authorized to act as the
Contractor Project Manager. Notwithstanding the foregoing~ Contractor has the
right to appoint a temporary Contractor Project Manager in connection with
short-term unavailability, sick leave, or reasonable vacations provided that
Contractor notifies County in writing of any such temporary appainiments.
14.2.
County Project Manager. Within ten~(l0) days of the execution of this
•Agreement, County shall designate in writing a single individual to act as
County’s project manager (the “County Project Manager”). The County Project
Manager shall ensure County’s compliance with, and shall coordinate
• appropriate schedules in connection with, County’s obligations hereunder.
County shall use its best efforts to maintain the same County Project Manager for
the duration of this Agreement. However, County may change the individual
designated hereunder by providing Contractor with advance written notice
designating the new individual authorized to acct as the County Project Manager.
Notwithstanding the foregoing, County has the right to appoint a temporary
• County Project Manager in connection with short-term unavailability, sick leave,
o~ reasonable vacations provided that it notifies Contractor in writing of any such
temporary appointments.
SanMateoCountySheriff’sOfflce
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Northrop GrummanPublic Safety, Inc.
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Exhibit A
14.3.
Project Manager Communication. The Contractor Project Manager and
the County Project Manager shall be accessible by telephone or by electronic
pager throughout the duration ofthis Agreement Prior to cutover of the System,
both the Contractor Project Manager and the County Project Manager shall be
available eight (8) hours per day five (5) days per week, excluding holidays and
weekends. From time to time, it may be necessary to adjust those hours to
support specific project goals and objectives. Such adjustments shall be made as
agreed to by both parties. During any Reliability Testing period, the Contractor
Project Manager must be available on a twenty-four (24) hour basis, seven (7)
days per week.
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14.4.
Project Manager Replacement. IfCounty should desire that Contractor
replace its Project Manager or any o~er p~sonnel assigned to assist the proje~
such request shall be made in writing, include County’s basis for the request, and
delivered in accor4ance with Section 26 hereof Contractor’s compliance with
such requests shall not be unreasonably withheld.
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15. News Releases
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News r~leases and all other related information pertaining to this Agreement shall not be
made available to anyone by Contractor without the prior written approval of County.
16. Entire Agreement
•The making execution and delivery of this Agreement has been induced by no
representations, statements, warranties or other agreements except as expressed by the
written tenus of this Agreement. The parties acknowledge that no employee, agent, or
representatiw of Contractor has the authority to bind Contractor to any representation not
expressly contained in a written agreement signed by a duly authorized representative of
• Contractor. This Agreement embodies the entire understanding of the ~ardes and
supersedes all prior or contemporaneous proposals, purchase orders, understandings,
representations, conditions, warranties, covenants, and other telecommunications
between the parties, whether oral or written, relating to the subject of the Agreement
unless expressly set forth or referred to in the Agreement.. The parties agree that this
Agreement may not in any way be contradicted by a prior or existing course of dealing
between them or by any usage of trade or custom.
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17. Construction
•
The paragraph and section headings used in this Agreement or in. any Exhibit hereto are
• for convenience and ease of reference only, and dO not define, limit, augment, or describe
the scope, cOntent or intent of this Agreement. Any term referencing time, days, or
period for performance shall be deemed calendar days and not business days, unless
otherwise expressly provided herein.
San Matco County Sheriff~s Office
Page 19 of 31
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Northrop Grumman Public Safety, Inc.
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ExhibitB
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EXHIBIT B
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Statement of Work
General
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Contractor Responsibilities
1.1.
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1.1.1.
Contractor will provide CommandFoint~ Mobile for
County operating on the current County CAD/MSS system.
CommandPoinP& Mobile soft~vare enables voiceless dispatch,
status updates,
database inquii’y,
and messaging.
CommandPoinf~ Mobile is touch screen driven, intuitive, and
very tighta~y integrated to the CAD system that the County
operates, PSI CAD. As par~of the proposed scope of worlç
Contractor willfully integrate ~ommandFointrM Mobile with the
Tiburon APR system so that incident/call data is passed to the
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AFR hi XMLformaz~ This software option offers Cowny the best
possible coifiguration. The .a~ispatchfiinclions are handled by
• the mobile software designed,.~for ~Cou,ny’s current GIlD by the
designers of County’s CAD. ~“he interface to the Tiburon APR
enables the County to utilize t1~AFR designedfor County’s Ri%iS
by those who designed the ~?M. This approach not only
maximizes utility of both the CAD andRikiS, but also in~’ures that
incident data will flow through. the enifre process without the
need ofduplicate entry.
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1.1.2.
The CAD/MSS system and Mobile County software will
communicate using TCP/IP. over EDGE communicatiOns~
CommandPointTM Mobile will operate alongside the other
County mobiles as a new and separate tertninal type and will not
• affect operation or functionali4 of the existing terminals.
1.1.3.
Contractor shall designate a single individual as Project
Manager who shall be the single point of contact with whom
County shall work f ‘the implementation ofthe System.
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1.1.4.
Provide and maintain an implementation plan and prqject
schedule.
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1.1.5.
Procure and provide the hardware and software listed in
Exhibit B.
SanMateoCountySheriff’sOfflce
Northrop Grumman Public Safety, Inc.
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1.2.
ExhibitB
County Responsibilities
1.2.1.
County shall designate a single individual as Project
Manager who shall be the single point of contact with whom
Contractor shall work for the implementation of the System.
1.2.2.
During the course of this A&eement~, County shall provide
Contractor’s personnel with adequate workspace an. such other
related facilities as may reasonably be required by Contractor to
carry out its óbli~ations enumerated herein.
2. CornmahdPoint~ Mobile
2.1.
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Contractor ResponsIbilities
2.1.1. Contractor will also provide project management and technical software
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integration services to implement the CommandPoini~ Mobile on the
• County CAD/MSS system.
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2.1.2. Configure the baseline version of CommandPoint~’ Mobile to function
using the current CAD mobile functionality. This con uration will contain
• the following features:
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2.1.2.1.Customized keyboard layout for function keys Fl through F12. An
effort will be made to Tkeep the function key ‘layout as similar to the
eurrent software as possible. Functions assigned must either be
existing ‘CAD commands or available functions local to
CommandPointTM Mobile existing in the baseline configuration.
2.1.2.2.Screen. layout will include command line, default window, error
window, up to 20 function buttons on the screen, 10 across the top and
up to 10 on the status bar. Status bar buttons include up to ten status
•
buttons across the bottom of the screen on the status bar. If more than
10 status buttons are required, less essential status commands may be,
accessed via drop-down menu or on a button menu page. Other button
•
functions will be determined jointly with authorized County personnel
from functions currently available to the CAl) system or local functions.
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currently supported by the Mobile software.
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2.1 .2.3.Buttons will be labeled in plain text using any available font or color
(font must be installed on the MDC/PC and color must be displayable
by the video capabilities of the MDC/PC). Font is not required to be
fixed-width on the on-screen buttons.
San Mateo County Sheriff’s Office
Northrop Onunman Public Safety, Inc.
Page 21 of 31
Exhibit B
2.1 .2’.4.A prior command list display with previous/next function.. When
• activated, this function will split the default display area in two. Onehalf of the default window will display the last 100 commands entered
on the mobile. The other half continues to display the normal default
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window. The user may select a comi9and by pressing the screen (touch
screen MDCIPC only), left clicking ~ith the mouse or by using the
cursor keys. The selected command ~will appear on the command line
for re-use by the mobile user. The previous/next function allows the
user to move backward and forward through the command queue
without opening the list window.
2. l.2.5.A received message list with previous/next and delete functions.
When ‘activated, this function splits the default display area in two.
One-half of the default window displ~ys the last 100 messages received
by’ the mobile. ‘The time and date received along with the first few
characters of the message are displa ed on a sing1~ line providing a
convenient summary list. The other half of the default area continues
to display the normal default window. The user may select a message
by pressing the screen (touch screen MDCLPC only), left clicking with’
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‘the mouse or by using the cursor ~eys. The selected message will
appear in the default area. The previous/next function allows user to
page backward and forward through the received thessage queue
without opening the list window.
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•2.’l.2.6.A pop-up window for dispatch notifications. When., a dis$tch
notification is sent from ‘the CAD system to the mobile a small window
will appear on the screen regardless of whether or not the mobile
software has the focus. The windo’c~ flashes red and gray and has the
word “DISP” on it. This window act~ as a screen button. Pressing this
‘will bring the mobile software into the foreground and display the
dispatch notification.
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2.1.2.7.A pop-up window displaying a xn~ssage wailing notification. This
functions Similar to the pop-sip window for dispatch notifications. This
window only appears if no messages~~ were waiting before the arrival of
a new CAD message and the mobile software does not currently have
the focus.
2.1.2.8.H’IML mask modeling. This allows for protected and unprotected
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fields of a mask to be displayed in separate colors and fonts ‘from the
background to make them easier to read. This affects masks requiring
user input, such as the Sign On mask.
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San Mateo County Sheriff’s Office
Northrop Gmn~man Public Safety, Inc.
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Page 22of31
EXIIibitB
2.1.2.9.A reply feature for admin messages. A mask local to the mobile
software takes the “from” terminal ID of an admin message and starts a
“reply” message with this terminal ID as the destination. This reply
message also contains, a subject field that consists ofthe first line of the
original message. This allows users to follow the thread of a
conversation when a series of messages are sent back and forth between
CAD and Mobile users.
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2.1.3. Modification of the MDT status module to output unit status display
information to mobile terminals. This allows for the display of the unit’s
current status at all times on the mobile terminal. This modification also
supports a unit location display that displays the unit’s current location if
known~ and remains blank if the unit is not assigned to a location. The
• CommandFoin~’ Mobile Software status buttons will change color upon
acknowledgement of status change by CAD.
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2.1.4. Provide an interface (TIOP) between the County CAD/MSS system and
CommandPoint~Mobile using TCP/IP over EDGE.
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2.1.5. Create a new mobile type definition in the CAD system to allow the
•ComnuindPoin(~ Mobile units to receive data and messages without
affecting the operation of other currently existing mobile formats on the
County system.
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2.1.6. CommandPoinf~Mobi1e functionality will be integrated with the existing
functionality of Contractor’s CAD applicaticms.
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2.1.7. Create ‘and deliver to ‘County a CommandFoinf~ Mobile Tra~ni’n.g
Document and Command SyntaxList Document.
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2.1.8. Create and deliver a CommandPoinf~ Mobile Functional Specification
Document.
2.1.9. Create and deliver to County a CommandFoini~ Mobile Functional
Acceptance Test Document.
2.2.
County Responsibilifies
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2.2.1. Before installation can begin, Contractor will work with County to
establish a duplicate software environment (“New Project”) on County’s
CAD srver. This “New Project” will contain all of the CAD code in use at
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time in Office
County’s production CAD environment County will work with
San Mateo County
Page 23 of 31
Northrop (3mmimm Public Safety, Inc.
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Exhibit~
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Contractor to apply any County coding changes to the “New Project”
environment that reflect changes to County’s production CAD environment
Contractor will make all necessary changes in the “New Project”
• environment and use this environment for testing in fulfilment of this
Agreement Contractor ‘will work with County to schedule and apply the
“New Project” environment to County’s production CAD system. A total
system recompile (ASMALL) will be required. A “cold” restart of the live
•CAD system may be requireL
2.2.2. No new CAD functionality is included with this project unless specified in
the above scope ofwork.
2.2.3. Provide Contractor with a copy of all current CADLMSS source code on
the County CAD/MSS system so that it may be duplicated on Contractor’s
office test servers. Contractor and County will request source code from the
County’s CADIMSS System administrator.
2.2.4. Provide County technical employees knowledgeable with both the
function of the CAD system and the mobile system to assist with project
implementation, testing, and acceptance. The technical employees will work
with Contractor progranimer to develop thr ~creen and function-key layout.
2.2.5. Review and approve the CommandPoinf~Mobile Functional Acceptance
Document provided by Contractor.
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2.2.6. Provide knowledgeable technical ~mployees for the Functional
Acceptance Test of the çom,~d’P~jn(rMMobile•
3. Hardware
3.1.
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Contractor ResponsibHities
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3.1.1.
Configure the Panasonic Mobile Data Hardware, Cisco
Network Equipment, and Cisco Wireless Communication
Thfrastructure Hardware. Install and configure the Wireless
Communication Infrastructure (Cisco Aironet® 350 Wireless
802.1 1B/G AP) at the Substations throughout San Mateo
County.
3.1.2.
Provide Panasonic Mobile Data Hardware (MDC)...,that has
the Windows XP or 2000 OS installed and configured.
Contractor will install and configure CommandPoin1~ Mobile
on the MDCs. Connect and integrate the Cisco Aironet® 350
San Mateo County Sheriff’s Office
Northrop Grumman Public Safety, Inc.
Page 24 of 31
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Exhibit B
Wireless 802.11B/G AP with the existing San Mateo Sheriffs
office LAN at the Substations.
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3.1.3.
InstallandconflguretheRADUlS Servers.
County Responsthilities
3.2.
•
3.2.1.
As previously indicated, County prefers to perform the
hardware installation in the Patrol cars. County technical staff
will be responsible to install and mount the MDCs in the
vehicles. Contractor will provide installation instructions and
training. If necessary, County will be responsible for the
Relocation of radio equipment and center console as specified to
accommodateproper location of the keyboard.
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4. TraIning
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3.2.2.
County will be responsible for installing and mounting the
Cisco Wireless LAN 12 DBI Omnidirect Mast Mount antenna
and Lightning Arrestor w/ Grounding on the roof of the
substations.
County will be responsible for installing,
connecting, and running the Wireless LAN antenna cable from
the Cisco Aironet® 350 Wireless 802.11B/G Access Point to the
antenna.
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Contractor Responsibilities
4.1.
4.1.1.
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CommandFoi,~ Mobile Software System Management
one eight-hour class for up to eight (8) students. Provides
instructioi~s on installation (both in-vehicle and on CAD),
• troubleshooting, and basic configuration changes.
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4.1.2.’
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Cisco System Management Training one four-hour class
for up to eight (8). students. Provides general instruction on
Tn~n~gement of access points, VPN services, and router configuration.
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4.1.3.
ComrnandFoint’~Mobile Software Train-the Trainer two
four-hour classes for eight students ~er class.
Provides
instructions on field use of CornmandPoint~ mobile software. Course
covers all aspects Of software operation and is designed to instruct
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attendees in training other users.
San Mateo County Sheriff’s Office
Northrop Grumman Public Safety, Inc.
Page 25 of3l
Exhibit B
4.1.4.
MDC Hardware installation
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one eight-hour training
session for four students. Provides instructions on installation.
4.2~
County Responsibilities
4.2.L Provide training facilities for up to eight (8) students and one instructor.
4.2.2. Schedule and provide training for remaining County users of
CommandFoint~Mobile.
5. Acceptance
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511. The above referenced CommandPoinfi~4 Mobile Training Document and
Command Syntax List Document will be the control documents used for
testing and acceptance of system commpnds, .functions and procedures.
Contractor will provide County with a complete and thorough written
Acceptance Test in a checklist format
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5.1.2. Contractor will provide in writing~ to County that the mobile
implementation is ready for functional acceptance testing. As the exercise of
each functional command and mask is completed by County, a notation of
•
acceptance will be made corresponding to the appropriate section of the
referenced CommandFoint~’ Mobile TrRining Document or Command
Syntax List Document. Any exceptions will be noted. A Contractor
• provided Software Incident P.~eport Tracking (SiRT) Form shall be used to
document and track the resolution of any noted exceptions.
5.13. After functional acceptance testing, Contractor will provide written
confirmation to County that the mobile solution is ready for live
implementation. At this time, County will provide to Contractor written
provisional, acceptance of the mobile solution in preparation for live
•implementation. The live implementation will commence within ten (10)
business days from provisional acceptance.
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5.14. Upon live implementation of the mobile solution, the Thirty-day (30)
acceptance period will commence. During this thirty-day period, the project
• team Will resolve any high priority exceptions, which will be tracked by
SIRT. After the thirty-day acceptance period, or based upon the terms and
conditions of this contract, the mobile solution will be deemed accepted and
transitioned to Contractor’s Customer Service Technical Support Group for
maint~ance. The Contractor Project Manager on behalf of County will
• handle the details and. supporting documentation for this transition.
Acceptatice Testing will begin either when seventeen (17) County vehicles
are completely setup if Contractor does the installation work, or however
many County vehicles are ready ifCounty does the installation work.
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San Mateo County Sheriff’s Office
Northrop Gunrunan Public Safety, Inc.
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Page 26 of 31
•
Exhibit B
5.1.. 5.. TI said System operates on-line at a level of effectiveness of ninety-five
percent (95%) for a period of thirty (30) consecutive days from the
commencement of the Acceptance Test, it shall be deemed to have met the
contractual standard of reliability for acceptance of said System. The level
• of effectiveness is a percentage figure determined by dividing the total
system operational time (time the System was available in a production
status to on-line users) by the number of hours in the reliability test period
[(30) days x24 hours per day = 720 hoursl. Downtime caused by equipment
not supplied by Contractor shall be included in the number of hours in the
•production status and shall not be grounds for restart of the Acceptance Test.
The total System operational lime defined above shall not be reduced for any
• periods of time that the system failed to meet System speed objectives so
long as the system was capable of being used, or was used, in a production
status to on-line users. Periods of sub-optimum System speed are to be
measured and addressed as performanceissues in accordance with the PSI).
‘
•
5.16. Failure of individual System components which do not materially affect
System j~er1ormance or render the System inoperable (including, but not
limited to, terthinals, printers or components for which backup devices are
available) shall not be.construed as thilure.or counted as downtime.
•
.
5.1.7, If, at any point, the System does’not pass the Acceptance Test, Contractor
•
•
•
will stop the test fixthe problem, .andrestürtlhe Acceptance Test. Itisnot
required that one Thirty (30) day period expire in order foi Contractor to
commence another Acceptance Test When Acceptance Test restarts, there
will be aminimum offourteen (14) consecutive days ofacceptance testing.
5.1.8. After the successful completion ofthe thirty (30) day Acceptance Test, the
mobile System will be deemed accepted and the one-year warranty shall
begin. The Systems shall be transitioned ‘to Contractor’s Customer Service
Technical Support Group for the warranty period. The Contractor Project
Manager on behalf of County will handle the details and supporting
documentation fOr this transition.
.
-
.
5.1.9. County will provide written notice of acceptance. of the System to
Contractor upon. successful completion of the Acceptance Test.
San Mate~ County Sherifi’s Office
Northrop Grumman Public Safety, Inc.
‘
•
•
Page 27 of 31
ExhibitC
-
‘a
EXHIBIT C
Price, Contract Amount, and Payment Schedule
1. Pricing
‘LI.
Hardware I COTS Software
I*J~
Mobile Data Hardware
Panasonic M34 256MB, 1GHZ Centrino,
40GB HD PDRC, Port Replicator
EDGE Modem with external antenna, 15’
serial cable
802.1 lb/g Wireless LAN Kit
Mobile Data Software
PSI Mobile Software
CF-M34CGFZKM CF-
51
VDLO2MKB
MP 175
51
$252,962
$67,163
•
•
K17804
51
$22,326
51
$0.00
•
•
Network Equipment
CISCO-1760-VPN-K9
AIR-AP352E2R-A-K9
‘1760 VPN Bundle WI VPN Module
CiscoAironet®350 Wireless 802.11B/G
AP
12 DBI Omnidirect Mast Mount
150 Ft Ultra Low Loss Cable
100 Ft Ultra Low Loss Cable
•
•‘ $49
$326
$243
2
2
2
$109
$340
51
$31,008
51
$9,302
2
$13,072
•
‘
.
$21
$20,618
•
‘
7
AP(7)
12DB! Omnidirect Mast Mount (7)
SanMateo County Sheriff’s Office
2
1
AIR-ACC2537-060
AIR-PWR-CORD-NA
•
‘
1
A1R-ACC3354
‘
,‘
$2,675
$1,457
_____
AIR-CAB 100ULL-R
Wireless Communications Infrastructure
Includes:
Cisco Aironet® 350 Wireless 802.11B/G
Northrup Grumman Public Safety, Inc.
_____
AIR-ANT4121
AIk-CAB15OULL-R
601n (l.SM) Bulkhead Extender
Lighthing Arrestor w/ Grounding
Air Line Cord North American
Mounting Hardware
Crown Vic Mounting Hardware
Ontional Hardware
Magnetic Strip Card Reader
Radius Servers
1
2
_____________
•
‘
.
7
•
Page2S of 31
Exhibit C
.
150 Ft Ultra Low Loss Cable (4)
7
7
7
.
l00FtUltraLowLossCable(3)
601n (1.5M) Bulkhead Extender (7)
Lightning Arrestor w/ Grounding (7)
Air Line Cord North American (7)
Installation
-
256MB
‘
7
7
7
‘
Add-On Memory
Panasonic
.
for
,
‘
51
‘
$421,671
‘
Total Hardware/Software
2. PSI Services
Detailed System Design
$6,8O1
-
$5,562
Tnstallation
Systems Integration
Project Management
$19,346
.
‘
.
0
$17,121
$14,890
User Tr2ilring
Formal Testing
‘
Cutover Support
$12,864
‘
Total PSI Services
Total Price, less Taxes
Estimated Taxes
@ 8.25%
$505,048
on Section A above
Total Obligation to Contractor, Including Estimated Taxes
S
San Mateo County Sheriff’s Office
Northrop GnumnanPublic Safety, Inc.
$34,788
S539.836
Page 29 of 31
Exhibit C
$54,000
Contingency Amount Held in Reserve by County
3. Payment Schedule
31.
HardwarelThlrd Party Software
The line item equipment
listed on Exhibit “C”, Section 1.1.
price
(plus
applicable taxes) shall be due as follows:
•
30% upon signingofAgreement
$126,501
65% plus applicable taxes upon delivery to
customer site or storage area.
*
0
0
$ 274.086*
5% upon Acceptance, as provided in this Agreemei~t
$21,084
Subtotal,
$421,671
does not include sales taxes that will be added to invoices as applicable
Partial deliveries, invoicing, and payment based on the individual line item prices
set forth in Exhibit “B”, Section LA. shall be permitted. Title to all equipment
provided hereunder shall pass to County upon payment of all amounts due
Contractor for the equipment under this Agreement Risk of loss shall be borne
by Contractor until delivery to the County’s site. County shall pay any personal
property taxes that may be assessed on the equipment after delivery to Customer’s
site.
3.2.
0
Software and Services and Miscellaneous
The milestone payments are as follows:
0
•
San Mateo County Sherifi~s °~
Northrup Grumman Public Safety, Inc.
0
0
Page 30 o131
.
Exhibit C
•
Sign Agreement
•
$41,689
•
Acceptance
$41,688
Total
$83,377
3.3.
•
0
•
Total Contract Value
Total Contract value, excluding applicable sales taxes
$505,048
Estimated sales taxes on Section 1.1.
$34.788
Total, Including Estimated taxes
•
$539836
•
Contin~encv amopnt held in reserve by County
Terms
4.
•
•
•
•
•
00
Payments are net thirty (30) days from date of invoice. Late payments shall be
subject to interest at the rate of 1.25% per month, or the maximum rate allowed
bylaw, whichever is less.
-
0
5. Sales and Use Taxes
•
0
$54.000
0
•
0
0
Customer shall be liable for all federal, state, and local sales, use, and excise taxes
that become due as a consequence of this Agreement Customer shall be liable
for any increase in tax rates or change in the scope of tax assessments whether
due to changes in any statutes or interpretation by any taxing authority.
-•
•
•
•
Customer shall not be liable for the payment of such taxes, provided it shall
furnish to Contractor an exemption certificate su~cient to exempt Contractor
from the payment of all such sales, use, and excise taxes. Should any such
certification furnished not be sufficient to exempt Contractor from the payment of
such taxes, County shall indemnify and hold Contractor harmless for all such
taxes assessed.
.
San Matco County Sheriff’s Office
Northrop GrummanPublic Safety, Inc.
Page 31 of 31
0
4•
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S
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