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Home My WebLink Aboutsubstitute back-upAGENDA ITEM RE.4-July 22, 2004 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: FROM : Honorable Mayor and Members Of The City Commission Jo Arriola Chief }administrator/City Manager DATE: SUBJECT REFERENCES: ENCLOSURES: Purchase of Public Safety Technology Enhancement Program FILE : Enclosed please find a substitute agenda packet for item RE.4, Purchase of Public Safety Technology Enhancement Program, scheduled for the July 22, 2004, City Commission Meeting. The terms, conditions, and price of the technology package for the Police and Fire Departments have been modified as follows: The project schedule, the precedence of the contract documents, the completion criteria, the maintenance terms, the delineation of interface responsibilities, and the liquidated damages, have been modified to reflect more favorable terms for the City. The total cost of the package has increased from $7,008,803 to $7,308,093 to provide for the purchase of two additional software modules and to provide for the delivery of an improved acceptance testing plan. JAj Xfr :nmg 6--00`710,Oldt4-0(410_, ,olte,R41-013 — The purpose of this effort is to improve the ability of the Miami Fire -Rescue and Police Departments to serve and protect the residents, business owners, and visitors of the City of Miami through the use of the latest software and hardware technological tools and enhancements available. The Fire -Rescue and Police Departments ability to provide service will be specifically enhanced in the following areas: Dispatching Calls for Emergency Service: Improves ability by the Miami Fire -Rescue and Police Departments to respond quickly and efficiently to citizens' requests for emergency assistance. The Computer Aided Dispatch system will also be enabled with the ability to utilize Automatic Vehicle Locators on Fire -Rescue and Police vehicles in order to provide better response to emergency calls for service and officer safety. The hardware for this function can be added to the mobile data system in the vehicles. Crime Reporting and Investigative Tools: Improves ability by the Miami Police Department to quickly and accurately collect crime reporting data and to use this information to develop investigative and preventive strategies. It also provides the ability for Police Commanders to track and monitor investigations from beginning to end. Crime Analysis: Enhances ability for the Miami Police Department to analyze crime trends and patterns in order to prevent future crimes. Strategic Planning: Enhances ability for Fire -Rescue personnel to assess life safety responses for service and plan staffing and apparatus deployment. Improves ability for Police Commanders to strategically assign police resources based on collective data from crime analysis and historical police response information. Mobile Tools: Improves ability for Fire -Rescue and Patrol Officers, Supervisors, and Investigators to access critical information from their mobile computer systems located in vehicles. This function provides critical information to responding personnel while enroute to emergency calls for service. For Fire -Rescue this could be hydrant locations or patient history at particular locations. For Police this improved ability keeps the officers to continue to patrol and remain in their respective neighborhoods for longer periods of time and makes them more efficient in many aspects by having readily available information for follow-up, investigative, and informational purposes. Property and Evidence Tracking: Improves ability to manage the evidence and property function of the Police Department. This software will greatly improve how we track incoming evidence and personal property and match it to other crimes that have occurred in the City of Miami. It will assist us in removing evidence and property on cases that have been closed, return property to victims, and/or dispose it as directed by the courts or through normal City processes. In the mid 1990's the Departments of Fire -Rescue, Information Technology and Police began a search for a replacement of existing, outdated mainframe new systems. Numerous systems were CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO : Joe Arriola Chief Administrator/City Manager FROM : Peter W. Dori Chief Infohna on er DATE : FILE SUBJECT : Proposed Resolution; Purchase of Public Safety Technology Program for the Police REFERENcEsand Fire Departments ENCLOSURES: Attached, pl sefind a package recommending that the City Commission adopt the attached Resolution au orizing the purchase of multiple systems that together is being called the Public Safety Technology Enhancement Program, or PSTEP as follows: Computer Aided Dispatch System (CAD), Law Records Management System (RMS or LRMS), and Premier Mobile Data Communications Systems (PMDC), for both Police and Fire Departments,_ utilizing existing Miami -Dade County RFP No. 317, from Printrak International, Inc., a wholly owned subsidiary of Motorola, Inc., a non-local/non-minority vendor, located at 6000 Spine Road, Boulder, Colorado 803201, in an amount not to exceed $7,308,093.45 which includes the project price of $6,960,089 plus a contingency fund of approximately 5% ($348,004.45). Further authorizing you to execute an agreement, in substantially the attached form, with Printrak International, Inc., for a period of five years, with the option to extend for five (5) additional one (1) year periods. This project has the concurrence of both Fire Chief William Bryson and Police Chief John Timoney. Together, our departments have negotiated discounts of $2,593,899 off of the original $9,250,512. Funding is to be provided from the U.S. Department of Justice COPS MORE 98 Grant and the Fire Fee. Should you have any questions or require additional information regarding this matter, do not hesitate to contact me. PWK:jtl MAINTENANCE SUMMARY Printrak Software Maintenance Premier MDC Software Maintenance Premier MDC Reporting Software Maintenance Premier Handheld Maintenance Premier Handheld Citation/Field Interview Maintenance Premier MDC Stratus Server Maintenance Premier CAD HP NonStop S Series Hardware Maintenance Premier CAD HP NonStop S Series Software Maintenance Premier CAD Network Technologies Software Maintenance Premier CAD Priority Dispatch Software Maintenance Premier CAD Hummingbird Software Maintenance ProQA Fire Software Licenses and interface Maintenance WinACE Software Maintenance Total Maintenance • Qty Description Printrak CAD Application Software - Includes: 2 CAD Server License - S7600 Series 2 GGM Server License- S7600 Series 1 First GGM PC License 1 UDT 4.0 License 84 AWW License 150 AWW License 1 CAD DSS Server License 1 Open Query Server License (over 50 Workstations) 462 Open Query Client Licenses Per License Fee (over 50) 1 ATM Server License 117 ATM Client Licenses Per License Fee (over 50) 1 AVL Playback License 1 AVL Server License 795 ATM Vehicle Client License GGM System Admin Kit Printrak CAD Application Software Subtotal: Printrak Infotrak RMS Application Software - Includes: 1 RMS Server Fee - Multi -Agency (200+) 450 RMS Query Only Client Access License 400 RMS Administrator Client Access License 1 RMS DSS License Fee (>50 Workstations) Printrak RMS Application Software Subtotal: Yearly Amount S 101,995 S 66,733 S 62,223 S 2,750 S 11,881 S 23,976 S 72,864 S 60,000 S 20,250 S 9,626 S 14,336 S 12,429 S 16,784 S 475,847 Subtotal S 1,629,950 S 780,000 Exhibit C-J, Deliverables/Pricing Proposal 00-0302-58A CN: 03-17510 Page CJ - 2 Printrak/Molorola Confidential Proprietary Information Rev. July 14, 2004 Qty Description Premier Handheld 25 Premier Handheld Client (500+ units) Premier Handheld Devices 25 Premier Handheld Devices Premier CAD HP NonStop S-Series Hardware - Includes: 1 S Series Double High Enclosure 4 S7600 Processor with 1 GB RAM 2 Power Shelf 2 Ethernet Controllers 1 4mm DAT, DDS 3 1 HSSC Server Connect 2 S Series Modem 2 S Series Console (Tower) 4 Modular SEB Base Unit 12 18GB Internal Disk Drive 1 ServerNet Wide Area Net Concentrator SWAN Adapter Cable HP NonStop S-Series Hardware Subtotal: Extended Price 813,750 8118,806 Premier CAD HP NonStop S-Series Software OLC (One -Time License Charge) - Includes: 1 TIM Kit 1 STD Himalaya 1 TCP/IP LAN Print Spooler 1 RSC/MP Host / Client 4 Pathway TS/MP 1 COBOL 85RTL for S Series 1 Performance Bundle Host 1 Netbatch 1 Viewpoint 1 Expand 1 Enform Plus 1 ITP Webserver HP NonStop S-Series Software Subtotal: $ 291,467 Premier CAD Disaster Recovery HP NonStop S-Series Hardware - Includes: 1 S Series Double High Enclosure 4 S7600 Processor with 1 GB RAM 2 Power Shelf 2 Ethernet Controllers 1 4mm DAT, DDS 3 1 HSSC Server Connect 2 S Series Modem 2 S Series Console (Tower) 4 Modular SEB Base Unit 12 18GB Internal Disk Drive 1 ServerNet Wide Area Net Concentrator 6 SWAN Adapter Cable HP NonStop S-Series Hardware Subtotal: $ 300,891 Erhibit C-1, Deliverables/Pricing Proposal 00-0302-58,4 CN: 03-17510 Page Cl - 4 Printrak/Motorola Confidential Proprietary Information Rev. July 14, 2004 Qty Description DSS/UDT Server 1 ProLiant DL580 1.4Mhz, Quad Processor, 4096MB RAM, (4) 36GB Disk Drive, Smart Array 642 Controller, (2) Hot Plug Power Supplies, 24x CD Rom, DLT 40/80 Extemal Tape Drive, Windows 2000 Server, SQL Server 2000 Enterprise, 3 year 7x24 Warranty 4 hour response BI Server 1 Proliant DL580 1.4Mhz Quad Processor 3072MB RAM, (2) 36GB Disk Drives, Smart Array 5i Plus Controller, (2) Hot Plug Power Supply, 24x IDE Slim - line CD -Rom, Windows 2000 Server, 3 year 7x24 Warranty 4 hour response PMDC Message Switch Server 2 Stratus ft 3300 2 way DMR 2.4 GHz CPU, 1024 MB RAM, 36GB Disk Drive, Dual NIC Card, Dual CD - Rom, Dual Serial and USB Port, Windows 2000 Server, Stratus ft Service Spare Server 2 42U Rack Warranty Upgrade from 3 years to 5 years Server Hardware/Software Subtotal: Workstation Hardware/Software CAD Workstations - 84 Evo D510 P4 2.4Ghz, 40GB Disk Drive, 1256MB RAM, 48x CD Rom, Sound Card, Graphics Card, Intel PRO/100 VM Network Connection, Colorgraphics Predator LT4 Quad Video Card, Windows 2000 1 Compaq 17" Monitor S7500 252 Compaq 20" Flat Panel (LCD) 21" CRT 1 BI Server License 1 BI Server 20 Concurrent Port Volume License 1 81 Server Training by Hummingbird 1 81 Web Server License 2 81 Query 10 User License 84 SQL 2000 Client Access License 117 ESRI MapObjects/Net Engine 1 PKZip for Windows Standard Plus Edition 1 Outside View Software License 1 GAP Software 15 ProQA Medical Priority Dispatch System Software 1 ProQA Faircom Server 1 ProQA Training - 3 days Workstation Hardware/Software Subtotal: 266,913 $ 715,152 Exhibit C-I, Deliverables/Pricing Proposal 00-0302-58A CN: 03-17510 Page CI - 6 Printrak/Motorola Confidential Proprietary Information Rev. July 14, 2004 Qty Description Group 3 - Quantity 2 16-Port Fibre Channel-2Gbit Switch with 16 Short -Wave Fibre Channel Ports (220-8296) 10M Multi -Mode FC Cable LC -SC (310-0794) - Quantity 5 Rack Rails for EMC 40U Rack or Clariion 39U Rack (310-2767) Type 2 Contract - Same Day 4-Hour 7x24 Parts and Labor On -Site Response, Initial Year (950-1720) Premium Enterprise Support - Gold - Premium Services (950-5927) Premium Enterprise Support - Gold - Advanced Software Support (950- 5987) Type 2 Contract - Same Day 4-Hour 7x24 Parts and Labor On -Site Response, 2YR Extended (950-1722) 16-Port Switch Installation (950-6747) Group 4 - Quantity 3 Base 2Gbit Emulex Optical HBA with Driver for WIN 2000 Attach (221- 0205) • 10M Muhi-Mode FC Cable LC -LC (310-1620) Type 2 Contract - Same Day 4-Hour 7x24 Parts and Labor On -Site Response, Initial Year (950-1740) Type 2 Contract - Same Day 4-Hour 7x24 Parts and Labor On -Site Response, 2YR Extended (950-1742) Add Non -Dell Server to Dell EMC SAN (902-0728) Navisphere Agent Installation (950-6758) Navisphere Power Path Installation (902-4367) Group 5 - Quantity 3 Base 2Gbit Emulex Optical HBA with Driver for WIN 2000 Attach (221- 0205) 10M Multi -Mode FC Cable LC -LC (310-1620) Type 2 Contract - Same Day 4-Hour 7x24 Parts and Labor On -Site Response, Initial Year (950-1740) Type 2 Contract - Same Day 4-Hour 7x24 Parts and Labor On -Site Response, 2YR Extended (950-1742) HBA Installation (950-6748) SOFTWARE & ACCESSORIES Cluster Kit, Ethernet Cable and Software for Fiber Channel Disc, 2 Customer Install (310-0299) Upgrade Kil for Navisphere Manager from Tier 5 through Tier 12 (420- 2674) Upgrade Kit for Access Logix for 4700 from Tier 5 through Tier 1 12,Customer Install (420-0702) 1 Bracket, 3.5U Spacer for DAE Enclosure, Customer Kit (310-2845) 3 HBA Utility CD,WIN Attach Customer Install (420-0903) 3 Navisphere Agent, WIN Attach (420-0895) 3 Power Path ENT Windows W orkgroup Customer Kit (420-0963) 3 HBA Utility CD,WIN Attach Customer Install (420-0903) Network Technologies DRNet Software Extended Price $ 110,284 Subtotal: $ 255,071 Exhibit C-1, Deliverables/Pricing Proposal 00-0302-58A CN: 03-17510 Page CI - 8 Printrah/Motorola Confidential Proprietary Information Rev. July 14, 2004 Acceptance Test Plan (Option #24) Acceptance Test Plan Subtotal: System Subtotal with Options Less Additonal Discount $ 56,544 $ 7,460,089 $ (500,000) System Grand Total (Base System): $ 6,960,089 'Note: This includes a site license for AWW Licenses not to exceed 234 licenses (Savings of $106,650) in addition there is no yearly maintenance for the additional licenses (Savings of $12,787). The ESRI Software licenses will be customer provided in order to offer this discounted price. Printrak Software Maintenance (7x24) Year 1 Year 2 Printrak Software Maintenance Warranty $ 101,995 Network Technologies Software Maintenance Warranty $ 20,250 Priority Dispatch Software Maintenance Warranty $ 9,626 Hummingbird Software Maintenance Warranty $ 14,336 ProQA Fire. Software Licenses and Interface Maintenance Warranty $ 12,429 WinACE Software Maintenance Warranty $ 16,784 Premier Mobile Maintenance (7x24) Year 1 Year 2 Premier MDC Software Maintenance Warranty $ 66,733 Premier MDC Reporting Software Maintenance Warranty $ 62,223 Premier Handheld CitatiionrFietd Interview Maintenance Warranty $ 11,881 Premier Handheld Maintenance Warranty $ 2,750 Stratus Server Maintenance Warranty $ 23,976 Premier CAD HP NonStop S Series Maintenance (7x24) Year 1 Year 2 Premier CAD HP NonStop S Series Hardware Maintenance Warranty $ 72,864 Premier CAD HP NonStop S Series Software Maintenance Warranty $ 60,000 Maintenance Summary Year 1 Warranty Year 2 $ 475,847 Year 3 $ 494,881 Year 4 $ 514,676 Year 5 $ 535,263 Note: Maintenance pricing is based on 2004 rates, subject to then current rates upon commencement. Changes to configuration or count will result in a change to maintenance pricing. Exhibit C-1, Deliverables/Pricing Proposal 00-0302-58A CN: 03-17510 Page C1 - 10 Printrak/Motorola Confidential Proprietary Information Rev. July 14, 2004 DESCRIPTION AMOUNT QTY L SELECTED Option #17 - Police Protocol Software 26 ProQA Stations Police - Full 1 Faircom Server Software 1 AQUA Software License 45 Certified Dispatch Training Host Police 2 Consulting Implementation/QUI Training 1 ProQA Police Interface for 26 workstation 1 Implementation and Installation Note: This option includes a one year warranty and will require additional yearly maintenance in the amount of $25,799 with an escalation of 4% per year. 1 Option #18 - Laptop Project 400 ML900 Wireless Laptop computer, Windows XP, Intel Mobile Pentium IV 400 Touch Screen 13.3" 400 Add 256 MB RAM (512 MB Total) 400 ML,900 WLAN (802.11b) Leap Compliant 400 Spare Factory Load Image 400 Vehicle Docking Station, 2 serial, 2 USB, 1 ethernet, 1 LPT port, BNC for 400LED Light w/manual ontoff switch 400 Screen Stabilizer for ML900 400 Extended 2 year warranty (total of 5 years) Option #19 - WinACE Software 1 WinACE Server License 15 ACE Workstation Licenses $ 214,165 $ 1,743,732 1 $ 127,900 "This option moved to base 4 Unitech PT930SA with laser barcode scanner and gun grip. 1 Impound Standalone Software 5 Impound Workstation Software Licenses 1 Data Conversion 1 Training (3 days) 20 Unitech Laser Wand 4 Zebra 4" barcode printer model #2746 Note: This option includes a one year warranty and will require additional yearly maintenance in the amount of $16,784 with an escalation of 4% per year. Option #20 Additional Training (Per Class) CAD Training CAD Configuration Training CAD System Admin Training CAD Train the Trainer UDT / DSS Training Open Query Forms Develop Training GGM Basic User Training GGM to CAD Transfer Training RMS Training LRMS Configuration Training LRMS DSS Training LRMS Preconfiguration Training LRMS Train the Training LRMS System Admin Training 20,134 8,100 16,302 12,650 8,646 5,082 8,954 12,309 10,092 12,522 17,572 11,500 Option #21 - Additional License Purchase CAD AWW Client License $ 438 Open Query Client License $ 228 ATM Client License $ 2,409 ATM Vehicle License $ 949 RMS Query Only Client License $ 73 RMS Data Entry Client License $ 1,241 MDC Client License $ 723 MDC Reporting Client License $ 650 Note: There are additional yearly maintenance charges in the amount of 10% of the software, with an escalation of 4% per year. Pricing validity for Option 21 shall remain valid for one year from contract signing. Exhibit C-1, Deliverables/Pricing Proposal 00-0302-58A CN: 03-17510 Page CI -12 Printrak/Motorola Confidential Proprietary information Rev. July 14, 2004 ..Title A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE PURCHASE OF A PUBLIC SAFETY TECHNOLOGY ENHANCEMENT PROGRAM, CONSISTING OF A COMPUTER AIDED DISPATCH SYSTEM ("CAD"), LAW RECORDS MANAGEMENT SYSTEM ("RMS" OR "LRMS"), AND A PREMIER MOBILE DATA COMMUNICATIONS SYSTEM ("PMDC") FROM PRINTRAK INTERNATIONAL, INC., A WHOLLY OWNED SUBSIDIARY OF MOTOROLA, INC., FOR THE DEPARTMENTS OF POLICE AND FIRE -RESCUE, UNDER AN EXISTING MIAMI-DADE COUNTY REQUEST FOR PROPOSALS NO. 317; AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, IN AN AMOUNT NOT TO EXCEED $6,960,089, FOR A PERIOD NOT TO EXCEED TWO YEARS, UNTIL THERE IS SUCCESSFUL IMPLEMENTATION AND A FULLY OPERATIONAL CAD, RMS OR LRMS, AND PMDC SYSTEM, INCLUDING ITS RESPECTIVE FIRST YEAR WARRANTIES,AND AN ADDITIONAL 5% OF THE NOT TO EXCEED AMOUNT OF $6,960,089, FOR AN OWNER'S ALLOWANCE TO EXPEND FOR UNFORESEEABLE CIRCUMSTANCES, FOR A TOTAL CONTRACT AMOUNT NOT TO EXCEED $7,308, 093.45, AND A FIVE-YEAR MAINTENANCE AGREEMENT AT AN INITIAL FIRST YEAR COST NOT TO EXCEED $476,000, WITH INCREMENTAL ANNUAL INCREASES NOT TO EXCEED 5% OF THE FIRST YEAR COST FOR YEARS TWO (2) THROUGH FIVE (5) AND OPTIONAL MAINTENANCE YEARS, WHICH AT THE CITY OF MIAMI'S ("CITY'S") SOLE DISCRETION, MAY BE EXTENDED FOR FIVE ADDITIONAL ONE-YEAR PERIODS; ALLOCATING FUNDS FROM THE UNITED STATES DEPARTMENT OF JUSTICE COPS MORE 98 GRANT, ACCOUNT CODE NO. 142025.290512.6.840, IN AN AMOUNT NOT TO EXCEED $6,106,221.36, AND FROM THE FIRE FEE, ACCOUNT CODE NO. 313302.289301.860 AND/OR ACCOUNT CODE NO. 313303.289401.840, IN AN AMOUNT NOT TO EXCEED $1,201,872.09, AND ALLOCATING FUTURE FUNDS FROM THE OPERATING BUDGETS OF VARIOUS USER DEPARTMENTS, AS MAY BE ADJUSTED FROM TIME TO TIME BY THE CITY COMMISSION IN THE ANNUAL APPROPRIATIONS/CAPITAL IMPROVEMENTS ORDINANCES OR AS OTHERWISE ADJUSTED AS PERMITTED BY LAW. ..Body BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The purchase of a Pubic Safety Technology Enhancement Program, consisting of a Computer Aided Dispatch System ("CAD"), Law Records Management System ("RMS" or "LRMS"), and a Premier Mobile Data Communications Systems ("PMDC") from Printrak International, Inc., a wholly owned subsidiary of Motorola, Inc., for the Departments of Police and Fire -Rescue under an existing Miami - Dade County Request for Proposals No. 317, is authorized. Section 2. The City Manager is authorized{1} to execute a Computer Aided Dispatch System Agreement, in substantially the attached form, in an amount not to exceed $6,960,089, for a period not to exceed two years, until there is successful implementation and a fully operational CAD, RMS or LRMS, and PMDC System including its respective first year warranties, and an additional 5% of the not to exceed amount of $6,960,089, for an owner's allowance to expend for unforeseeable circumstances, for a total contract amount not to exceed $7,308,093,45, and five-year maintenance agreement at an initial first year cost not to exceed $476,000, with incremental annual increases not to exceed 5% of the first year cost for years two (2) City of Miami, Florida Contract No. 03-17510 COMPUTER AIDED DISPATCH SYSTEM AGREEMENT THIS AGREEMENT made and entered into as of the latter date of the signatures hereto by and between Printrak International Inc., a wholly owned subsidiary of Motorola Inc., a corporation organized and existing under the laws of the State of Delaware, having its principal office at 6000 Spine Road, Boulder, Colorado 80301 (hereinafter referred to as the "Contractor") and authorized to do business in the State of Florida, and the City of Miami, a municipal corporationof the State of Florida. (hereinafter referred to. as the "City" or "Customer"), WITNESSETH: WHEREAS, the Contractor has offered to provide multiple systems named as follows: Computer Aided Dispatch System ("CAD"), Law Records Management System ("RMS" or "LRMS"), and Premier Mobile Data Communications System ("PMDC"); and, WHEREAS, the Systems shall conform to the Technical and Implementation Documents (Exhibit C) ; and the requirements of this Agreement, or as modified by subsequent written amendments hereto; and, WHEREAS, the Purchasing Ordinance allows the City to buy off the contracts of another governmental agency when the Chief Procurement Officer has determined it was entered into pursuant to a competitive process; and, WHEREAS, this is a piggyback off the terms and conditions of Miami -Dade County Contract PT-02-17536, as modified or amended by change orders, addendums or work orders issued by the County and accepted by the Contractor subject to Article 26 therein, and this agreement incorporates those terms and conditions; and WHEREAS, the City desires to procure from the Contractor such Systems for the City, in accordance with the terms and conditions of this Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows: System Agreement Page 1 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 j) The words "Hardware" or "Equipment" as an all-inclusive term to mean the equipment, hardware, associated peripherals, associated operating software, electrical and other materials and supplies furnished to the City as specified in this Agreement. k) The words "Performance Schedule" to mean the schedules set forth in Exhibit C- 7). 1) The words "installation" or "install" or "installed" or "installing" to mean completely assembling and connecting all material, parts, operating and/or base application software, components, appliances, supplies and related equipment necessary to satisfy the Equipment install specifications of this Agreement. m) The words "Installation Date" to mean the date that the Equipment and/or Software installed at a specific Site satisfies the . criteria as defined in the applicable Technical and Implementation Documents for each Subsystem specified in this Agreement. n) The words "Licensed Software" to mean programs or modules and related documentation for certain Contractor developed operating and application software for operating the purchased Systems (also at times referred to as Subsystems of the entire purchase). "Licensed Software" is Software that Printrak or Motorola owns, also referred to as "Motorola Software". o) The words "Notice to Proceed" to mean the City's written authorization by means of the issuance of a Purchase Order to the Contractor designating the date and time for the Contractor to commence work which shall be issued by the City's Contract Manager. p) The words "Project Manager" to mean each party's respective appointed primary representative to direct and manage the Contract. q) "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola, Printrak, or other third parties under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola, Printrak, or another party. r) The words "Technical and Implementation Documents" to mean the document(s) appended hereto as Exhibit C, which details the work to be performed by the Contractor including but not limited to the complete design, delivery, integration, installation, and warranty support services of the Systems. s) The word "Site(s)" to mean any one or more City facilities where the Systems covered under the Contract will be delivered, integrated, installed and maintained. System Agreement Page 3 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 Article 2 Contract Documents The contract between the City of Miami and the Contractor, shall include: a) System Agreement Terms and Conditions. b) Exhibit A, Software License Agreement, dated July 6, 2004. c) Exhibit B, Payment Schedule, dated June 14, 2004. Exhibit C, Technical and Implementation Documents, including:. d) Exhibit C-1, List of Deliverablesand Pricing, : dated July. 14, 2004. 2. Exhibit C-2, Statement of Work, dated July 6, 2004, including Attachment 1 — System Diagram, dated July 6, 2004; Attachment 2 — Interface Descriptions and Interface Control Documents, dated July 6, 2004; Attachment 3 — CAD/LRMS Workstation Specifications, dated July 6, 2004; and, Attachment 4 — Physical and Power Specifications, dated July 6, 2004. 3. Exhibit C-3, Geofile Statement of Work, dated July 6, 2004. 4. Exhibit C-4, AVL/ATMM Statement of Work, dated October 31, 2003. 5. Exhibit C-5, Training Plan, dated July 6, 2004, including Attachment 1 CAD/LRMS/PMDC Documentation List, dated July 6, 2004. 6. Exhibit C-6, CAD/Infotrak LRMS Acceptance Test Plan, dated July 6, 2004. 7. Exhibit C-7, Preliminary Performance Schedule, dated July 6, 2004. e) Exhibit D, Maintenance and Support Agreement. dated July 14, 2004. f) Exhibit E, System Acceptance Certification. g) Exhibit F, Escrow Agreement. h) Exhibit G, Printrak Proposal 00-0302-58A, dated September 22, 2003, including amended and superseding Section 5 — FRMS & Fire CAD of Miami Fire Rescue CAD System Overview of General and Functional Requirements, dated December 3, 2003; and Printrak Proposal 00-0302-58A, dated October 31, 2003. i) Exhibit H, Miami Police Department New CAD and RMS Systems Requirements, issued September, 2003; City of Miami Fire Department CAD Functional System Agreement Page 5 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 a) The Contractor shall provide the services set forth in the Technical and Implementation Documents, and render full and prompt cooperation with the City in all aspects of the Services performed hereunder. b) The parties acknowledge that this Agreement requires the performance of all things necessary for or incidental to the effective and complete performance of all Work and Services under this Contract. All things not expressly mentioned in this Agreement but necessary to carrying out its intent are required by this Agreement, and the parties shall perform the same as though they were specifically mentioned, described and delineated. The apparent silence or inadvertent omission of the City's specifications or Contractor's proposal as to any detail, or detailed description, concerning any point shall be regarded and interpreted as expressing that ethical commercial practices shall prevail and that only material and workmanship of the finest quality are to be utilized. All interpretations of unspecified requirements shall be made on the basis of this statement. Under no circumstances shall Contractor assume any responsibilities for requirements or specifications omitted from the City's requirements or. specifications. ; In the eventthe. parties do not agree to performance of such tasks not specifically mentioned, described and delineated, the parties shall resolve such dispute(s) pursuant to Article 18 prior to performance of the disputed work; and/or execute a written amendment or change order hereto. c) The Contractor shall furnish all labor, materials, tools, supplies, and other items required to perform its obligations under this Agreement. All Work and Services shall be accomplished at the direction of and to the satisfaction of the City's Project Manager, pursuant to the Specifications of this Agreement. d) The Contractor acknowledges that the City shall be responsible for making all policy decisions regarding the use of System. The Contractor agrees to provide input on policy issues in the form of recommendations. The Contractor agrees to implement changes in providing Services hereunder as a result of a policy change implemented by the City, subject to the prior written mutual agreement including any added compensation and/or Performance Schedule extension if required. The Contractor agrees to act in an expeditious and fiscally sound manner in providing the City with input regarding the time and cost to implement said changes. Article 6 Contract Term The Contract shall become effective on the latter date of signatures hereto and shall cover a period of performance which commences upon Contractor's date of receipt of the City's Notice to Proceed through the completion of the Technical and Implementation Documents set forth in this Agreement to achieve a fully operational CAD, LRMS, and PMDC System. In no event shall the period of performance exceed two years, unless agreed to in writing between the parties to this Agreement. Additionally, the Contract shall provide for a separate maintenance agreement running for five years from the warranty period expiration date, and with five annual options to renew at the City's sole discretion. System Agreement Page 7 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 and 2. Printrak International Inc. 6000 Spine Road Boulder, CO 80301 Attn: CAD Project Manager Phone: (303)-527-4000 Fax: (303)-527-4001 Either party may at any time designate a different address and/or contact person by giving notice as provided above to the other party. Such notices shall be deemed given upon receipt by the addressee. Article 8 Type of Contract The Contract shall be a firm fixed -price contract for a complete, integrated turnkey system as described in this Agreement. This Contract has been prepared in accordance with Contractor's understanding of the City's requirements as proposed in the Contractor's Proposals (Exhibit G), based on the information provided in the City's Requirements (Exhibit H), and on good systems design techniques. However, the actual results in the City's particular operations (including, among other aspects, coverage, personnel requirements, and costs) may vary from those indicated in the Contract if factors outside the scope of this Contract are introduced; such as, variations in sites, equipment, volume, environment, personnel and other factors outside of the Contractor's control. Article 9 Pricing Prices are firm and fixed for the hardware, software and services in the quantities specified under this Contract as specified in Exhibit C-1 (List of Deliverables), unless otherwise stated therein. The City is purchasing the Base System, excluding non - selected Options as specified in Exhibit C-1, for the price of $ 6,960,089.00. The City may order additional quantities of hardware, software, or services during the term of this Agreement. Each order must refer to this Agreement and must specify the pricing and delivery terms. Deliveries shall be FOB Miami, Florida. The applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss, and payment terms) will govern the purchase and sale of the additional hardware, software, or services. Title and risk of loss of additional hardware will pass at the City's receipt; and payment is due within twenty-two (22) Days after the City's acceptance and receipt of the invoice. Contractor will send the City invoices as necessary. Article 10 Payment for Services/Amount Obligated The Contractor warrants that it has reviewed the City's requirements and has asked such questions and conducted such other inquiries as the Contractor deemed necessary in order to determine the price the Contractor will charge to provide the Work and Services to be performed under this Contract. The compensation for all Work and Services System Agreement Page 9 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 required by this Agreement or otherwise provided by the Contractor shall in no way limit the responsibility to indemnify, defend, keep and save harmless and defend the City or its officers, employees, agents as herein provided. This indemnification will survive the expiration or termination of this agreement. b) Notwithstanding any contrary provision in this Agreement, Contractor's limitation of liability, except for personal injury or death, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBLITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT CONTRACTOR WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS;. INCONVENIENCE;- LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR .SAVINGS;. OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY CONTRACTOR PURSUANT TO THIS AGREEMENT. This limitation of liability will survive the expiration or termination of this Agreement. No action for breach of this Agreement or otherwise relating to the transactions contemplated by this Agreement may be brought more than four (4) years after the accrual of such cause of action, except for money due upon an open account. c) The Contractor shall, upon execution of this contract, furnish to the City of Miami, Risk Management Administrator, 444 S.W. Second Avenue, 9th Floor, Miami, Florida 33130, Certificates of Insurance which indicate that insurance coverage has been obtained which meets the requirements as outlined below: 1. Commercial General Liability Insurance including contractual liability, explosion, collapse and underground property damage, bodily injury and broad form property damage, personal and advertising injury and products/completed operations coverage. The Contractor shall carry limits of no less than Three Million Dollars ($3,000,000) per occurrence with a General Aggregate Limit of no less than Three Million Dollars ($3,000,000). The City will be listed as an additional insured. The Contractor shall require any subcontractors to provide adequate insurance and provide proof of insurance to the City as well. 2. Workers Compensation and Employers Liability Insurance in compliance with Florida Statute. The Contractor shall require any subcontractors to provide workers compensation insurance for all of the subcontractors' employees. 3. Business Automobile Liability Insurance covering all owned, hired and non -owned vehicles used in connection with any activities arising out of this agreement. Such insurance shall afford coverage with a combined single limit of no less than One Million Dollars ($1,000,000) per occurrence. The Contractor System Agreement Page 11 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 prescribed herein; provided, however, that this suspended period does not exceed twenty- two (22) Days. Thereafter, the City may, at its sole discretion, terminate this contract. Article 12 Patent and Copyright Indemnification a. Contractor shall defend at its expense any suit brought against the City to the extent that it is based on an Infringement Claim, and Contractor shall indemnify the City for those costs and damages finally awarded against the City for an Infringement Claim. Contractor's duties to defend and indemnify are conditioned upon: (i) the City promptly notifying Contractor in writing of such Infringement Claim; (ii) Contractor having sole control of the defense of such suit and all negotiations for its settlement or compromise; (iii) the City providing to Contractor cooperation and, if requested by Contractor, reasonable assistance in the defense of the Infringement Claim. b. If an Infringement Claim occurs, or in Contractor's opinion is likely to occur, Contractor may at its option and expense procure for the City the right to continue using the Equipment or Motorola Software, or replace or modify it so that it becomes non - infringing while providing functionally equivalent performance. If none of these remedies are feasible, Contractor will grant the City a credit for such Equipment or Motorola Software as depreciated and accept its return provided the balance of the retained System or Subsystem remains operational. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and Software. c. Contractor will have no duty to defend or indemnify for any Infringement Claim that is based upon (i) the combination of the Equipment or Motorola Software with any software, apparatus or device not furnished or approved by Contractor; (ii) the use of ancillary equipment or software not furnished or approved by Contractor and that is attached to or used in connection with the Equipment or Motorola Software; (iii) any Equipment that is not Contractor's design or formula; (iv) a modification of the Motorola Software by a party other than Contractor; or (v) the failure by the City to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. The foregoing states the entire liability of Contractor with respect to infringement of patents and copyrights by the Equipment and Motorola Software or any parts thereof. This indemnification will survive the expiration or termination of this agreement. Article 13 Performance Bond Based on Contract Price The Contractor shall duly execute and deliver to the City an acceptable performance bond in an amount that represents one hundred percent (100%) of the initial contract price. The Contractor may deliver multiple bonds in lieu of a single bond, as long as the aggregate total of these bonds equals the amount specified above. System Agreement Page 13 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 Such causes may include, but are not restricted to, acts of God or of the public enemy, civil disturbances or acts of terrorism, acts of any governmental authority, including the City, acting in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the delays must be beyond the control and without the fault or negligence of the Contractor. If the delays are caused by the default of a Contractor's Subcontractor, and if such default arises out of causes beyond the control of both the Contractor and its Subcontractor and without the fault or negligence of either of them, the Contractor shall not be liable for liquidated damages for delays, unless the supplies or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to permit the Contractor to meet the required performance schedule. Article 15 Manner of Performance a) The Contractor shall provide the Services described herein in a competent and professional manner satisfactory to the City in accordance with the terms and conditions of this Agreement. The City shall be entitled to a satisfactory performance of all Services described herein and to full and prompt cooperation by the Contractor in all aspects of the Services. At the request of the City the Contractor shall promptly remove from the project any Contractor's employee, or its Subcontractor personnel performing Services hereunder provided the City substantiates such request for removal with justifiable cause for removal, such as gross carelessness, incompetence, or insubordination. The Contractor agrees that such removal of any of its employees does not require the termination or demotion of any employee by the Contractor or its Subcontractor(s). b) The Contractor agrees that at all times it will employ, maintain and assign to the performance of the Services a sufficient number of competent and qualified professionals and other personnel to meet the requirements to which reference is hereinafter made. The Contractor agrees to consider adjusting its personnel staffing levels or to replace any its personnel if so directed upon reasonable request from the City, should the City make a determination, in its sole discretion, that said personnel staffing is inappropriate or that any individual is not performing in a manner consistent with the requirements for such a position. c) The Contractor warrants and represents that its personnel have the proper skill, training, background, knowledge, experience, rights, authorizations, integrity, character and licenses as necessary to perform the Services described herein, in a competent and professional manner. d) The Contractor shall at all times cooperate with the City and coordinate its respective work efforts to most effectively and efficiently maintain the progress in performing the Services. e) The Contractor shall comply with all provisions of all federal, state and local laws, statutes, ordinances, and regulations that are applicable to the performance of this Agreement. System Agreement Page 15 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 Article 15.3 Background Investigation The City may elect to conduct reasonable security background checks of Contractor and its subcontractors personnel directly involved with providing implementation services to the City for this project if by the nature of their duties, they require access to the City's confidential data files. The City shall be responsible for the administration and cost of such background checks. Any delays to the project or support services attributed to the performance of these background checks shall not be deemed Contractor delays. It is understood by the City at the time of execution of this Agreement, that Contractor conducts pre- employment background investigations with condition of employment contingent upon the prospective employee's passing of such investigation; and, Contractor requires its employees to adhere to maintaining the confidentiality of its customer provided information as a condition of on -going employment with Contractor. Contractor will provide employee information as reasonably required by the City to conduct such investigations, and City will treat the submitted employee information as Confidential Information. All Contractor and Subcontractor personnel working with FCIC data shall be required to be FCIC certified, subject to possible assistance and sponsorship of the City if needed. Article 16 Independent Contractor Relationship The Contractor is, and shall be, in the performance of all work services and activities under this Agreement, an independent contractor, and not an employee, agent or servant of the City. All persons engaged in any of the work or services performed pursuant to this Agreement shall at all times, and in all places, be subject to the Contractor's sole direction, supervision and control. The Contractor shall exercise control over the means and manner in which it and its employees perform the work, and in all respects the Contractor's relationship and the relationship of its employees to the City shall be that of an independent contractor and not as employees and agents of the City. Nor shall City employees and agents be considered to be employed by the Contractor. The Contractor does not have the power or authority to bind the City in any promise, agreement or representation other than specifically provided for in this Agreement. The City does not have the power or authority to bind the Contractor for commitments of any kind other than specifically provide for in this Agreement. This Agreement shall not constitute, create, or in any way be interpreted as a joint venture, partnership or formal business organization of any kind. This Agreement is by and between the City of Miami, Florida and the Contractor and is not intended, and shall not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association, as between the City and the Contractor. The Contractor understands and agrees that all persons furnishing services to the City pursuant to this Agreement are, for purposes of workers' compensation liability, employees solely of the Contractor and not of the City. System Agreement Page 17 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 estoppel to affect adversely the rights of either party. Either party may resort to the judicial proceedings described in this section before the expiration of the two -month ADR period if (i) good faith efforts to resolve the dispute under these procedures have been unsuccessful; or (ii) interim relief from the court is necessary to prevent serious and irreparable injury to such party or any of its affiliates, agents, employees, customers, suppliers, or subcontractors. Performance by the parties under this Agreement shall not be suspended during the resolution of any dispute unless the parties agree otherwise. Article 19 Delivery And Installation a) All Hardware, Software and/or Deliverables ordered on behalf of the City shall be delivered F.O.B. Destination. The City shall accept or reject the Software, Equipment, and/orDeliverables in accordance with the terms and conditions of this Agreement, including exhibits incorporated herein. b) If the Contractor fails to make delivery within the time specified in the Performance Schedule (Exhibit C-7), or if the Software, Equipment, and/or Deliverable delivered fails to conform to the Specifications hereof in quality, number or otherwise or are found to be defective in material or workmanship, then the City may reject the delivered Software, Equipment, and/or Deliverable or may accept any item of Software, Equipment, and/or Deliverable and reject the balance of the delivered Software, Equipment, and/or Deliverable. The City shall notify Contractor of such rejection in writing and specify in such notice, the reasons for such rejection pursuant to the Specifications of this Agreement. Contractor agrees to deliver replacement Software, Equipment, and/or Deliverables, or provide an acceptable cure plan for such items of rejected Software, Equipment, and/or Deliverables within twenty-two (22) Days of Contractor's receipt of the City's rejection notice. c) The City may delay delivery of ordered Software, and/or Deliverables or any portion thereof, for up to sixty (60) Days at no additional cost to the City, by giving written notice to the Contractor of its desire to delay delivery at least ten (10) Days prior to the Scheduled Delivery Date set forth in the Performance Schedule. Under this section the City may not exceed an aggregate of sixty (60) Days of delay during the entire Performance period specified in the Performance Schedule (ExhibitC-7), and City shall agree to an extension of the Performance Schedule to compensate Contractor for time lost due to such delay ordered by the City. d) The Contractor shall deliver the contracted Software, Equipment, and/or Deliverables in accordance with Exhibit C-7, Performance Schedule, or as modified as permitted hereunder. e) The City shall bear the risk of loss or damage to delivered Software, Equipment, and/or Deliverables commencing upon City's receipt and acceptance of shipment at its location, unless such loss or damage arises from negligent or willful acts of the Contractor, or its agents. g) Contractor agrees to install the Software and/or Equipment at the applicable Sites set forth in the Contract. Contractor agrees to commence installation of the Software and/or Equipment as soon after delivery as is possible, but in no event later than five (5) System Agreement Page 19 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 an actual demonstration of all the contracted Software features pursuant to the Acceptance Test Plan. All tests shall be in accordance with the Acceptance Test Plan (Exhibit C). In the event of any outstanding deficiencies to the Specifications of this Agreement at the conclusion of System or Subsystem testing, Contractor shall be responsible for instituting necessary corrective measures, and for subsequently satisfactorily demonstrating and/or re -demonstrating system performance in accordance with the Acceptance Test Plan. Article 20 Quality of Work and Material All materials, parts, and equipment furnished by the Contractor shall be warranted as new, and free from manufacturer defects and imperfections. Workmanship shall be in accord with the best standard practices. Both materials and workmanship shall be subject to the approval of the City Project Manager based on the applicable manufacturer's specifications and shall be compliant where applicable to standards of the American National Standards Institute (ANSI), Electronic Industry Association (EIA), Telecommunications Industry Association (TIA), and Building Industry Consulting Services International (BICSI). Article 21 Sites and Site Conditions a) ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, the City will provide (i) a designated Project Manager; (ii) all necessary construction and building permits, zoning variances, licenses, and the like; and (iii) access to the work sites identified in the Technical and Implementation Documents and as reasonably requested by Contractor so that it may perform its duties in accordance with the Performance Schedule and Technical and Implementation Documents. b) SITE CONDITIONS. The City will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Technical and Implementation Documents specifically states to the contrary, the City will ensure that these work sites will have (i) adequate physical space for the installation, use and maintenance of the System; (ii) adequate air conditioning and other environmental conditions; (iii) adequate electrical power outlets, distribution and equipment for the installation, use and maintenance of the System; and (iv) adequate telephone or other communication lines for the installation, use and maintenance of the System, including modem access, and adequate interfacing networking capabilities. Before installing the Equipment at a work site, Contractor will inspect the work site and advise the City of any apparent deficiency or non -conformity with the requirements of this Section. c) SITE ISSUES. If Contractor or the City determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, Contractor and the City will promptly investigate the conditions and will select replacement sites or adjust the installation plans and Specifications as necessary. If such change in sites or adjustment System Agreement Page 21 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 At no additional cost to the City, the Contractor reserves the right to substitute any Equipment, Software, or services to be provided by Contractor, but only if the substitute meets the Specifications and is of equivalent or better quality and value to the City. Contractor must advise the City of such substitution in writing which shall be reflected in a Change Order. Article 22.4 Updates and Upgrades In the event the Contractor markets an upgraded or enhanced version of a product covered within the Contract, the City shall have the option of purchasing outright the improved product in accordance with update and/or upgrade policies set forth in Exhibit D. Notwithstanding anything to the contrary in this Agreement, it is understood by the parties hereto that the City's acceptance of the Infotrak LRMS Subsystem in accordance with Article 33 is predicated on delivery and installation of Infotrak LRMS version 5.5. Contractor will deliver and install Infotrak LRMS version 5.5 without additional charges to the City for Contractor's services, unless otherwise stated herein. Article 23 Facility And System Use The Contractor shall be required to provide its own office space, facilities, furnishings and equipment during the performance of this Project. However the City will provide adequate office space and telephone access to Contractor's personnel working Systems on -site at City's location. Article 24 Subcontractual Relations a) If the Contractor will cause any part of this Agreement to be performed by a Subcontractor, the applicable provisions of this Contract will apply to such Subcontractor and its officers, agents and employees in all respects as if it and they were employees of the Contractor; and the Contractor will not be in any manner thereby discharged from its obligations and liabilities hereunder, but will be liable hereunder for all acts and negligence of the Subcontractor, its officers, agents, and employees, as if they were employees of the Contractor. The services performed by the Subcontractor will be subject to the provisions hereof as if performed directly by the Contractor. b) The Contractor, before making any subcontract for any portion of the services, will state in writing to the City the name of the proposed Subcontractor, the portion of the Services which the Subcontractor is to do, the place of business of such Subcontractor, and such other reasonable information as the City may require. The City shall have the right to require the Contractor not to award any subcontract to a person, firm or corporation disapproved by the City. Delays to the completion of Contractor's obligations under this Agreement shall not be attributed to Contractor in the event the City disallows use of Contractor's approved Subcontractor(s), or the City delays it's approval beyond five (5) Days after receipt of Contractor's written request to approve. In the event the City rejects the use of a Contractor designated subcontractor, the parties will endeavor to equitably adjust the price and schedule impact due to such rejection. System Agreement Page 23 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 Article 26 Modification/Change Order Procedures Either party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, Contractor and the City will agree to an equitable adjustment of the contract price (Article 9), Performance Schedule, or both, and will reflect such adjustment in a Change Order to this Agreement. Neither party is obligated to perform requested changes unless both parties execute a written Change Order. The City reserves the right to change any portion of the Technical and Implementation Documents required under this Agreement or amend such other terms and conditions, which may become necessary. The. City Project Manager shall submit to the Contractor all requests by the City for any additional services, which alter, amend, enhance, add to, or delete from the performance required hereunder. Such requests shall contain a brief description of the new or modified requirements, a description of the requested work to be performed, and to the extent possible, reference to portions of the Agreement, including Exhibits and other documents which shall be affected. Such requests shall be referred to as a "Modification/Change Request." Such Modification/Change Requests shall further state whether the City proposes a change to the Performance Schedule and whether the City is willing to alter any other requirements under the Agreement to accommodate the requested change. Notwithstanding any other provision of this Agreement, any change beyond the scope of the requirements, terms, covenants, or conditions of this Agreement shall be stated in a Change Order. The City shall not be obligated for payment for any change made in violation of this subsection. The Contractor will evaluate each such Modification/Change Request at no additional cost to the City and return a copy thereof to the City's Project Manager as soon as possible but not later than ten (10) Days following the Contractor's receipt of the request, unless a longer period for Contractor's evaluation and response is requested by the Contractor and approved by the City, which approval the City will not unreasonably withhold. The Contractor's written response shall include the following information, if applicable: a) Technical impact of the change on the existing System or Subsystem requirements; b) Price impact of the change for current and subsequent phases; c) Schedule impact of the change for current and subsequent phases; d) Impact of the change on the Contractor's supplies; e) Impact of the change on the contract deliverables; System Agreement Page 25 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 extension of time required by the Contractor to reassign resources to the project. Under this section the City may not exceed an aggregate of sixty (60) Days of delay during the total project implementation duration specified in the Performance Schedule (Exhibit C-7). City delays in excess of sixty (60) Days may require an equitable adjustment to contract price and/or schedule which are subject to the mutual agreement between the parties, as specified in Article 19.d. herein. Article 28 Software The Contractor shall provide the City with licensor's standard documentation, confirming that the Contractor has acquired on the City's behalf all software licenses required hereunder. a. For all Licensed Software purchased by the City, the Contractor shall provide to the City the computer programs (the "Programs") in object code only, and other licensor standard deliverable materials related thereto (the "Documentation") with the Programs. b. The Contractor shall, at its own expense, secure and administer for the City, in the City's name, any and all necessary sublicenses or direct licenses for the Third Party Software, which shall be perpetual and irrevocable provided the City remains in good standing with the licensor's software license terms and conditions. Article 28.1 Software License a. The Contractor licenses the Licensed Software owned by either Printrak or Motorola solely in accordance with the Software License Agreement, Exhibit A. Third Party Software is licensed to the City in accordance with the standard license terms and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Printrak and/or Motorola the right to sublicense the Third Party Software pursuant to the Software License Agreement (Exhibit A), in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Printrak and Motorola make no representations or warranties of any kind regarding the Third Party Software. Article 28.2 Source Code Escrow Contractor, after final System Acceptance of the System(s) will deposit the source code for the installed and accepted releases of its proprietary computer aided dispatch, law records management, and Premier MDC application software into Seller's (a wholly owned subsidiary of Motorola Inc.) master source code escrow account with DSI, naming the City as a beneficiary thereto, provided the City is in good standing with this Agreement, the applicable Software License Agreement and Maintenance and Support Agreement. Once the City is established as a beneficiary to the escrow account, deposits of source code associated with any future installed release updates that the City installs will be deposited into the same escrow account provided the City remains in good standing with license and support agreements for the applicable software. The deposited source code will be released to the named beneficiary in the event the Licensor pursuant to the System Agreement Page 27 Agreement between Printrak and the City of Miami PT Contract No. 03-175101crnb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 mutually agreed upon written Change Order to proceed with the task. The Contractor shall not be reimbursed for the preparation of proposals. Following the City's acceptance of all enhancements/modification, such enhancements/modification shall thereafter be considered a part of the Licensed Software for all purposes under this Agreement. The Contractor shall provide the City, if so requested with written confirmation of the date the enhancements/modification was applied to the Licensed Software, and any and all Documentation relating to the Licensed Software enhancements/modification thereto. Article 28.5 Ownership of Licensed Software The Contractor hereby warrants and represents that the Contractor possesses all rights to and interests in the Licensed Software, and all portions thereof, or otherwise have the right to grant to the City the licenses provided pursuant to Article 28.1, hereof, without violating any rights of any third party, and there are currently no actual or threatened suits by any such third parties based on an alleged violation of such rights by the Contractor. Article 29 Preservation of Proprietary Rights a) Motorola and Printrak, as applicable, each owns and retains all of its Proprietary Rights (as defined in Article 1) in the Equipment and Software. The third party manufacturer of any Equipment and the copyright owner of any Non -Motorola Software own and retain all of their Proprietary Rights in the Equipment and Software. Nothing in this Agreement is intended to restrict the Proprietary Rights of Motorola, Printrak, any copyright owner of Non -Motorola Software, or any third party manufacturer of Equipment. All intellectual property developed, originated, or prepared by Contractor in connection with providing to the City the Equipment, Software, or related services remain vested exclusively in Contractor, and this Agreement does not grant to the City any shared development rights of intellectual property. This Agreement does not involve any Software that is a "work made for hire." b) Except as explicitly provided in the Software License Agreement, nothing in this Agreement will be deemed to grant, either directly or by implication, estoppel, or otherwise, any right, title or interest in the Proprietary Rights of Motorola or Printrak. Concerning both the Motorola Software and the Non -Motorola Software, City agrees not to modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, or export the Software, or permit or encourage any third party to do so. c) As a municipal corporation of the State of Florida, City is subject to the stipulations and terms of Florida's Public Records Law, Chapter 119, Florida Statutes (2003), as amended. System Agreement Page 29 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 disclosure as being confidential or its equivalent; or if in verbal form is identified as confidential or proprietary at the time of disclosure and confirmed in writing within twenty-two (22) Days of such disclosure. Notwithstanding any other provisions of this Agreement, confidential information shall not include any information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) is already known to the receiving party without restriction when it is disclosed; (iii) is, or subsequently becomes, rightfully and without breach of this Agreement, in the receiving party's possession without any obligation restricting disclosure; (iv) is independently developed by the receiving party without breach of this Agreement; (v) is explicitly approved for release by written authorization of the disclosing party; or (vi) constitutes a public record under Florida Public Records Law. b) Concerning the Confidential Information provided to it by the other party, each party will: (i) maintain the confidentiality of such Confidential Information and not disclose it to any third party, except as authorized by the disclosing party in writing or as required by a court of competent jurisdiction; (ii) restrict disclosure of Confidential Information to its employees who have a "need to know" and not copy or reproduce such Confidential Information; (iii) take necessary and appropriate precautions to guard the confidentiality of Confidential Information, including informing its employees who handle such Confidential Information that it is confidential and not to be disclosed to others, but such precautions shall be at least the same degree of care that the receiving party applies to its own confidential information and shall not be less than reasonable care; and (iv) use such Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and shall at all tunes remain the property of the disclosing party, and no grant of any proprietary rights in the Confidential Information is hereby given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. c) The parties shall advise each of its employees, agents, subcontractors and suppliers who may be exposed to such Confidential Information of their obligation to keep such information confidential and shall promptly advise the disclosing party in writing if it learns of any unauthorized use or disclosure of the Confidential Information by any of its employees or agents, or subcontractor's or supplier's employees, present or former. In addition, the parties agree to cooperate fully and provide any assistance necessary to ensure the confidentiality of the Confidential Information. d) It is understood and agreed that in the event of a breach of this Article damages may not be an adequate remedy and the disclosing party shall be entitled to injunctive relief to restrain any such breach or threatened breach. If requested by the City, upon the completion of the Services performed hereunder, the Contractor shall immediately turn over to the City all such Confidential Information disclosed by the City in its existing tangible form, and the Contractor or its employees, agents, subcontractors or suppliers thereof shall retain no copies without the prior written consent of the City. A certificate System Agreement Page 31 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 Contractor represents that the Systems will perform consistently with the Specifications of this Agreement in all material respects. Upon System Acceptance this System functionality representation is fulfilled. Contractor is not responsible for Systems performance deficiencies that are caused by ancillary equipment not furnished by the Contractor attached to or used in connection with the Systems or for reasons beyond the Contractor's control, such as (i) an earthquake, adverse power or environmental conditions outside the specifications of the System or Subsystem, or other natural causes; (ii) City changes to load usage or configuration outside the Specifications; or (iii) any acts of parties who are beyond Contractor's control. The performance standards for the System(s) are as set forth in this Agreement. Contractor represents and warrants that the System(s) have been configured so that such System(s) performance standards are capable of being met. Contractor represents that the CAD Subsystem(s) performance standards specified in this Agreement, are reflective of a CAD Subsystem that has been properly configured by. Contractor to be capable of future expansion to handle. three (3) times the amount of data storage capacity initially installed without response time performance degradation (assuming corresponding processor, I/0, and telecommunications expansion); and, the CAD Subsystem has the ability to allow an increase in call volume of ten percent (10%) per year and dispatch incident volume of ten percent (10%) without performance degradation based on volumes specified in the Miami Police -Fire Volume Information (Exhibit H), for a period of five (5) years from the Effective Date of this Agreement. d) Equipment Warranty For one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first, Contractor warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within the City's control, this warranty expires eighteen (18) months after the shipment of the Equipment. e) Third Party Warranties In addition to the foregoing warranties, the Contractor hereby assigns to the City, and the City shall have the benefit of, any and all subcontractor's and suppliers' warranties and representations with respect to the Licensed Software and Equipment provided hereunder. In the Contractor's agreements with subcontractors and suppliers, the Contractor shall require that such parties (i) consent to the assignment of such warranties and representations to the City; (ii) agree that such warranties and representations are enforceable by the City in its own name; and (iii) furnish to the City, the warranties and obligations as set forth by each subcontractor or supplier. Contractor makes no representations or warranties of any kind regarding Third Party Software or Equipment furnished by Contractor. During the Warranty Period, Contractor shall enforce the manufacturer's warranty and maintenance obligations relating to the Hardware, Equipment and related Software it provides. System Agreement Page 33 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 Article 32 Maintenance Services During the applicable Warranty Period, Contractor shall provide warranty support services for the applicable Software, as described in Exhibit D Maintenance and Support Agreement, to the City at no additional cost. The City may request that the Contractor provide maintenance services beyond the warranty period in accordance with the Maintenance and Support Agreement (Exhibit D), for the fees specified in the List of Deliverables and Pricing, Exhibit C-1. Article 33 System Acceptance a) COMMENCEMENT OF ACCEPTANCE TESTING. Contractor will provide to City at least ten (10) Days notice before the Acceptance: Tests commence. System testing will occur only in accordance with the Acceptance Test Plan, Exhibit C, b) SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests described in the Acceptance Test Plan, Exhibit C. When System Acceptance occurs, the parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for such Subsystem or phase, and the parties will promptly execute an acceptance certificate for the Subsystem or phase. After completion of the Acceptance Tests, if the City believes that the System fails the Acceptance Tests, the City will provide to Contractor a written notice that includes the specific details of such failure. If the City fails to provide to Contractor such notice within ten (10) Days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the Systems that are mutually agreed upon and do not materially impair the operation of the Systems as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. c) BENEFICIAL USE. The City acknowledges that Contractor's ability to perform its implementation and testing responsibilities under this Agreement may be impeded if the City begins using the System before System Acceptance. Therefore, the City may not commence Beneficial Use before System Acceptance without Contractor's prior written authorization, which Contractor will not unreasonably withhold. The determination of the commencement of Beneficial Use of each Subsystem will be subject to the mutual agreement between the parties. Contractor is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, the City assumes responsibility for the use and operation of the System. System Agreement Page 35 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 System through a third party, or (ii) the reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price if it completes the System through a third party. In either case, the City agrees to use its best efforts to mitigate damages and to provide Contractor with detailed records substantiating the damages claim. d) The City reserves the right to terminate this Contract, if, during the term of any contract the Contractor has with the City, the Contractor becomes involved as a debtor in a bankruptcy proceeding that remains unresolved for forty-four (44) Days, and a trustee or receiver is appointed over all or a substantial portion of the property of the Contractor under federal bankruptcy law or any state insolvency law. e) In addition to cancellation or termination as otherwise provided in this Agreement, the City may at anytime, in, its sole discretion, with or without cause, terminate this Agreement by written notice to the Contractor and in such event: 1. The Contractor shall, upon receipt of such notice, unless otherwise directed by the City: i. stop work on the date specified in the notice, which shall be no sooner than the date of Contractor's receipt of notice ("the Effective Termination Date"); ii. take such action as may be necessary for the protection and preservation of the City's materials and property; iii. cancel orders; iv. take no action which will increase the amounts payable by the City under this Agreement; and 2. In the event that the City exercises its right to terminate this Agreement pursuant to this Article 34.f., the Contractor will be compensated the value for the products and/or services as stated in the List of Deliverables, herein, for the: i. portion of the contracted Software, Services and Deliverables in preparation or completed by Contractor up to the Effective Termination Date; and ii. non -cancelable Deliverables, including Equipment, Software, and Subcontractor's deliverables, that are not capable of use except in the performance of this Agreement and Work Order; and iii. actual and direct settlement and/or cancellation charges to wind down work, including supplier and Subcontract orders in process. System Agreement Page 37 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 Application file for any changes, and annually renew the Application for the duration of this Agreement, including any option years. Article 37 Local, State, and Federal Compliance Requirements Contractor agrees to comply, subject to applicable professional standards, with the provisions of any and all applicable Federal, State and local statutes, ordinances, rules and regulations that may pertain to the Services required under this Agreement.. Notwithstanding any other provision of this Agreement, Contractor shall not be required pursuant to this Agreement to take any action or abstain from taking any action if such action or abstention would, in the good faith determination of the Contractor, constitute a violation of any law or regulation to which Contractor is subject, including but not limited to laws and regulations requiring that Contractor conduct its operations in a safe and sound manner. Article 38 Nondiscrimination During the performance of this Contract, Contractor agrees to: not discriminate against any employee or applicant for employment because of race, religion; color, sex, handicap, marital status, age or national origin, and will take affirmative action to insure that they are afforded equal employment opportunities without discrimination. Such action shall be taken with reference to, but not limited to: recruitment, employment, termination, rates of pay or other forms of compensation, and selection for training or retraining, including apprenticeship and on the job training. Article 39 Conflict of Interest The Contractor represents that: a) No officer, director, employee, agent, or other consultant of the City or a member of the immediate family or household of the aforesaid has directly or indirectly received or been promised any form of benefit, payment or compensation, whether tangible or intangible, in connection with the grant of this Agreement. b) There are no undisclosed persons or entities interested with the Contractor in this Agreement. This Agreement is entered into by the Contractor without any connection with any other entity or person making a proposal for the same purpose, and without collusion, fraud or conflict of interest. No elected or appointed officer or official, director, employee, agent or other consultant of the City, or of the State of Florida (including elected and appointed members of the legislative and executive branches of government), or a member of the immediate family or household of any of the aforesaid: 1) is interested on behalf of or through the Contractor directly or indirectly in any manner whatsoever in the execution or the performance of this Agreement, or in the services, supplies or work, to which this Agreement relates or in any portion of the revenues; or System Agreement Page 39 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 Article 42 Audits The Contractor agrees that the City or its duly authorized representatives or governmental agencies shall, until the expiration of three (3) years after the expiration of this Agreement and any extension thereof, have access to and the right to examine and reproduce any of the Contractor's books, documents, papers and records which apply to all matters of the City. Such records shall subsequently conform to Generally Accepted Accounting Principles requirements, and shall only address those transactions related to this Agreement. The Contractor agrees to maintain an accounting system that provides accounting records that are supported with adequate documentation, and adequate procedures for determining the allow ability and allocability of costs. Contractor reserves the right to assert exemptions and privileges, seek a protective court order, and/or present arguments prohibiting disclosure of its proprietary, confidential, and/or trade secret information in the event audits are conducted pursuant to Article 42. Notwithstanding any provision to the contrary in the Agreement, the provisions of Article 42 apply to the Contractor only, excluding its Subcontractors and suppliers Article 43 Waiver No waiver of a breach of any provision of this agreement by either party shall constitute a waiver of any other breach of such provision. Failure of either party to enforce, at any time, or from time to time, any provision of this agreement shall not be construed as a waiver thereof. The remedies herein reserved shall be cumulative and additional to any other remedies in law or equity. Article 44 Severability If this Agreement contains any provision found to be unlawful, the same shall be deemed to be of no effect and shall be deemed stricken from this Agreement without affecting the binding force of this Agreement as it shall remain after omitting such provision. Article 45 Survival The parties acknowledge that any of the obligations in this Agreement will survive the term, termination and cancellation hereof. Accordingly, the respective obligations of the Contractor and the City under this Agreement, which by nature would continue beyond the termination, cancellation or expiration thereof, shall survive termination, cancellation or expiration hereof. Article 46 Legal Considerations The contract shall be construed according to the laws of the State of Florida. Any legal proceedings against the City regarding this Agreement shall be brought in the State of Florida judicial forums. Venue will be in Miami -Dade County, Florida. System Agreement Page 41 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date first herein above set forth. Contractor Printrak International, Inc. By: Name: Title: Date: Appeared before me Attest: Contract Manager Accepted By: Florida ATTEST: BY: Customer: THE CITY OF MIAMI, a Municipal Corporation of the State of BY: PRISCILLA A. THOMPSON, JOE ARRIOLA, CITY CLERK CITY MANAGER DATE: APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: BY: BY: DANIA CARRILLO, ALEJANDRO VILARELLO, System Agreement Page 43 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 EXHIBIT C - TECHNICAL AND IMPLEMENTATION DOCUMENTS Exhibit C, Technical & Implementation Docs Page C - i Rev. 07/06/04 Printrak/City of Miami PT Contract No. 03-17510/cmb Ref: 8603-Exh C DOC-0704-001-01 City of Miami, Florida Contract No. 03-17510 EXHIBIT E — SYSTEM ACCEPTANCE CERTIFICATE SYSTEM ACCEPTANCE CERTIFICATE Integrated Solutions Division Customer Name: Project Name: This System Acceptance Certificate memorializes the occurrence of System Acceptance. Seller and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed, and all System or product documentationpromised under the Agreement has been provided. 2. The System is accepted, except for any items listed on a punch list. The parties will promptly complete their respective punch list responsibilities according to a mutually agreed schedule. Customer Representative: Seller Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: Exhibit E — System Acceptance Cert. Printrak/City of Miami PT Contract No. 03-17510/cmb Ref: 8603-Exh E DOC-0704-001-01 Page E - 1 Rev. 11/19/03 POLICE AGENDA ITEM SUMMARY FACT SHEET PUBLIC SAFETY TECHNOLOGY ENHANCEMENT PROGRAM JUSTIFICATION: THE CITY OF MIAMI POLICE DEPARTMENT, FIRE -RESCUE DEPARTMENT AND INFORMATION TECHNOLOGY DEPARTMENT ARE CURRENTLY PURSUING TOOLS WHICH WILL DRAMATICALLY IMPROVE THE WAY THAT THE CITY RESPONDS TO CALLS FOR EMERGENCY SERVICES, REPORTS TRAUMA TREATMENT, INVESTIGATES CRIMES, AND INTERPRETS CALLS FOR SERVICE AND CRIME DATA IN ORDER TO DELIVER POLICE, FIRE RESCUE SERVICE AND IMPROVE OVERALL PUBLIC SAFETY AND SERVICES. THIS PROGRAM HAS BEEN TITLED THE PUBLIC SAFETY TECHNOLOGY ENHANCEMENT PROGRAM HOW IS THIS ITEM GOING TO ENHANCE THE QUALITY OF SERVICE TO THE CUSTOMER / CITIZENS? THE PURPOSE OF THIS EFFORT IS TO IMPROVE THE ABILITY OF THE MIAMI FIRE -RESCUE AND POLICE DEPARTMENTS TO SERVE AND PROTECT THE RESIDENTS, BUSINESS OWNERS, AND VISITORS OF THE CITY OF MIAMI THROUGH THE USE OF THE LATEST SOFTWARE AND HARDWARE TECHNOLOGICAL TOOLS AND ENHANCEMENTS AVAILABLE. IS THIS A REPLACEMENT ITEM? YES ® NO ❑ (If yes, why?) IT WILL IMPROVE THE TECHNOLOGY THAT WE CURRENTLY HAVE. IS THIS AN EMERGENCY ITEM? YES ❑ NO ® (If yes, why?) IS THIS PURCHASE USING A SOLE SOURCE VENDOR? YES ❑ NO 0 (If yes, why?) EXISTING MIAMI-DADE RFP IS THIS A LOCAL VENDOR? YES ❑ NO Z (If no, explain?) EXISTING MIAMI-DADE RFP IS THIS THE LOWEST BID? YES ❑ NO ❑ (If no, explain?) EXISTING MIAMI-DADE RFP FUNDING SOURCE: COMMENTS: US DEPARTMENT OF JUSTICE COPS MORE 98 GRANT & FIRE FEE TOTAL EXPENDITURE: TOTAL CONTRACT AMOUNT: $7,308,093.45 Commission Hearing Date: JULY 22, 2004 Item#: RE.4 City of Miami, Florida Contract No. 03-17510 EXHIBIT G — PRINTRAK PROPOSALS Printrak Proposal 00-0302-58A, dated September 22, 2003, including amended and superseding Section 5 — FRMS & Fire CAD of Miami Fire Rescue CAD System Overview of General and Functional Requirements, dated December 3, 2003; and, Printrak Proposal 00-0302-58A, dated October 31, 2003, are incorporated herein by reference. Includes the following Motorola Confidential and Proprietary documents previously provided on CD disc to the City: • Premier CAD 6.6 Functional System Description, dated February 2003. • Infotrak LRMS ver. 5.1.1. Functional System Description, dated March 2003. • Premier MDC Reporting Accident Diagramming Functional System Description, dated May 2003, ver. 1.2. • Premier MDC Client Functional System Description, dated June 2003, ver. 1.3. Premier MDC Reporting Standard Client Application Functional System Description, dated May 2003, ver. 1.2. Premier MDC Reporting Functional System Description, dated May2003, Ver. 1.3. • Premier MDC Message Switch Functional System Description, dated July 2003, Ver. 1.2. Exhibit G — Printrak Proposals Printrak/City of Miami PT Contract No. 03-17510/cmb Ref: 8603-Exh.G DOC-0704-001-01 Page G - 1 Rev. 11 / 19/03 City of Miami, Florida Contract No. 03-17510 EXHIBIT H — CITY FUNCTIONAL REQUIREMENTS Miami Police Department New CAD & RMS Systems Requirements, issued September 2003; City of Miami Fire Department CAD Functional Requirements, issued September 2003, are incorporated herein by reference. In addition, Miami Police -Fire Volume Information, dated November 19, 2003, is incorporated and attached herein. Miami Police -Fire Volume Information, November 19, 2003 Volume Information Current (2001) Projected (2006) Service area in square miles Police and Fire 32 32 Service Population Police and Fire (daytime) 950,000 1,200,000 Police and Fire (nighttime) -; 325,000 345,000 Number for MPD employees Full time Sworn/uniformed 1096 1096 Full time civilian 386 386 Number of MFD employees Full time Sworn/uniformed 650 650 Full time civilian 70 70 Number of 911 calls (PD and FD) 1,000,000 1,200,000 Number of calls for service (MPD) 400,000 500,000 Number of alarms (MFD) 77,000 80,000 Number of incident reports (MPD) 120,000 130,000 MPD response areas 3 Patrol Districts, 13 neighborhoods 3 Patrol Districts, 13 neighborhoods Number of MPD stations 1 Central Station, 2 Substations, 10 additional neighborhood offices 1 Central Station, 2 Substations, 10 additional neighborhood offices Number of MFD stations 16 Total number of MPD MDCs deployed 732 850 Total number of MFD MDCs deployed 15 60 Exhibit H, City Req Printrak/City of Miami PT Contract No. 03-17510/cmb Ref: 8603-Exh. H DOC-0704-001-01 Page G - 1 Rev. 11 / 19/03 City of Miami, Florida Contract No. 03-17510 EXHIBIT F - ESCROW AGREEMENT Exhibit F — Escrow Agreement Printrak/City of Miami PT Contract No. 03-17510/cmb Ref: 8603-Exh. F DOC-0704-001-01 Page F - i Rev. 11 / 19/03 City of Miami, Florida Contract No. 03-17510 EXHIBIT D - MAINTENANCE AND SUPPORT AGREEMENT Exhibit D - Maintenance & Support Agreement Page D - i PrintraWCity of Miami PT Contract No. 03-17510/cmb Ref: 8603-Exh. D DOC-0704-001-02 Rev. 07/12/04 City of Miami, Florida Contract No. 03-17510 RISK MANAGEMENT ADMINISTRATOR CITY ATTORNEY System Agreement Page 44 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 Article 47 Mutual Obligations a) This Agreement, including Exhibits, attachments and appendixes to the Agreement, shall constitute the entire Agreement between the parties with respect hereto and supersedes all previous communications and representations or agreements, whether written or oral, with respect to the subject matter hereto unless acknowledged in writing by the duly authorized representatives of both parties. b) Nothing in this Agreement shall be construed for the benefit, intended or otherwise, of any third party that is not a parent or subsidiary of a party or otherwise related (by virtue of ownership control or statutory control) to a party. System Agreement Page 42 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 2) is an employee, agent, advisor, or consultant to the Contractor or to the best of the Contractor's knowledge any subcontractor or supplier to the Contractor. c) Neither the Contractor nor any officer, director, employee, agency, parent, subsidiary, or affiliate of the Contractor shall have an interest which is in conflict with the Contractor's faithful performance of its obligation under this Agreement; provided that the City, in its sole discretion, may consent in writing to such a relationship, provided the Contractor provides the City with a written notice, in advance, which identifies all the individuals and entities involved and sets forth in detail the nature of the relationship and why it is in the City's best interest to consent to such relationship. d) The provisions of this Article are supplemental to, not in lieu of, all applicable laws with respect to conflict of interest. In the event there is a difference between the standards applicable under this Agreement and those provided by statute, the stricter standard shall apply. e)'. In the event. Contractor has no prior knowledge of a conflict of interest as set forth above and acquires information which may indicate that there may be an actual or apparent violation of any of the above, Contractor shall promptly bring such information to the attention of the City'.s Project Manager. Contractor shall thereafter cooperate with the City's review and investigation of such information, and comply with the instructions Contractor receives from the Project Manager in regard to remedying the situation. Article 40 Press Release or Other Public Communication Under no circumstances shall the Contractor without the express written consent of the City: a) Issue or permit to be issued any press release, advertisement or literature of any kind which refers to the City, or the Work being performed hereunder, unless the Contractor first obtains the written approval of the City except that Contractor may list the City as a reference site in its proposals to other clients or potential clients. Such approval may be withheld if for any reason the City believes that the publication of such information would be harmful to the public interest or is in any way undesirable; and b) Communicate in any way with any contractor, department, board, agency, commission or other organization or any person whether governmental or private in connection with the Services to be performed hereunder except upon prior written approval and instruction of the City; and c) Except as may be required by law, the Contractor and its employees, agents, subcontractors and suppliers will not represent, directly or indirectly, that any product or service provided by the Contractor or such parties has been approved or endorsed by the City. Article 41 Consent of the City Required for Assignment The Contractor shall not assign, transfer, convey or otherwise dispose of this Agreement, including its rights, title or interest in or to the same or any part thereof without the prior written consent of the City, except that Contractor may assign this Agreement to any of its Motorola affiliates provided Contractor gives advance notice to the City. System Agreement Page 40 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 All compensation pursuant to this Article is subject to audit under the applicable provisions of the City of Miami City Code §18-100 to §18-102, subject to Contractor's reserved rights listed in Article 42 herein. City shall be entitled to retain Equipment that has been paid for in full by the City. f) Availability of Funds Award of a contract is subject to the availability, appropriation, and certification of sufficient funds as may be required; and any contract resulting from such award may be canceled if sufficient funds are not available, appropriated, and certified. The City shall provide twenty-two (22) Days prior written notification in the event sufficient funds are not appropriated. In the event this Agreement is terminated by the City due to non - appropriation of funds, the City shall pay Contractor for all equipment, software, work and services provided to the date for which funds are available; and Contractor may stop work until funds are available, and be granted an extension of time to complete its performance under this Agreement. g) Within twenty-two (22) Days after termination of this Agreement pursuant to this Article 34, the City must certify in writing to Contractor that all copies of Licensed Software, Documentation, and other Contractor and Subcontractor confidential or proprietary information have been returned to Contractor or destroyed and are no longer in use by the City. Article 35 Permits And Authorities a) All deliverable items shall be reviewed and accepted by the City's Project Manager. b) Any physical alteration of any City facilities for the purpose of improved human engineering design or for equipment placement, must be approved by the City's Project Manager, who shall coordinate this activity with the appropriate City departments. c) The necessary interface between the City and the telephone company regarding the placement of telephone lines and instruments shall be reviewed and authorized by the City's Project Manager or his/her designate(s) and coordinated with the Information Technology Department (ITD). d) All matters concerning frequency allocation, transmitter licensing, and other necessary control shall be reviewed and authorized by the City's Project Manager or his/her designee(s) and coordinated with the appropriate City department. Article 36 Business Application and Forms Business Application/Administrative Fee. The Contractor shall be a registered vendor with the City, Department of Purchasing, for the duration of this Agreement. It is the responsibility of the Contractor to file the appropriate Vendor Application, to update the System Agreement Page 38 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 Article 33.1 Quality Assurance/Quality Assurance Record Keeping The Contractor shall maintain, and shall require that its subcontractors and suppliers maintain, complete and accurate records to substantiate compliance with the requirements set forth in the Technical and Implementation Documents. The Contractor and its Subcontractors, shall retain such records, and all other documents relevant to the Services furnished under this Agreement for a period of three (3) years from the expiration date of this Agreement and any extension thereof. Contractor and its Subcontractor's shall not be required to disclose confidential or proprietary information that may be subject to public disclosure under Florida Statute. Article 34 Default and Termination a) Default by Contractor. If Contractor fails to achieve System Acceptance in accordance with this Agreement or otherwise breaches a material obligation under this Agreement, the City may consider Contractor to be in default, unless the City or a Force Majeure causes such failure. If the City asserts a default, it will give Contractor written and detailed notice of the default. Contractor will have twenty-two (22) Days thereafter either to provide a written plan to cure the default that is acceptable to the City. If Contractor provides a cure plan, it will begin implementing the cure plan immediately after receipt of City's approval of the plan. b) Default by City. If the City fails to pay any amount when due under this Agreement, indicates that it is unable to pay any amount when due, or otherwise breaches a material obligation under this Agreement, Contractor may consider the City to be in default, unless Contractor or a Force Majeure causes such failure. If Contractor asserts a default, it will give the City written and detailed notice of the default and the City will have twenty-two (22) Days thereafter to (i) dispute the assertion, (ii) cure any monetary default (including interest), or (iii) provide a written plan to cure the default that is acceptable to Contractor. If the City provides a cure plan, it will begin implementing the cure plan immediately after receipt of Contractor's approval of the plan. Contractor may stop work upon a material default by the City that is not cured within twenty-two (22) Days of the City's receipt of the notice of default unless a longer period for cure has been approved by the Contractor, and/or the nature of the City's material default causes serious and irreparable injury to the non -defaulting party or any of its affiliates, agents, employees, customers, suppliers, or subcontractors. c) Failure to Cure. If a defaulting party fails to cure the default as provided above in Article 34.a or Article 34.b, unless otherwise agreed in writing, the non -defaulting party may terminate any unfulfilled portion of this Agreement. In the event of such termination, the defaulting party will promptly return to the non -defaulting party any of its Confidential Information (as defined in Article 30). If the City is the non -defaulting party, terminates this Agreement as permitted by this Article, and completes the System through a third party, the City may as its exclusive remedy recover from Contractor either (i) the diminution of value of the System due to the breach if it does not complete the System Agreement Page 36 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 f) Exclusions to Equipment and Motorola Software Warranties These warranties do not apply to: (i) defects or damage resulting from use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; (ii) defects or damage occurring from misuse, accident, liquids, neglect, or acts of God; (iii) defects or damage occurring from testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Contractor; (iv) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (v) defects or damage caused by the City's failure to comply with all applicable industry and OSHA standards; (vi) Equipment that has had the serial number removed or made illegible; (vii) batteries (because they carry their own separate limited warranty); (viii) freight costs to ship Equipment to the repair depot; (ix) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (x) normal or customary wear and tear. g) Warranty Claims Before the expiration of the applicable warranty period, the City must notify Contractor in writing if Equipment or Motorola Software does not conform to these warranties. Upon receipt of such notice, Contractor will investigate the warranty claim. If this investigation confirms a valid warranty claim, Contractor will (at its option and at no additional charge to the City) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. Such action will be the full extent of Contractor's liability hereunder. If this investigation indicates the warranty claim is not valid, then Contractor may invoice the City for responding to the claim on a time and materials basis using Contractor's then -current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Contractor. h) Original End User is Covered These express limited warranties are extended by Contractor to the City for commercial, industrial, or governmental use only, and are not assignable or transferable. i) Disclaimer of other Warranties THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND LICENSED SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. CONTRACTOR DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. System Agreement Page 34 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 evidencing compliance with this provision and signed by an officer of the Contractor shall accompany such materials. e) Notwithstanding the foregoing provisions of this Article 30 and Exhibit A, the parties hereby acknowledge that City is subject to the requirements of the Florida Public Records Law (Chapter 119, Florida Statutes) and that some or all of the information, materials, or documents provided by Contractor may be "public records" and, as such, may be subject to disclosure to, and copying by, any person unless otherwise specifically exempt by statute. Upon receipt of a request for such information pursuant to the said Florida Public Records Law, the City shall promptly notify Contractor, and Contractor shall either promptly authorize disclosure of the information or promptly file at its own cost appropriate legal action to protect such information from disclosure. In the event that legal action is required in an effort to prevent such disclosure, or in the event that claims are brought by a third party as a result of the failure to disclose such information, Contractor shall indemnify, defend, and =hold the City harmless from all such claims arising in any way from such failure to disclose, including, but not limited to, the payment of any penalties that may be required by law, damages otherwise awarded, and attorney's fees (both thoseawarded against the City and those incurred by City). This indemnity shall survive the cancellation or expiration of this agreement. Article 31 Warranties a) Software Warranties The Contractor warrants that (i) the Licensed Software shall not contain viruses or pre- programmed devices which will cause any software utilized by the City to become inoperable of processing accurately and in accordance with the warranties specified herein and the Technical and Implementation Documents; and (ii) the Licensed Software and each module and function thereof shall be capable of operating fully and correctly on the combination of the Equipment and Software furnished by the City provided the Equipment and Software provided by the City are pre -approved by Printrak in writing for use with the System. b) Software Warranty Period for CAD, RMS, PMDC Subsystem(s) Unless otherwise stated in the Software License Agreement or herein, for one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first, Contractor warrants the Motorola CAD, RMS, and PMDC Licensed Software in accordance with the terms of the Software License Agreement applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within the City's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. c) System(s) Warranties Contractor hereby represents and warrants to the City that Contractor has reviewed and evaluated all information furnished by the City prior to the signing of this agreement. System Agreement Page 32 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 d) The Contractor acknowledges that all computer software in the City's possession may constitute or contain information or materials which the City has agreed to protect as proprietary information from disclosure or unauthorized use and may also constitute or contain information or materials which the City has developed at its own expense, the disclosure of which could harm the City's proprietary interest therein. During the term of the contract, the Contractor will not use directly or indirectly for itself or for others, or publish or disclose to any third party, or remove from the City's property, any computer programs, data compilations, or other software which the City has developed or has been developed for and/or licensed to the City by its subcontractors or suppliers, except as authorized by the City (hereinafter "City Computer Software"). The Contractor and its employees must also honor all third -party license agreements, except as authorized by the City and, if the Computer Software has been leased or purchased by the City, .all hired third party license agreements must also be honored :;by the Contractors' employees with the approval of the lessor or licensors thereof. This includes mainframe, minis, telecommunications, personal computers and any and all information technology software. The Contractor will report to the City any information discovered or which is disclosed to the Contractor which may relate to the improper use, publication, disclosure or removal from the City's property of any information technology software and hardware and will take such steps as are within the Contractor's authority to prevent improper use, disclosure or removal. e) The Contractor hereby acknowledges and agrees that the City retains all rights, title and interests in and to all City proprietary and/or confidential materials, data, documentation and copies thereof furnished by the City to the Contractor hereunder, even if unfinished or in process, provided to the Contractor in support of the Services the Contractor performs in connection with this Agreement, including all copyright and other proprietary rights therein, which the Contractor as well as its employees, agents, subcontractors and suppliers may use only in connection of the performance of Services under this Agreement. The Contractor shall not, without the prior written consent of the City, use such documentation on any other project in which the Contractor or its employees, agents, Subcontractors or suppliers are or may become engaged. Submission or distribution by the Contractor to meet official regulatory requirements or for other purposes in connection with the performance of Services under this Agreement shall not be construed as publication in derogation of the City's copyrights or other proprietary rights. Article 30 Confidentiality a) During the term of this Agreement, the parties may provide the other with Confidential Information. For the purposes of this Agreement, "Confidential Information" is any information disclosed in written, graphic, verbal, or machine - recognizable form, and is marked, designated, labeled or identified at the time of System Agreement Page 30 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 release conditions specified in Article 5.1 of the Escrow Agreement contained in Exhibit F. In the event the source code is released to the City, the City shall agree to use the code exclusively for internal purposes under terms and conditions of this Agreement and the Software License Agreement, and solely for trouble analysis, namely isolating, diagnosing, and fixing problems in the applicable Software. Prior to receiving access to such source code, the City shall enter into a confidentiality agreement in form and substance reasonably satisfactory to Contractor. Nothing in this provision provides for escrow of source code associated with any third party products or Motorola's firmware, embedded, or radio software. In the event the City breaches this System Agreement, Software License Agreement, or Maintenance and Support Agreement, or fails to keep the Maintenance and Support Agreement in effect, Contractor's obligations under this provision will immediately cease without notice, the City's rights as beneficiary under the escrow will be cancelled, and all deposited source code will be returned, to Contractor. The amendment to the Escrow Agreement (Exhibit F) shall include a provision to effect that any disputes concerning the Escrow Agreement amendment naming the City as beneficiary thereto shall be resolved in a court of competent jurisdiction in the State of Florida. Article 28.3 Documentation The Contractor shall deliver to the City two (2) copies of standard Documentation associated with the Licensed Software deliverables. The City will have the right, subject to the restrictions and grants of the applicable software license incorporated herein, to make as many additional copies of the Contractor's Licensed Software Documentation as it may deem necessary for its internal use of the System, pursuant to the copyright restrictions specified in Exhibit A. For Third Party Software documentation and Equipment documentation, the City shall comply with each respective manufacturer or licensor's copyright and license restrictions. Article 28.4 Software Enhancements/Modifications The Contractor understands the City may require changes to the Licensed Software, which is outside the specification of the existing Licensed Software, including revising the escrowed source code. Upon the City's request for such enhancements/modifications the City shall prepare a scope of work and the Contractor shall submit a cost proposal including all costs and/or technical and delivery assumptions pertaining to furnishing the City with the enhancements/modifications, unless such enhancement/modification is work that Contractor is unable to perform at the time the City's request is received. Thereafter the City and the Contractor shall agree to a firm fixed price for the requested modification/enhancement, unless otherwise agreed. In no event shall the Contractor perform any Services on the task unless the parties execute a System Agreement Page 28 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cinb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 f) Impact of the change on any other part of this Agreement; g) Florida sales tax impact; and h) Impact of the change on Contractor's ability to meet is obligations and responsibilities under this Agreement. No modification or change of any provision in the Contract shall be made, or construed to have been made, unless such modification is mutually agreed to in advance in writing by the City and Contractor and incorporated as a written Change Order executed by both parties. Correspondence shall not be construed as amendments to the Contract. a) Excusable Delays Neither party shall be liable for any excess costs if the failure to perform the Contract arises out of cause beyond the control and without the fault or negligence of that party. Such causes may include, but are not restricted to, acts of God or of the public enemy, civil disturbances or acts of terrorism, acts of the City in either its sovereign or contractual capacity, acts of the Federal or State governments in its sovereign capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of that party. b) Extension of Project Schedule In the event it is deemed necessary by the City and the Contractor to extend the time of completion of the Work to be done under this Contract, such extensions shall be granted at the discretion of the City as set forth in Article 26, Modification/Change Order Procedures, above. Such extension shall in no way release the Contractor from performance and completion of this Contract in accordance with the revised and approved schedule. To the extent that extensions of time for Contractor performance do not impact either the scope or cost of this Agreement, the City may, at its sole discretion, grant the Contractor extensions of time provided, however, that the aggregate of all such extensions during the life of this Agreement shall not exceed ninety (90) Days per calendar year. Extensions exceeding ninety (90) Days may only be approved by the City Manager. c) City's Right to Delay/Adjust Commencement of Project Work During the Project life, the City Project Manager shall have the discretionary right to direct the Contractor to withhold actual commencement of Work to be performed at the City facilities until sufficient material or Work has been delivered or completed to ensure completion of the work without interruption or that the work is scheduled to provide minimal disruption to departmental operations. The Contractor shall comply with such instructions when issued. The Contractor shall be granted an extension of the completion time of the Contract equal to the number of Days the delay caused plus the necessary System Agreement Page 26 Revised 07/14/04 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 City of Miami, Florida Contract No. 03-17510 c) Notwithstanding any provision to the contrary herein, the parties agree that that following Subcontractors to the Contractor are approved by the City for fulfillment of Contractor's obligations herein, as of the Contract Date: Hewlett-Packard (HP) Software Techniques Inc. Priority Dispatch Corp. d) Before entering into any subcontract hereunder, the Contractor will inform the Subcontractor fully and completely of all provisions and requirements of this Agreement relating either directly or indirectly to the Services to be performed. Such Services performed by such Subcontractor will strictly comply with the requirements of this Contract. e) In order to qualify as a Subcontractor satisfactory to the City, in addition to the other requirements herein provided, the Subcontractor must be prepared to prove to the satisfaction of the City that it has the necessary facilities, skill and experience, and ample financial resources to perform the Services in a satisfactory manner. To be considered skilled and experienced, the Subcontractor must show to the satisfaction of the City that it has satisfactorily performed services of the same general type, which is required to be performed under this Agreement. f) The City shall have the right to withdraw its consent to a Subcontractor if it appears to the City that the Subcontractor will delay, prevent, or otherwise impair the performance of the Contractor's obligations under this Agreement. All Subcontractors are required to protect the confidentiality of the City's proprietary and confidential information. Contractor shall furnish to the City copies of all subcontracts (excluding cost and pricing information) between the Contractor and Subcontractors directly related to Contractor's deliverables hereunder. Within each such subcontract, there shall be a clause for the benefit of the City permitting the City to request completion of performance by the Subcontractor of its obligations under the subcontract with the option to pay the Subcontractor directly for the performance by such Subcontractor in the event the City finds the Contractor in material breach of its obligations and such breach remains uncured pursuant to the terms and conditions of this Agreement. Notwithstanding, the foregoing shall neither convey nor imply any obligation or liability on the part of the City to any Subcontractor hereunder as more fully described herein. Article 25 Outside Vendors The City reserves the right to have any task(s) assigned to the City under this Contract performed by outside vendors or consultants, in the event the work cannot be accomplished or completed on schedule by City personnel. Such assignment shall not relieve the Contractor nor the City of its obligations and responsibilities under this Agreement. System Agreement Page 24 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 to the installation plans and Specifications causes a change in the cost or time to perform, the parties will equitably amend the Contract Price or Performance Schedule, or both, by a written Change Order to this Agreement. It is required that the Contractor visit the site of the proposed work and became familiar with any conditions which may, in any manner, affect the work to be done or affect the equipment, materials, and labor required. It is understood between the parties to this Agreement that an extensive site analysis shall be conducted by the Contractor after contract signing during the Project kick-off meeting, and the City will be required to provide a site that meets the Specifications of this Agreement. Article 22 Operating Environment for Information Systems Contractor represents that the System will perform consistently with the Specifications in all material respects. Upon System Acceptance, this System functionality representation is fulfilled. Contractor is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by the Contractor attached to or used in connection with the System or for reasons beyond the Contractor's control, such as (i) an earthquake, adverse power or environmental conditions outside the specifications of the System or Subsystem, or other natural causes; (ii) City changes to load usage or configuration outside the Specifications; or (iii) any acts of parties who are beyond Contractor's control. Article 22.1 Assumption, Parameters, Projections, Estimates and Explanations The apparent silence or inadvertent omission of City's requirements or specifications as to any detail, or detailed description, concerning any point shall be regarded and interpreted as expressing that ethical commercial practices shall prevail and that only material and workmanship of the finest quality are to be utilized. All interpretations of requirements shall be made on the basis of this statement. Under no circumstances shall Contractor assume any responsibilities for requirements or specifications omitted from the City's requirements or specifications. Article 22.2 Non -Required Features and Facilities Features of the Subsystems or Systems, as presented in the Contractor's Proposal, but not required by the City's system requirements, may be acquired by the City at the option of the City, pursuant to Article 26. Options which are not included in the base system price specified in Exhibit C-1 and not included in the initial Contract Price, may be elected by the City after Contract signing in accordance with Article 26 and subject to the price validity period specified for each Option in Exhibit C-1, which may require adjustments to the Contract Price and/or Performance Schedule. Article 22.3 Substitution System Agreement Page 22 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 Days after delivery, or unless a different time for installation is otherwise mutually agreed upon by the parties hereto. All installation work will be performed during normal business hours, unless otherwise required and agreed to between the parties. Contractor shall diligently pursue and complete such installation without interruption and in accordance with the Performance Schedule, so that such Software and/or Equipment is in good working order and ready for use by the Installation Date set forth in the Performance Schedule. (i) Contractor agrees to do all things necessary for proper installation and to perform its installation obligations hereunder in an orderly, skillful and expeditious manner, with sufficient labor and materials to ensure efficient and timely completion of such obligations. If applicable, Contractor shall coordinate with the Project Manager for all work with all other Contractors and/or City personnel performing work at the Site(s) to complete Software installation. The City shall be responsible for resolving all disputes relating to Site access between Contractor and other contractors: Contractor shall provide all materials necessary to proper installation of the Software in accordance with its obligations set forth under this Agreement. The City shall attempt to provide reasonable working and secure storage space for the performance by Contractor of the installation services described herein. Contractor agrees that all installation work will be performed neatly and at all times Contractor shall keep Site(s) free from waste materials and rubbish resulting from the services being performed by Contractor. (ii) Unless otherwise agreed to by the City, Contractor agrees as part of the installation process, to perform its installation services as specified in this Agreement, including, but not limited to, the following: (a) receipt and inventorying of materials, unless otherwise specified; (b) unloading and uncrating of all Equipment and Software, unless otherwise specified; (c) cooperating with all other vendors supplying peripheral or ancillary equipment that will interface with the System; and (d) any additional services necessary to ensure Contractor's compliance with this Agreement. (iii)All cabling provided by Contractor shall be provided in accordance with the Technical and Implementation Documentation. When required by local codes, Contractor agrees to provide cables with a flame resistant sheath. All cabling outside any room in which Equipment is located shall be connected in conduits, raceways or runways provided by the City unless otherwise agreed to in writing. If required by any applicable Federal, State or local laws or codes, City shall ensure that all items of Equipment are firmly held in place in a manner so as to protect such Equipment from seismic shock. In this regard, Contractor agrees to provide fastenings and supports adequate to support Equipment loads with an ample safety margin as specified by any applicable Federal, State, or local laws or codes however additional compensation to the Contractor may be required. h) System testing shall consist of the tests described in the applicable Technical and Implementation Documents, including the applicable Acceptance Test Plan for each Subsystem, and shall be conducted by Contractor and may be observed by the City. The purpose of these tests is to demonstrate the complete operability of the System(s) or Subsystem(s) in conformance with the Specifications of the Contract. This will include System Agreement Page 20 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 The Contractor shall bear the sole responsibility and liability for furnishing workers' compensation benefits to any person for injuries arising from or connected with services performed by or on behalf of the Contractor pursuant to this agreement. Article 17 Authority of the City's Project Manager a) The Contractor is specifically cautioned that no person other than the City's Project Manager or his/her designee is authorized to direct, approve, or otherwise take effective action following the execution of this Contract, except as may be designated in writing and signed by the City Manager. The Contractor is hereby put on notice that claims arising from actual or implied work or rework necessary to remedy such actions, which were performed at the direction of "a person with apparent authority", will be disallowed. The Contractor is advised that the City may actively seek recovery of damages from such parties as May perform unauthorized work in execution of this contract: b) The Contractor hereby acknowledges that the City's Project Manager will determine in the first instance all questions of any nature whatsoever arising out of, under, or in connection with, or in any way related to or on account of, ,this Agreement including without limitations: questions as to the value, acceptability and fitness of the Services; questions as to either party's fulfillment of its obligations under the Contract; questions as to the interpretation of the Technical and Implementation Documents; and claims for damages, compensation and losses. Article 18 Disputes The Contractor and the City will attempt to settle any claim or controversy arising from this Agreement (except for a claim relating to intellectual property) through consultation and negotiation in good faith and a spirit of mutual cooperation. The respective project managers will confer and attempt to settle a dispute. The dispute will be escalated to appropriate higher -level managers of the parties, if necessary. If cooperative efforts fail, the dispute will be mediated by a mediator in Miami -Dade County chosen jointly by the City and the Contractor within twenty-two (22) Days after notice by one of the parties demanding non -binding mediation. The City and the Contractor will not unreasonably withhold consent to the selection of a mediator, and they will share the cost of the mediation equally. The parties may postpone mediation until they have completed some specified but limited discovery about the dispute. The parties may also replace mediation with some other form of non -binding alternative dispute resolution within Miami -Dade County ("ADR"). Any claim relating to intellectual property and any dispute that cannot be resolved between the parties through negotiation or mediation within two (2) months after the date of the initial demand for non -binding mediation as described above shall then be submitted by either party to a court of competent jurisdiction in the state in which the System is installed. Each party consents to jurisdiction over it by such a court. The use of ADR procedures will not be considered under the doctrines of laches, waiver, or System Agreement Page 18 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 Article 15.1 Employees are the Responsibility of the Contractor All employees of the Contractor shall be considered to be, at all times, employees of the Contractor under its sole direction and not employees or agents of the City. The Contractor shall supply competent employees. Each employee shall have and wear proper identification. Article 15.2 Substitution of Personnel a) In the event the Contractor wishes to substitute personnel for the key personnel identified below, the Contractor must notify the City in writing and request written approval for the substitution at least ten (10) Days prior to effecting such substitution, unless otherwise stated herein. In the event Contractor's key personnel discontinue employment with Contractor, Contractor shall provide a temporary, qualified replacement and notify the City in writing within ten (10) Days of such occurrence. The temporary replacement shall remain assigned to the project until either converted to permanent project assignment, or replaced by another qualified project personnel. The Contractor represents that its personnel assigned to positions of responsibility in the implementation of this project possess the requisite expertise to be involved in the project. The Contractor's Project Manager is to be determined and shall have authority to issue, execute, grant, or provide any approvals, requests, notices, or other communications required or permitted herein. The Contractor's Project Manager shall be the primary point of contact for the Contractor and any Subcontractor(s) participating in this project. Contractor Key Personnel: Project Manager — Mike Coelho Premier CAD core software training Trainer — Amanda Myers Infotrak LRMS core software training Trainer — Terry Childs b) The City and the Contractor shall each designate a Project Manager and from time to time may designate in writing a temporary alternate Project Manager (each is referred to as "Project Manager"). The City Project Manager will be responsible for day-to-day coordination with the Contractor's Project Manager and staff and will represent the City as assigned. The City reserves the right to appoint a new Project Manager in accordance with normal personnel rotation policies and procedures. System Agreement Page 16 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cinb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 The Bond shall be delivered to the City within eleven (11) Days after award by the City. If the Contractor fails to deliver the performance and payment bond within this specified time, including granted extensions, the City may enforce the proposal bond. The City shall release the Performance Bond upon the later event of Final System Acceptance, or expiration of the warranty period for all contracted Subsystems. All bonds shall be written through surety insurers authorized to do business in the State of Florida as surety, with the following qualifications as to management and financial strength according to the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey: Bond Amount Best Rating $500,000 to 1,500,000 B V $1,500,001 to 2,500,000 A VI $2,500,001. to 5,000,000 A VII $5,000,001 to 10,000,000 A VIII Over $10,000,000 A IX Article 14 Liquidated Damages The City and Contractor hereby agree that the delivery of supplies, services, materials, training and equipment of the character and quality contained in this Agreement and the Exhibits is the essence of this Agreement and if the Critical Milestone Events listed below are not delivered by the time specified in the Performance Schedule (or as subsequently modified by mutual agreement of the parties), there may be deducted at the City's election, not as a penalty but as liquidated damages, Five Hundred Fifty Dollars ($550) per day for each and every Day of delay beyond the date specified in the Performance Schedule for the critical milestone event: Critical Milestone Events: 1. CAD Subsystem Live Cut 2. Premier MDC Subsystem Live Cut 3. Infotrak LRMS ver. 5.4 Subsystem Live Cut Total aggregate liquidated damages shall not exceed $75,000, which can be paid by Contractor under this Agreement, and is the exclusive remedy for Contractor's delay of the Critical Milestone. After sixty-six (66) Days or upon the aggregate liquidated damages amount being achieved, the City may consider the Contractor in default and reserves the right to enforce the provisions of the performance bond. Except with respect to defaults of Contractor's Subcontractors, the Contractor shall not be liable for liquidated damages when delays arise out of causes beyond the control or without the default or negligence of the Contractor. System Agreement Page 14 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 shall require any subcontractors to provide automobile liability insurance for all of the vehicles used by subcontractors arising out of the License. All insurance policies shall be with insurance companies authorized to do business in the State of Florida and shall be with insurance companies with a minimum Best's Rating of AV11, or an equivalent rating, and Financial Size Category Rating of X (ten). The Contractor shall keep on file with the City Risk Management Administrator certificates of insurance which shall indicate that the City, its officers, boards, Commission, commissioners, and employees are listed as additional insured's, and that this insurance is primary over any other insurance or self-insurance program available to the City whether collectible or not. In the event of a potential claim such that the City claims insurancecoverage, the Contractor shall immediately respond to all, reasonable requests by the City for information with respect to the scope of the insurance coverage. All insurance policies shall list the City, as additional insured and shall further provide that any cancellation or reduction in coverage shall not be effective unless twenty-two (22) Days prior written notice thereof has been given to the City Risk Manager at 9`h floor, Miami Riverside Center, 444 S.W. Second Avenue, Miami, Florida 33130. NOTE: CITY OF MIAMI CONTRACT NUMBER AND TITLE MUST APPEAR ON EACH CERTIFICATE OF INSURANCE. Award of this Contract is contingent upon the receipt of the insurance documents, as required, within eleven (11) Days after the City's notification to Contractor to comply after the award is made. If the insurance certificate is received within the specified time frame but not in the manner prescribed in this Agreement, the Contractor shall be verbally notified of such deficiency and shall have an additional five (5) Days to submit a corrected certificate to the City. If the Contractor fails to submit the required insurance documents in the manner prescribed in this Agreement within fifteen (15) Days after the City's notification to comply, the Contractor shall be in default of the contractual terms and conditions and award of the Contract will be rescinded, unless such time frame for submission has been extended by the City. The Contractor shall be responsible for assuring that the insurance certificates required in conjunction with this Section remain in force for the duration of the contractual period of the Contract, including any and all option years or extension periods that may be granted by the City. If insurance certificates are scheduled to expire during the contractual period, the Contractor shall be responsible for submitting new or renewed insurance certificates to the City at a minimum of twenty-two (22) Days in advance of such expiration. In the event that expired certificates are not replaced with new or renewed certificates which cover the contractual period, the City shall suspend the Contract until such time as the new or renewed certificates are received by the City in the manner System Agreement Page 12 Revised 07/14/04 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 City of Miami, Florida Contract No. 03-17510 performed under this Contract, including all costs associated with such Work and Services, shall be in the total amount of Six Million, Nine Hundred Sixty Thousand, Eighty -Nine Dollars ($$6,960,089.00), excluding the Maintenance pricing and other non - selected Options specified in Exhibit C-1. $ 6,960,089.00 is a guaranteed maximum price ("GMP"). The City shall have no obligation to pay the Contractor any additional sum, fee, cost, or reimbursable expense in excess of this amount, except for a change and/or modification to the Contract, which is approved and executed in writing by the City and the Contractor. All Services undertaken by the Contractor before City's approval of this Contract shall be at the Contractor's risk and expense. Article 10.1 Method and Times of Payment Contractor will submit to the City invoices accordingto the Payment Schedule set forth in Exhibit B, which correspond to the completion of certain milestonetasks identified in the Performance Schedule. The Contractor agrees that under the provisions of this Agreement the Contractor may bill the City periodically, but not more than once per month, upon invoices certified by the Contractor. All invoices shall be supported by copies of descriptive documents and shall show the City's contract number (contract number 03-17510). All payments shall be governed by the provision of the Florida Prompt Payment Act. Payment will be made within twenty-two (22) Days after receipt by the City of properly prepared and documented invoices submitted in accordance with the Florida Prompt Payment Act, §218.70, et. seq., Florida Statutes (2003). Invoices and associated back-up documentation shall be submitted in duplicate by the Contractor to the City's Contract Manager. The City may at any time designate a different address and/or contact person by giving written notice to the Contractor. Article 11 Indemnification and Insurance a) The Contractor shall indemnify, defend, and hold harmless the City and its officers, employees, and agents from any and all liability, losses or damages, including reasonable attorneys' fees and costs of defense, which the City or its officers, employees, or agents may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the negligent performance of this Agreement by the Contractor or its employees, agents, servants, partners principals or subcontractors, provided the City gives Contractor written notice of any such claim or suit. The City shall cooperate with Contractor in its defense or settlement of such claim or suit. The Contractor shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and reasonable attorney's fees which may issue thereon. The Contractor expressly understands and agrees that any insurance protection System Agreement Page 10 Revised 07/14/04 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 City of Miami, Florida Contract No. 03-17510 Article 7 Notice Requirements All notices required or permitted under this Agreement shall be in writing and shall be deemed sufficiently served if delivered by Registered or Certified Mail, with return receipt requested; or by overnight carrier such as Federal Express; or delivered personally; or delivered via fax and followed with delivery of hard copy; and in any case addressed as follows: a) To the City: 1. to the Project Manager: City of Miami Information Technology Department Neyda Galvez 444 SW 2"d Avenue Miami, Florida 33130 Phone (305) 416-1021 Fax: (305) 400-5218 and 2. to the Contract Manager: City of Miami Police Department Major Joseph Longueira 400 N.W. Second Avenue, 4th Floor Miami, Florida 33128-1706 Phone: (305) 579-6193 Fax: (305) 808-7150 b) To the Contractor: 1. Printrak International Inc. 6000 Spine Road Boulder, CO 80301 Attention: Contract Manager Phone: (303)-527-4000 Fax: (303)-527-4001 System Agreement Page 8 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 J) Requirements, issued September, 2003; and Miami Police -Fire Volume Information, dated November 19, 2003. Exhibit I — The Agreement terms and conditions between Miami -Dade County and the Contractor identified above and incorporated by reference herein (County Contract 317, PT CN: 02-17536), as amended and supplemented to date. Notwithstanding any provision to the contrary in this Agreement, Contractor shall only be required to provide the Work, including the deliverables, associated with each Subsystem that is included in the Base System Price (BSP), plus any Options either elected by the City at Contract Signing or by Change Order thereafter. Article 3 Order of Precedence If there is a conflict between or among the provisions of this Agreement, the order of precedence is as follows: 1) these System Agreement terms and conditions; and 2) thereafter Exhibits A through H, as depicted in Article 2; and 3) The Agreement between Miami -Dade County and the Contractor identified above and incorporated by reference herein (County Contract 317, PT CN: 02-17536), as amended and supplemented to date. In the event the System Agreement terms and conditions or any of the Exhibits incorporated herein that are modified during the term of this Agreement pursuant to Article 26, the later dated document shall supersede earlier versions of same document or provision. In the event that an issue is addressed in the proposal that is not addressed in Exhibit H, no conflict in language shall be deemed to occur. Article 4 Rules of Interpretation a) References to a specified Article, section or schedule shall be construed as reference to that specified Article, or section of, or schedule to this Agreement unless otherwise indicated. b) Reference to any agreement or other instrument shall be deemed to include such agreement or other instrument as such agreement or other instrument may, from time to time, be modified, amended, supplemented, or restated in accordance with its terms. c) The terms "hereof', "herein", "hereinafter", "hereby", "herewith", "hereto", and "hereunder" shall be deemed to refer to this Agreement. The titles, headings, captions and arrangements used in these Terms and Conditions are for convenience only and shall not be deemed to limit, amplify or modify the terms of this Contract, nor affect the meaning thereof. Article 5 Nature of the Agreement System Agreement Page 6 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 t) The word "Software" to mean the Licensed Software and/or Third Party Software. u) "Specifications" means the design, form, functionality, or performance requirements described in the Technical and Implementation Documents. v) The word "Subcontractor" or sub consultant to mean any person, firm or corporation, other than the employees of the Contractor, who contracts to furnish labor, or labor and materials, in connection with the Work, on behalf of the Contractor in support of this Agreement on behalf of the Contractor. w) "Subsystem" means a major portion of the Systems, such as CAD, LRMS, or PMDC, that performs specific functions or operations as described in the Technical and Implementation Documents. Subsystem may also be referred to in the singular, as "System". x) The word "System(s)" to mean the composite of all Subsystems and items intended to be furnished, installed and integrated to fulfill the requirements of the Contract as more fully described in the Technical and Implementation Documents. y) The words "System Acceptance" to mean the City's certification that all Systems in this Agreement, or each applicable Subsystem at a specific Site(s) has satisfied the acceptance testing criteria set forth in Article 33 and the requirements of the applicable Technical and Implementation Documents. z) The words "System Acceptance Date" to mean the date on which all Systems in this Agreement, or each applicable Subsystem installed at a specific Site has satisfied the final acceptance criteria set forth in Article 33 and the requirements of the applicable Technical and Implementation Documents. aa) The words "Third Party Software" to mean certain (i) operating system software supplied by the Contractor, and (ii) third party database management or application software supplied but not owned by the Contractor. Third Party Software is Software that a party other than Printrak and/or Motorola owns, and may be referred to as "Non - Motorola Software". bb) The words "Work", "Services" or "Project" to mean all matters and things required to be done by the Contractor in accordance with the provisions of this Contract. System Agreement Page 4 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 City of Miami, Florida Contract No. 03-17510 Article 1 Definitions The following words and expressions used in this Agreement shall be construed as follows, except when it is clear from the context that another meaning is intended: a) "Beneficial Use" means when the City first uses the System or a Subsystem for public safety operational purposes, such as CAD for call taking and dispatching of 9-1-1 calls; base records management for police operations, or use of the PMDC System for CAD dispatch, query of records, state queries, and mobile messaging, (excluding training or testing). The determination of the commencement of Beneficial Use of each Subsystem will be subject to the mutual agreement between the parties. b) The words "Contract" or "Contract Documents" or "Agreement" to mean collectively this System Agreement and all Attachment(s) and Exhibit(s) incorporated herein,including allmutually agreed to written amendments) and Change Order(s) and supplements or modifications issued hereto. c) The words "Contract Date" to mean the date on which this Agreement is effective, which shall be the date set forth above. d) The word "Contract Manager" to mean Major Joseph Longueira, Miami Police Department, or his designee. e) The word "Contractor" to mean Printrak International Inc., a Motorola Company, and its permitted successors and assigns. f) The words "directed", "required", "permitted", "ordered", "designated", "selected", "prescribed" or words of like import to mean respectively, the direction, requirement, permission, order, designation, selection or prescription of the City's Project Manager; and similarly the words "approved", acceptable", "satisfactory", "equal", "necessary", or words of like import to mean respectively, approved by, or acceptable or satisfactory to, equal or necessary in the opinion of the City's Project Manager. g) The word "Days" or "day" to mean Business Days which refers to Contractor and City's work days of Monday through Friday excluding holidays observed by each entity, unless otherwise specified herein. h) The word "Deliverables" to mean all documentation and any items of any nature submitted by the Contractor to the City's Project Manager for review and approval pursuant to the terms of this Agreement. i) The words "Extra Work" shall mean changes resulting in additions or deletions to the amount, type or value of the work shown in this Agreement, subject to the prior mutual agreement between the parties before performance thereof. System Agreement Page 2 Agreement between Printrak and the City of Miami PT Contract No. 03-17510/cmb Ref: 8603-T&C DOC-0704-001-04 Revised 07/14/04 through five (5) and optional maintenance years, which at the City of Miami's sole discretion, may be extended for five additional one-year periods. Section 3. Funds for said purchases are allocated from the United States Department of Justice's COPS MORE 98 Grant, Account Code No. 142025.290512.6.840, in an amount not to exceed $6,106,221.36 and from the Fire Fee Account Code No. 313302.289301.860 and/or Account Code No. 313303.289401.840, in an amount not to exceed $1,201,872.09, and allocating future funds from the operating budgets of various user departments, as may be adjusted from time to time by the City Commission in the Annual Appropriations/Capital Improvements Ordinances or as otherwise adjusted as permitted by law. Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} APPROVED AS TO FORM AND CORRECTNESS: ALEJANDRO VILARELLO CITY ATTORNEY ..Footnote {1} The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Option #22 - Additional LlveCut Support for RMS/MDC $ 24,848 Option#23 - Dedicated Full Time Project Manager $ 259,842 Option #24 - Acceptance Test Plan $ 56,544 **This option moved to base Option #25 - Hourly Rates Professional Services Any additional Printrak professional services shall either be priced on a firm fixed price basis, or at the following hourly rates: LABOR CATEGORY 2004 2005 2006 Project Manager $ 249.65 $ 277.39 $ 308.21 CAD/RMS Application Engineer $ 189.30 $ 210.33 $ 233.70 CAD/RMS Software Engineer $ 285.32 $ 317.02 $ 352.25 Documentation, Technical $ 285.32 $ 317.02 $ 352.25 Mapping Services $ 285.32 $ 317.02 $ 352.25 Hardware Engineer $ 285.32 $ 317.02 $ 352.25 Client Server Application Engineer $ 189.30 $ 210.33 $ 233.70 Client Server Software Engineer $ 285.32 $ 317.02 $ 352.25 CAD Tools Developer $ 285.32 $ 317.02 $ 352.25 RMS Developer $ 222.22 $ 246.91 $ 274.35 Software Quality Assurance. $ - 170.10 $ 189.00 $ 210.00 Training Services are priced on a per day basis at the rate of $ 2,000 per day, plus travel and accomodation expenses. Exhibit C-I, Deliverables/Pricing Proposal 00-0302-58A CN: 03-17510 Page CI - 13 Prinlrak/Molorola Confidential Proprietary Information Rev. July 14, 2004 OPTION PRICING The following Options may be elected by the Customer upon Contract signing. The Customer must indicate which Option(s) are selected by initialing each selected Option. The Payment Milestones will be adjusted to reflect the total value of the System price plus the selected Option(s). Options selected after Contract signing shall be incorporated into this Agreement pursuant to Article 22.2. of the System Agreement. The pricing for the following Options will remain valid for six (6) months after Contract Date, unless otherwise stated below. DESCRIPTION I_ AMOUNT QTY SELECTED Option #1 - End User Training (Per Class- Not to exceed 12 students) $ 16,177 1 Option #2 - Legacy CAD Data Conversion Option 1 $ 7,003 1 Option #3 - Legacy CAD Data Conversion Option 2 $ 60,917 1 Option #4 - Legacy CAD Data Conversion Option 3 $ 130,302 1 Option #5 - Legacy CAD Data Conversion Option 4: $ 146,955 1 Option #6 - RMS Data Conversion Option 1 $ 77,539 1 Option #7 - RMS Data Conversion Option 2 $ 152,717 1 Option #8 - RMS Data Conversion Option 3 $ 177,635 1 Option #9 - Complete Geofile Build $ 128,456 1 Option #10 - Boundary/Common Place Build $ 53,989 1 Option #11 - Geofile Maintenance (1 Year Contract) $ 71,861 1 Option #12 - Fault Tolerant Server $ 66,691 1 Option #13 - GPS Device $ 1,065,400 1 645 Sierra Wireless MP750 Option #14 - GPS Device Installation $ 210,500 1 Option #15 - ProQA Fire $ 119,032 **This option moved to base 15 ProQA Fire Software License 1 Faircom Server License 1 AQUA Software with EFD Module 3 Training including Travel 1 ProQA Fire Interface for 15 workstations 1 Implemenation and Installation Note: This option includes a one year warranty and will require additional yearly maintenance in the amount of $12,429 with an escalation of 4% per year. Option #16 - CrmeView $ 146,678 1 CnmeView 2002 Conversion CnmeView Web Licenses ArcSDE Implemenation, Installation, and Training Note: This option requires additional yearly maintenance in the amount of $15,491 with an escalation of 4% per year. Exhibit C-I, Deliverables/Pricing Proposal 00-0302-58A CN: 03-17510 Page CI -11 Printrak/Motorola Confidential Proprietary Information Rev. July 14, 2004 Description Extended Price Implementation/Installation CAD/RMS/PMDC Project Mgmt and Support $ 1,485,989 CAD Implementation Project Management 136,330 Geofile Subsystem 57,332 Hardware Configuration and Installation 77,836 Interfaces Configuration and Installation 72,912 Live Cut and Post Live Support 51,960 Post Live Support 78,531 Travel 128,600 RMS Implementation Project Management 55,598 Interfaces Configuration and Installation 57,077 Hardware Configuration and Installation 39,604 Live Cut 11,405 Travel 47,300 PMDC Implementation Project Management 234,603 Engineering MDC _ • 276,787 Engineering FBR 160,114 CAD Training $ 72,512 CAD Preconfiguration Training CAD Configuration Training CAD Configuration Training Support $ 26,000 CAD System Admin Training CAD Train the Trainer UDT/DSS Training Open Query Forms Develop Training GGM Basic User Training GGM to CAD Transfer Training ATM System Admin Training ATM User Training RMS Training LRMS Configuration Training LRMS DSS Training LRMS System Admin Training LRMS Train the Training Implementation/Installation Subtotal: $ 1,648,495 $ 63,994 System Subtotal LESS: System Discount System Subtotal after Discount OPTIONS ADDED TO BASE ProQA Fire Interface (Option #15) 15 ProQA Fire Software License 1 Faircom Server License 1 AQUA Software with EFD Module 3 Training including Travel 1 ProQA Fire Interface for 15 workstations 1 Implemenation and Installation ProQA Fire Interface Subtotal: $ 9,250,512 $ (2,093,899) $ 7,156,613 WinACE Software (Option #19) 1 WinACE Server License 15 ACE Workstation Licenses 4 Unitech PT930SA with laser barcode scanner and gun grip. 1 Impound Standalone Software 5 Impound Workstation Software Licenses 1 Data Conversion 1 Training (3 days) 20 Unitech Laser Wand 4 Zebra 4" barcode printer model #2746 WinACE Software Subtotal: Exhibit C-I, Deliverables/Pricing Proposal 00-0302-58A CN: 03-175/0 $ 119,032 $ 127,900 Page C/ - 9 Priutrab/Motoroia Confidential Proprietary Information Rev. July 14, 2004 Qty Description Other Hardware/Software - Includes: 1 3Com Courier 56K Modem - Dial Expand 1 56k V92 Data Fax Modem 120 Versakey Keyboards 2 Netclock/GPS Master Clock Model 8183 includes 2 Netclock TimeTap RS-232 to RS-485 Converter with 2 Ethernet Time Server 2 Antenna Surge Protector 2 Coaxial Cable 2 Station Cable for TimeTap ServSwitch Simplicity Kit Multi protocol print server Other Hardware/Software Subtotal: Other 3rd Party Hardware/Software - Include: Dell Servers SAN Hardware - Technical Descriptions to follow Group 1- Quantity 1 DeWEMC 4XOXX. Disk Array. Enclosure. Field R9ck install (220-6209) 10X73GB 15K Fibre Channel-2 Hard drive for-FCXXX and DAE enclosures (340-8492) Rail Kit for DeWEMC DAE Installed in an EMC/Clariion Rack (310-1689) Type 2 Contract - Same Day 4-Hour 7x24 Parts and Labor On -Site Response, Initial Year (950-1710) Type 2 Contract - Same Day 4-Hour 7x24 Parts and Labor On -Site Response, 2YR Extended (950-1712) Premium Enterprise Support - Gold - Premium Services (950-5917) Dell 1 EMC Software Upgrade - 1-15 Hosts (902-9497) Dell I EMC Software Upgrade - 1-7 Hosts (902-9469) DAE Installation (950-6738) After Hours Surcharge (902-0729) EDT,Cluster Kit, Install 2 Host (960-0048) - Quantity 2 Group 2 - Quantity 1 DaIVEMC 4XOXX Disk Array Enclosure, Field Rack Install (220-6209) 5X73GB 15K Fibre Channel-2 Hard drive for FCXXX and DAE enclosures (340-8491) Type 2 Contract - Same Day 4-Hour 7x24 Parts and Labor On -Site Response, Initial Year (950-1710) Premium Enterprise Support - Gold - Premium Services (950-5917) Type 2 Contract - Same Day 4-Hour 7x24 Parts and Labor On -Site Response, 2YR Extended (950-1712) DAE Installation (950-6738) Extended Price $ 60,368 $ 144,787 Exhibit C-1, Deliverables/Pricing Proposal 00-0302-58A CN: 03-17510 Page CI - 7 Printrak/Motorola Confidential Proprietary Information Rev, July 14, 2004 Qty Description Extended Price Premier CAD Disaster Recovery HP NonStop S-Series Software OLC (One -Time License Charge) - Includes: 1 TIM Kit 1 STD Himalaya 1 TCP/IP LAN Print Spooler 1 RSC/MP Host / Client 4 Pathway TS/MP 1 COBOL 85RTL for S Series 1 Performance Bundle Host 1 Netbatch 1 Viewpoint 1 Expand 1 Enform Plus 1 ITP Webserver HP NonStop S-Series Software Subtotal: Server Hardware/Software - Includes: AVL Server 1 ProLiant DL360 G3 2.4GHz, 512MB RAM, (1) 36GB Disk Drives, 24X IDE CD -Rom, 56K V90 Modem, NIC Card, Smart Array Controller, Integrated Lights Out, Windows 2000 Server, MS SQL Server 2000, 3 year_. 7x24 Warranty 4 Hour Response GGM Server 1 ProLiant DL380 G3 2.4GHz Dual Processor, 512MB RAM per processor, (2) 36GB Disk Drive, NIC Card, Lights Out Remote Manager, 24x CD Rom, Redundant Hot Plug AC Power Supply, Windows 2000 Server, MS SQL Server 2000, 3 year 7x24 Warranty 4 hour response Open Query Server 2 ProLiant DL380 G3 2.4GHz Dual Processor, 4096MB RAM, (4) 36GB Disk Drive, NIC Card, 24x IDE CD - Rom, Windows 2000 Server, MS SQL Server 2000, Compaq CarePaq 7x24 Warranty RMS Clustered Server 2 ProLiant DL380 G3 1.2GHz, Dual Processor, 4,608MB RAM, (7)36.4GB Disk Drives, Smart Array 642 Controller, 24x CD Rom, Dual NIC Card, 40/80 GB External Tape Drive, Hot Plug Redundant Power Supply, Modular SAN Array 1000 6 port Fabric Switch, ProLiant Cluster HA/F100 for MSA1000, StorageWorks 2 GB 64-BIT PCI to Fibre Channel Host, Longwave GBIC Kit, HP StorageWorks Modular SAN Array 1000, Windows 2000 Advanced Server with 25 CALS, SQL Server 2000 Enterprise, 3 Year 7x24 Warranty 4 hour Response 1 ProLiant DL360 G3-2.4GHz, Dual Processor, 512MB RAM, (2) 36GB Disk Drives, NIC Card, Smart Array 5i Controller, 24x CD Rom, Windows 2000 Server, 3 Year 7x24 Warranty 4 hour response $ 291,467 Exhibit C-1, Deliverables/Pricing Proposal 00-0302-58,4 CN: 03-17510 Page CI - 5 Printrak/Motorola Confidential Proprietary Information Rev, July 14, 2004 Qty Description Printrak Interface Fees - Includes: 1 PMDC MDT Interface Fee 1 PMDC FBR Interface Fee 2 E911 Interface Fee 2 Spectracom WWVB Interface Fee 1 MOSCAD Interface Fee 1 Alpha Numeric Interface Fee 1 ATM/AVL Interface Fee (2-way) 1 APCO 36 CAD to CAD Interface Fee 18 AWW to ProQA Interface Fee 1 Gold Elite Interface 1 Westnet Interface 1 PDSI Interface 1 Tiburon FireRMS - UDT Config Printrak Interface Fee Subtotal: Premier MDC Software & Services 1 Premier MDC Server License (501-1000 units) 1 TalkThru/RF Server License (Unlimited) 795, Premier MDC Client Licenses (501+ units) 1 Premier MDC In -House Client Software (One copy already included in server license) 1 Initial Premier MDC Client Configuration for all units 1 Additional Premier MDC Client Configuration (Separate Accident Diagram Cut) - 2 PMDC - PCMCIA Flashcard Media (32MB) 725 TalkThru/RF Emulation Client Module 795 GPS Integration Client Module 795 ATMM (Printrak Mobile Mapping) Integration Client Module 1 State/NCIC/NLETS Interface 1 CAD Standard Interface - Printrak 1 RMS Standard Interface - Printrak 1 RMS Standard Interface - Printrak ICS Server 1 AVL Standard Interface - AVL to Standard Motorola 1 Training and Engineering Services (PMDC) additional Premier MDC Software Subtotal: Premier MDC Reporting Software & Services 1 Premier MDC Reporting Software (501-1000 units) 1 SQL Database Standard Edition (Runtime License) 725 Premier MDC Reporting Client (501+ units) 1 Premier MDC In -House Reporting Client 1 Standard Reports Package plus (7) pages of customized reports 1 Customize CAD Import into Forms Database 1 Customize State Import into Forms Database 1 Customize RMS Import into Forms Database 1 RMS Reporting Integration Module 725 Accident Diagramming 1 In -House Accident Diagramming 1 Training and Engineering Services (FBR) Premier MDC Reporting Software Subtotal: Extended Price $ 163,800 $1,234,372 $1,179,119 Exhibit C-I, Deliverables/Pricing Proposal 00-0302-58A CN: 03-17510 Page Cl - 3 Printrak/Motorola Confidential Proprietary Information Rev. July 14, 2004 EXHIBIT C-1, LIST OF DELIVERABLES AND PRICING PRICE SUMMARY Printrak CAD Application Software $ 1,629,950 Printrak RMS Application Software $ 780,000 Printrak Interface Fees $ 163,800 Premier MDC Software 8 Services $ 1,234,372 Premier MDC Reporting Software 8 Services $ 1,179,119 Premier Handheld Hardware S 118,806 Premier Handheld Software $ 13,750 Premier CAD HP NonStop S Series Hardware S 300,891 Premier CAD HP NonStop S Series Software S 291,467 Premier CAD Disaster Recovery HP NonStop Hardwa $ 300,891 Premier CAD Disaster Recovery HP NonStop Softwai $ 291,467 Server Hardware/Software $ 266,913 Workstation Hardware/Software $ 715,152 Other Hardware/Software 3 . 60,368 Other Third Party Hardware/Software $ 255,071 Implementation/Installation S 1,648,495 Subtotal - $ 9,250,512 LESS: System Discount CAD/RMS/ATMMobik $ (2,093,899) System Subtotal: $ 7,156,613 OPTIONS ADDED TO BASE ProQA Fire Interface (Option #15) S 119,032 WinACE Software (Option #19) S 127,900 Acceptance Test Plan (Option #24) S 56,544 Subtotal with Options: S 7,460,089 Less Option Discount S (500,000) Grand Total (Base System) $ 6,960,089 *Note: This includes a site license forAWW Licenses not to exceed 234 licenses (Savings of $106,650) in addition there Is no yearly maintenance for the additional licenses (Savings of S12, 787). The ESRI Software licenses will be customer provided in order to offer this discounted price. Printrak pricing is based on a complete system solution. The addition or deletion of any component(s) may subject the total system price to modifications. Exhibit C-1, Deliverables/Pricing ' Proposal 00-0301-58A Page CI - CN: 03-17510 Printrak/Motorola Confidential Proprietary Information Rev. July 14. 2004 reviewed for acceptability and required improvements utilizing the newest technologies available in the Windows environment. Due to the year 2000 migration process "Y2K" many vendors did not upgrade their technologies to the new systems until after the year 2000. In 2002 Miami -Dade County had a competitive RFP process that ultimately selected Motorola as the vendor that was awarded the contract. Based on our experience with Computer Aided Dispatch, Records Management System and Mobile Data Systems, the City of Miami gave input to Miami -Dade County during their process. City personnel from the Police, Fire and Information Technology Department attended the vendor presentations, selection meetings and contract negotiations between Miami -Dade County and Motorola. FISCAL IMPACT: Funding for the procurement part of this project will come from the U.S. Department of Justice COPS MORE 98 Grant and the- Fire Fee. This procurement also requires ongoing maintenance payments of approximately $500,000 which are expected to commence in FY 05/06 and are to be funded through the General Fund Budgets of Fire/Rescue Department, Information Technology Department and/or Police Department. CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM The Honorable Mayor and Members TO : of the City Comtfiission ':: C Joe A Iola; FROM : ChiefAdm istrator/City Manager DATE SUBJECT FILE : Proposed Resolution; Purchase of Public Safety Technology Program for the Police and Fire Departments REFERENCES: ENCLOSURES: RECOMMENDATION It is respectfully recommended that the City Commission adopt the attached Resolution authorizing the purchase of multiple systems that together is being called the Public Safety Technology Enhancement Program, or PSTEP: Computer Aided Dispatch System (CAD), Law Records Management System (RMS or LRMS), and Premier Mobile Data Communications Systems (PMDC), for both Police and Fire Departments, utilizing existing Miami -Dade County RFP No. 317, from Printrak International, Inc., a wholly owned subsidiary of Motorola, Inc., a non-local/non-minority vendor, located at 6000 Spine Road, Boulder, Colorado 80301; and, further authorizing the City Manager to execute an agreement, in substantially the attached form, in an amount not to exceed $6,960,089, for a period until successful implementation and a fully operational CAD, LRMS, and PMDC System and its respective first year warranties; and, an additional 5% of the not to exceed amount of $6,960,089, for a total contract amount of $7,308,093.45, for an owner's allowance to expend for unforeseeable circumstances; and a maintenance agreement for five years at an initial first year cost of $476,000 with incremental annual increases not to exceed 5% of the first year cost for years two (2) through five (5) and optional maintenance years, which at the City's sole discretion, may be extended for five (5) additional one year periods. Funding is to be provided from the U.S. Department of Justice COPS MORE 98 Grant, 142025.290512.6.840 and the Fire Fee, Account Code 313302.289301.860 and/or 313303.289401.840. BACKGROUND The City of Miami Police Department, Fire -Rescue Department and Information Technology Department are currently pursuing tools which will dramatically improve the way that the City responds to calls for emergency service, reports trauma treatment, investigates crimes, and interprets calls for service and crime data in order to deliver police, fire -rescue service and improve overall public safety and services.. This program has been titled the Public Safety Technology Enhancement Program, or PSTEP.