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HomeMy WebLinkAbout2011 CON TriTech Software Systems - PD Computer Aided Dispatch (CAD) Hardware / SofwareAGREEMENT BY AND BETWEEN THE CITY OF NATIONAL CITY AND TRITECH SOFTWARE SYSTEMS THIS AGREEMENT is entered into this 8th day of February, 2011, by and between the CITY OF NATIONAL CITY, a municipal corporation (the "CITY"), and TRITECH SOFTWARE SYSTEMS (the "CONTRACTOR"). RECITALS WHEREAS, the CITY desires to employ a CONTRACTOR to procure, replace, install and configure all CAD associated hardware and software for the City of National City Police Department. WHEREAS, the CITY has determined that the CONTRACTOR is the CAD Vendor for the City's Police Department CAD system and is qualified by experience and ability to perform the services desired by the CITY, and the CONTRACTOR is willing to perform such services. NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS FOLLOWS: 1. ENGAGEMENT OF CONTRACTOR. The CITY hereby agrees to engage the CONTRACTOR and the CONTRACTOR hereby agrees to perform the services hereinafter set forth in accordance with all terms and conditions contained herein. The CONTRACTOR represents that all services required hereunder will be performed directly by the CONTRACTOR or under direct supervision of the CONTRACTOR. 2. SCOPE OF SERVICES. The CONTRACTOR shall procure, configure and install hardware, Third Party Software and Tritech Software and services using the components and equipment listed in the attached Exhibit "A". The Project shall be designed for and installed in the City -owned facilities at 1200 National City Boulevard. The CONTRACTOR shall be responsible for all research and reviews related to the work and shall not rely on personnel of the CITY for such services, except as authorized in advance by the CITY. The CITY may unilaterally, or upon request from the CONTRACTOR, from time to time reduce or increase the items to be provided by the CONTRACTOR under this Agreement as stated in Exhibit "A". Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith and confer for the purpose of negotiating a corresponding reduction or increase in the compensation associated with said change in services, not to exceed a factor of 15 % from the base amount. 3. PROJECT COORDINATION AND SUPERVISION. Dave Noteware hereby is designated as the Project Coordinator for the CITY and will monitor the progress and execution of this Agreement. The CONTRACTOR has assigned Barbara Self as the Project Manager who will have overall responsibility for the progress and execution of this Agreement for the CONTRACTOR. 4. COMPENSATION AND PAYMENT. The compensation for the CONTRACTOR shall be based on Project Payment terms of Exhibit "A" for payment for actual delivery of hardware and Third Party software, Tritech Software and services, and actual work performed. Billings shall include labor classifications, respective rates, hours worked and also materials, if any. The total cost for all work described in Exhibit " A "shall not exceed the schedule given in Exhibit " A " ($199,854.92) without prior written authorization from the City Project Coordinator. Payment shall be made as set forth in Exhibit "A", and invoices will be processed for payment and remitted within thirty (30) days from receipt of invoice, provided that work is accomplished consistent with Exhibit " A "as determined by the CITY. The CONTRACTOR shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred and shall make such materials available at its office upon prior notice, during CONTRACTORS normal business hours during the term of this Agreement and for three (3) years from the date of final payment under this Agreement, for inspection by the CITY and for furnishing of copies to the CITY, if requested. 5. ACCEPTABILITY OF WORK. The City shall decide any and all questions which may arise as to the quality or acceptability of the services performed and the manner of performance, the acceptable completion of this Agreement and the amount of compensation due. In the event the CONTRACTOR and the City cannot agree to the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR in this Agreement, the City or the CONTRACTOR shall give to the other written notice. Within ten (10) business days, the CONTRACTOR and the City shall each prepare a report which supports their position and file the same with the other party. The City shall, with reasonable diligence, determine the quality or acceptability of the work, the manner of performance and/or the compensation payable to the CONTRACTOR. 6. LENGTH OF AGREEMENT. The project implementation period is from February 8th, 2011, to August 31st, 2011. 7. DISPOSITION AND OWNERSHIP OF DOCUMENTS. Excluding CONTRACTOR's or a third party intellectual property, the Memoranda, Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR for this Project, whether paper or electronic, shall become the property of the CITY for use with respect to this Project, and shall be turned over to the CITY upon completion of the Project, or any phase thereof, as contemplated by this Agreement. All right and title to CONTRACTOR'S or a third party's intellectual property provided hereunder shall remain with the CONTRACTOR or applicable third party. The CONTRACTOR agrees that the CITY may use, reuse, reproduce, the CONTRACTOR's written work product for the CITY's internal use only, provided that all copyright or trademark notices on the original are included on such copies. 8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this Agreement will be acting in an independent capacity and not as agents, employees, partners or joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S employees are employee of the CITY and are not entitled to any of the rights, 2 City's Standard Agreement —June 2008 revision benefits, or privileges of the CITY's employees, including but not limited to retirement, medical, unemployment, or workers' compensation insurance. This Agreement contemplates the personal services of the CONTRACTOR and the CONTRACTOR's employees, and it is recognized by the parties that a substantial inducement to the CITY for entering into this Agreement was, and is, the professional reputation and competence of the CONTRACTOR and its employees. Neither this Agreement nor any interest herein may be assigned by the CONTRACTOR without the prior written consent of the CITY. Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as many employees, or subCONTRACTORs, as the CONTRACTOR may deem necessary for the proper and efficient performance of this Agreement. All agreements by CONTRACTOR with its subCONTRACTOR(s) shall require the subCONTRACTOR to adhere to the applicable terms of this Agreement. 9. CONTROL. Neither the CITY nor its officers, agents or employees shall have any control over the conduct of the CONTRACTOR or any of the CONTRACTOR's employees except as herein set forth, and the CONTRACTOR expressly agrees not to represent that the CONTRACTOR or the CONTRACTOR's agents, servants, or employees are in any manner agents, servants or employees of the CITY, it being understood that the CONTRACTOR, its agents, servants, and employees are as to the CITY wholly independent CONTRACTOR and that the CONTRACTOR's obligations to the CITY are solely such as are prescribed by this Agreement. 10. COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the performance of the services to be provided herein, shall comply with all applicable State and Federal statutes and regulations, and all applicable ordinances, rules and regulations of the City of National City, whether now in force or subsequently enacted. The CONTRACTOR, and each of its subCONTRACTORs, shall obtain and maintain a current City of National City business license prior to and during performance of any work pursuant to this Agreement. 11. LICENSES, PERMITS, ETC. The CONTRACTOR represents and covenants that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally required to practice its profession. The CONTRACTOR represents and covenants that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to practice its profession. 12. STANDARD OF CARE. A. The CONTRACTOR, in performing any services under this Agreement, shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the CONTRACTOR'S trade or profession currently practicing under similar conditions and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect the CONTRACTOR's employees and members of the public from risk of harm arising out of the nature of the work and/or the conditions of the work site. B. Unless disclosed in writing prior to the date of this agreement, the CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding, been debarred by a governmental agency or involved in debarment, arbitration or litigation proceedings conceming the CONTRACTOR's professional performance or the furnishing of materials or services relating thereto. 3 City's Standard Agreement — June 2008 revision C. The CONTRACTOR is responsible for identifying any unique products, treatments, processes or materials whose availability is critical to the success of the project the CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, when no time is specified, then within a commercially reasonable time. Accordingly, unless the CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products, materials, processes or treatments identified in the project documents prepared for the CITY are reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under this sub -paragraph will render the CONTRACTOR liable to the CITY for any increased costs that result from the CITY's later inability to obtain the specified items or any reasonable substitute within a price range that allows for project completion in the time frame specified or, when not specified, then within a commercially reasonable time. CONTRACTOR is the sole source for CONTRACTOR'S software and services. Stratus products are available only through Stratus authorized resellers. 13. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not discriminate against any employee or applicant for employment because of age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. The CONTRACTOR will take positive action to insure that applicants are employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or medical condition. Such action shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places available to employees and applicants for employment any notices provided by the CITY setting forth the provisions of this non-discrimination clause. 14. CONFIDENTIAL INFORMATION. Either party may from time to time communicate to the other party certain confidential information to enable the CONTRACTOR to effectively perform the services to be provided herein. Both parties shall treat all such information as confidential and shall not disclose any part thereof without the prior written consent of the other party. Both parties shall limit the use and circulation of such information, even within its own organization, to the extent necessary to perform the services to be provided herein. The foregoing obligation of this Section 13, however, shall not apply to any part of the information that (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of the receiving party, hereafter disclosed in publicly available sources of information; (iii) is already in the possession of the receiving party without any obligation of confidentiality; or (iv) has been or is hereafter rightfully disclosed to the receiving party by a third party, but only to the extent that the use or disclosure thereof has been or is rightfully authorized by that third party. Each Party shall use at least the same degree of care to protect the confidential information of the other party as it employs to protect its own confidential information. If confidential information is required to be disclosed by a receiving party pursuant to a requirement of a governmental agency or disclose of which is required by law, the receiving party shall provide prior notice to the disclosing party before making such disclosure. The CONTRACTOR shall not disclose any reports, recommendations, conclusions or other results of the services or the existence of the subject matter of this Agreement without the prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply with all legal obligations it may now or hereafter have respecting the information or other property of any other person, firm or corporation. 4 City's Standard Agreement — June 2008 revision 15. INDEMNIFICATION AND HOLD HARMLESS. The CONTRACTOR agrees to defend, indemnify, and hold harmless the City of National City, its officers and employees, against and from any all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims, demands, suits, actions, proceedings, reasonable attorney's fees, and defense costs, or any kind or nature, including workers' compensation claims, of or by anyone whomsoever, resulting or arising out of the CONTRACTOR's negligent performance of this Agreement. The total liability for CONTRACTOR for any claim or damage arising from or otherwise relating to this Agreement, whether in contract, tor, by way of indemnification or under statute shall be limited to direct damages as determined by the Court. IN NO EVENT SHALL CONTRACTOR OR ITS SUBCONTRACTORS BE LIABLE WHETHER IN CONTRACT OR IN TORT FOR LOST SAVINGS, LOST DATA, LOST OR DAMAGED SOFTWARE RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER CONTRACTOR HAS NOTICE OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. 16. WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Government Code and all amendments thereto; and all similar state or Federal acts or laws applicable; and shall indemnify, and hold harmless the CITY and its officers, and employees from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including reasonable attorney's fees and defense costs presented, brought or recovered against the CITY or its officers, employees, or volunteers, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by the CONTRACTOR under this Agreement. 17. INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase and maintain, and shall require its subCONTRACTORs, when applicable, to purchase and maintain throughout the term of this agreement, the following insurance policies: ® A. If checked, Professional Liability Insurance (errors and omissions) with minimum limits of $1,000,000 per occurrence. B. Automobile insurance covering all bodily injury and property damage incurred during the performance of this Agreement, with a minimum coverage of $1,000,000 combined single limit per accident. Such automobile insurance shall include owned, non -owned, and hired vehicles ("any auto"). C. Commercial general liability insurance, with minimum limits of $1,000,000 per occurrence/$2,000,000 aggregate, covering all bodily injury and property damage arising out of its operations under this Agreement. D. Workers' compensation insurance in an amount sufficient to meet statutory requirements covering all of CONTRACTOR'S employees and employers' liability insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed with a waiver of subrogation in favor of the City. Said endorsement shall be provided prior to commencement of work under this Agreement. E. The aforesaid policies shall constitute primary insurance as to the CITY, its officers, employees, and volunteers, so that any other policies held by the CITY shall not contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior written notice to the CITY of cancellation or material change. F. Said policies, except for the professional liability and workers' compensation policies, shall name the CITY and its officers, agents and employees as additional insured's, and separate additional insured endorsements shall be provided. G. If required insurance coverage is provided on a "claims made" rather than "occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years 5 City's Standard Agreement — June 2008 revision after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date must be on or before the date of this Agreement. H. Any aggregate insurance limits must apply solely to this Agreement. Insurance shall be written with only California admitted companies which hold a current policy holder's alphabetic and financial size category rating of not Tess than A VIII according to the current Best's Key Rating Guide, or a company equal financial stability that is approved by the City's Risk Manager. In the event coverage is provided by non -admitted "surplus lines" carriers, they must be included on the most recent California List of Eligible Surplus Lines Insurers (LESLI list) and otherwise meet rating requirements. J. This Agreement shall not take effect until certificate(s) or other sufficient proof that these insurance provisions have been complied with, are filed with and approved by the CITY's Risk Manager. If the CONTRACTOR does not keep all of such insurance policies in full force and effect at all times during the terms of this Agreement, the CITY may elect to treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the Agreement as provided herein. K. All deductibles and self -insured retentions in excess of $10,000 must be disclosed to and approved by the CITY. 18. LEGAL FEES. If any party brings a suit or action against the other party arising from any breach of any of the covenants or agreements or any inaccuracies in any of the representations and warranties on the part of the other party arising out of this Agreement, then in that event, the prevailing party in such action or dispute, whether by final judgment or out -of - court settlement, shall be entitled to have and recover of and from the other party all costs and expenses of suit, including reasonable attorneys' fees. Jurisdiction is Federal or Superior Court, County of San Diego. For purposes of determining who is to be considered the prevailing party, it is stipulated that attorney's fees incurred in the prosecution or defense of the action or suit shall not be considered in determining the amount of the judgment or award. 19. MEDIATION/ARBITRATION. If a dispute arises out of or relates to this Agreement, or the breach thereof, the parties agree first to try, in good faith, to settle the dispute by mediation in San Diego, California, in accordance with the commercial Mediation Rules of the American Arbitration Association (the "AAA") before resorting to arbitration. The costs of mediation shall be borne equally by the parties. Any controversy or claim arising out of, or relating to, this Agreement, or breach thereof, which is not resolved by mediation shall be settled by arbitration in San Diego, California, in accordance with the commercial Arbitration Rules of the AAA then existing. Any award rendered shall be final and conclusive upon the parties, and a judgment thereon may be entered in any court having jurisdiction over the subject matter of the controversy. The expenses of the arbitration shall be borne equally by the parties to the arbitration, provided that each party shall pay for and bear the costs of its own experts, evidence and attorneys' fees, except that the arbitrator may assess such expenses or any part thereof against a specified party as part of the arbitration award. 20. TERMINATION. A. This Agreement may be terminated with or without cause by the CITY. Termination without cause shall be effective only upon 30-day's written notice to the CONTRACTOR. During said 30-day period the CONTRACTOR shall perform all services in accordance with this Agreement. B. This Agreement may also be terminated immediately by the CITY for cause in the event of a material breach of this Agreement, misrepresentation by the 6 City's Standard Agreement —June 2008 revision CONTRACTOR in connection with the formation of this Agreement or the performance of services, or the failure to perform services as directed by the CITY. C. Termination with or without cause shall be effected by delivery of written Notice of Termination to the CONTRACTOR as provided for herein. D. In the event of termination, all finished or unfinished Memoranda Reports, Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR, whether paper or electronic, shall immediately become the property of and be delivered to the CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages caused the CITY by the CONTRACTOR's breach, if any. Thereafter, ownership of said written material shall vest in the CITY all rights set forth in Section 6. This clause shall not apply to CONTRACTOR'S or its subcontractor's or vendor's intellectual property the right and title to which shall remain with CONTRACTOR or the applicable subcontractor or vendor. E. The CITY further reserves the right to immediately terminate this Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization, change in business name or change in business status of the CONTRACTOR. F. CONTRACTOR may terminate this agreement upon (30) days written notice to the CITY if the CITY is in material breach of any of the terms herein. G. In the event of termination, Contractor shall be entitled to payment of all fees and expenses earned up to the date of such termination. 21. NOTICES. All notices or other communications required or permitted hereunder shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex, telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the State of California) after the date of deposit in a post office, mailbox, mail chute, or other like facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable, when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy, facsimile or fax, when sent. Any notice, request, demand, direction or other communication delivered or sent as specified above shall be directed to the following persons: To CITY: Dave Noteware Police IT/Support Services Manager City of National City 1200 National City Boulevard National City, CA 91950-4302 To CONTRACTOR: Chris Maloney, President and CEO TRITECH SOFTWARE SYSTEMS 9860 Mesa Rim Road San Diego, Ca. 92121 7 City's Standard Agreement — June 2008 revision Notice of change of address shall be given by written notice in the manner specified in this Section. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed to constitute receipt of the notice, demand, request or communication sent. Any notice, request, demand, direction or other communication sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty- eight (48) hours by letter mailed or delivered as specified in this Section. 22. CONFLICT OF INTEREST AND POLITICAL REFORM ACT OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform services of any kind for any person or entity whose interests conflict in any way with those of the City of National City. The CONTRACTOR also agrees not to specify any product, treatment, process or material for the project in which the CONTRACTOR has a material financial interest, either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at all times comply with the terms of the Political Reform Act and the National City Conflict of Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official position to influence in any way any matter coming before the CITY in which the CONTRACTOR has a financial interest as defined in Government Code Section 87103. The CONTRACTOR represents that it has no knowledge of any financial interests that would require it to disqualify itself from any matter on which it might perform services for the CITY. ❑ If checked, the CONTRACTOR shall comply with all of the reporting requirements of the Political Reform Act and the National City Conflict of Interest Code. Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall obtain from the City Clerk. The CONTRACTOR shall be strictly liable to the CITY for all damages, costs or expenses the CITY may suffer by virtue of any violation of this Paragraph 21 by the CONTRACTOR. 23. MISCELLANEOUS PROVISIONS. A. Computation of Time Periods. If any date or time period provided for in this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday, Sunday or federal, state or legal holiday. B. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute but one and the same instrument. C. Captions. Any captions to, or headings of, the sections or subsections of this Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement, and shall not be used for the interpretation or determination of the validity of this Agreement or any provision hereof. D. No Obligations to Third Parties. Except as otherwise expressly provided herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon, or obligate any of the parties hereto, to any person or entity other than the parties hereto. E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are hereby incorporated herein by this reference for all purposes. 8 City's Standard Agreement — June 2008 revision F. Amendment to this Agreement. The terms of this Agreement may not be modified or amended except by an instrument in writing executed by each of the parties hereto. G. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. H. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and communications, oral or written, and contains the entire agreement between the parties as to the subject matter hereof. No subsequent agreement, representation, or promise made by either party hereto, or by or to an employee, officer, agent or representative of any party hereto shall be of any effect unless it is in writing and executed by the party to be bound thereby. J. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the parties hereto. K. Construction. The parties acknowledge and agree that (i) each party is of equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity to consult with its own, independent counsel and such other professional advisors as such party has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv) each party and such party's counsel and advisors have reviewed this Agreement, (v) each party has agreed to enter into this Agreement following such review and the rendering of such advice, and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Agreement, or any portions hereof, or any amendments hereto. L. No Inducement. Each of the Parties to this Agreement acknowledges for itself that it has read this Agreement and fully understands its contents and consequences and has voluntarily executed it. Each of the parties also warrants that no promise or inducement has been made or offered by any of the Parties, except as set forth herein, and that this Agreement is not executed in reliance upon any statement of representation of any of the Parties or their representatives, concerning the nature and extent of the injuries, damages or legal liability thereof. The Parties further represent that they have been represented by legal counsel during the course of the negotiations leading to the signing of this Agreement, and that they have been advised by legal counsel with respect to the meaning of this Agreement and its legal affect. M. Severance. If any court of competent jurisdiction declares or determines that any provision in this Agreement is illegal, invalid or unenforceable, the legality, validity, and enforceability of the remaining parts, terms and provisions, will not be affected. The provision found illegal, unenforceable, or invalid shall be deemed not a part of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. 9 City's Standard Agreement — June 2008 revision CITY OF NATIONAL CITY on Morrison, Mayor ORM: udia t City Attorn TRIT =� • FTWARE SYSTEMS (Corps. . ' .natur• of corporate officer) By: Christopher D. Mahoney President and CEO By: i' Gf.,.----1— Blake Clark Chief Financial Officer • 10 City's Standard Agreement —June 2008 revision , TR ' CH tat�rwaoF evs-r�.�s Proposal/Sales Quotation Quotation # 2016KS-07 Quotation Date:, 12.28.10 General & Client Information Client Name:, National City Police Department System Description.' Tech Refresh Bill to, City of National City Sales Order # TBD 1243 National City Blvd Client Purchase Order # National City, CA 91950-4570 Client Purchase Order Date - _- - ---- -- __-- -- -- _--- Client Contact:' Dave Noteware _ _ctact_ Contact Phone., 619.336.4509 Shio to: Contact Email Address: tlnoteware§ci.na0onal-city.ca.us Credit Terms: Net 30 days from date of invoice Same Client Account Manager.y Project Manager. Ken Schulte - TBD -- _ - - - - - -roject Products & Services Dly Sales Caleyory hem Description Unh Price Qty'Und $ 1 , Extended Price 1 CAD - (Archive & Reporting Server License (Purging( r $ 18,500.00 $ 00 1 $ 18,500.00. 1 CAD SOP Module License 0 _18.500 �$ S 7 900.0.0 I - $ - 1 HWl3rd PlyS W Stratus ft4500 se Server 9,900.00 far $ 2,850.00 $ 23,850.00 $ 29 850.00 1 HW/3rd SW Pty3,850.00 s ftserver Stratus Services for ftserver InstallationS �$ 9,900.00 3 85D.00 1 Support HW/3rd Pty _.. Yr-1 Stratus Assured Availablity Plus Server Support $ 9,795.00 j $ 9,795 00 $ 9 795.00 1 HW/3rd PtySW VisiNet Web Services HP ProLiant DL360 G6 Server ff5 $ 4,622.00 HW/3rd Pty SW VisiNet Web Services HP Cate Pack 24x7 Server Support_.. $ 1,840.00 $ 1,840.00 $ 1,840.00 _1 1 HW/3rd Pty SW VisiNet Archive & Reporting HP ProLiant DL180 G6 Server $ 8,128.00 $ 8,128.00 S 8,128.00 1 HW/3rd Pty SW VIsINet Archive & Reporting HP Care Pack 24x7 Server Support 5 1,525.00 , - _- _a ' $ 1,525.00 1$ 1,525.00 1 HW/3rd Pry SW VisiNet Interface HP ProLiant DL360 G6 Server § 4,622.00 I 1 $ 4,622.00 , $ 4,622.00 1 HWl3rd Pry SW VisiNet Interface HP Care Pack 24x7 Server Support $ 1,840.00 $ 1,840.00 i $ 1,840.00 1 1 HW/3rd Pty SW HP StorageWorks Ultrium 920 Tape Drive - LTO Ullrlum SAS $ 2,065.D4 $ 2,065.00 ( $ 2,065.00 1 HW/3rd Pty SW 3U SAS Rack Mounting Kit $ 615.00 $ 615.00 I E 615.00 1 HW/3rd Pty SW Host Bus Adapter •Storage Controller • $ATA•3D0/SAS-PCI $ 245.00 $ 245.00 I $ 245.00 5 11W/3rtl Pty SW HP Ultrium 960 LTO-3 400/800 GB Rewritable Data Cartritlge E 45.00 $ 225 00 , $ 225.0D 4 2 7 HW/3rd Pty SW HW/3rd Pty SW __-,I HW/3rd Pty SW VisiNet 2 Monitor Workstation 4GB of RAM HP Compaq 8000 w/ HP Compaq LA1951G 19" LCD Display VlstNet 1 Monitor Workstatioonn 4 GB of RAM HP Compaq 8000 w/ HP Compaq LA7951G 19" LCD Display Windows Server Enterprise Gov Software Assurance (only) 1 $ 2,455.00 $ 1,935.00 $ 1,085.00 r $ 9,820 00 _ $ 3,87000 S 1,085 00 $ 9,820.00 $ 3,870.00 $ 1,085.00 HW/3rd Pty SW Windows Server 2008 Enterprise Gov w/Software Assurance $ 3,245.00 $ 3,245.00 $ 3,245.00 HW/3rd Pty SW Windows Server 2008 Standard Gov w/Software Assurance $ 991.00 $ 991 00 $ 991.00 7 _ - HW/3rd Pty SW -___- _.. Windows Server 2008 Web Edition Gov w/Software Assurance $ 555.00 $ -._. __- $ 555.00� $ 555.00 . 0 6 HWl3rd Pty SW Windows Server Gov CAL Device w/Software Assurance $ 41.00 $ 246.00 $ 246.00 2 HW/3rd Pty SW SQL Server 2008 Standard Per Processor Gov w/ Soft Assurance $ 11,145.00 $ 22,290.00 , $ 22,290.00 HW/3rd Pty SW Symantec Backup Exec for Windows 12.5 865.00 $ 865.00 $ 865.00 HW/3rd Pty SW_ymantec Backup Exec Remote Agent for Windows 12.5 _$ $ 520.00 $ 520.00 a 520.00 $ - $ - 1 Services Database Server Rehost 1 $ 2,800.00 $ 2,800.00 S 2,800.00 Services Web Services Server Rehost $ 2,100.00 $ 2,100.00 1 2,100.00 1 Services Dela WarehouseT a 2,100.00 $ 2,100.00 $ 2,100.00 3 Services Interface (PACT, RMS &rANI-ALI t ) -- $ 875.00 $ 2,625.00 -- ---- $ 2,625.00 1 Services DBA Services 1 $ 2,400.00 $ 2,400.00 $ 2,400.00 Services Project Management $ 8,750.00 $ 7,000 00 $ 7 00D.00 Services System Engineering Services Y 4 9 $ , $ 2,000.00 1 $ 2,000.00 Services _-._-_--_ Standard Add -On Mapping Conversion Services • $ 7,000.00$ 7,000.00 �S 7,000.00 ,1 Services VisiNet User Training Course 1$ 5,600.00 $ 5,600.00$ 5,600.0 Other Unanticipated Project Maintenance & Training Costs 14,14,000.00$ 14,000.00 t Other 1 Travel Costs L$ 250.00 $ 250.00 $ 1 Other � Server, Monitor & Workstation Shipping I $ 1,250.00 $ 1,250.00 $ 1,250.00 • Support One Year TriTech Support & Maintenance 1 $ 5,720.00 a 5,720 00 i $ 5,720.00 Total: 3 193,604.00 roject Summa & Totals { dTriTech CAD Software 26,000.00 _ (TriTech Interface Software - ' -. - -1 _I1 TriTech Mobile Software __... _... I _ _.-._. I TriTech RMS Software _ i TriTech Custom SW � - :Hardware & 3rd Party Software 102,964.00 ,Support Hardware & 3rd Party Software { 9,795.00 - - (Subcontract _..i --- __-_ - -__ __. -- TriTech 00625 33 Services - ,. 'TriTech Annual Support & Maintenance 5,720.00, __._.Other 15,500.00 Subtotal 5 193,694.00 Estunated Sales fax (State _ at %i Taxable soles 64.112 00 Sales tax rate%. 9.+ $ 6 2tiD.9Z ..tact. _-.i. EsOtnated Shipping _. _ iota l: y 199.854. 92 TriTech Software Systems 9860 Mesa Rim Rd SO, CA 92121 858-799-7000 Exhibit A Confidential and Proprietary Pwrn 1 nl i Quotation Date: 12.28.10 Quotation mrrECI- I Proposal/Sales Quotation # 12016KS-07 I Project Pa meet Terms: Net 30 days from date of invoice 100% of Hardware/Third Party Software & Support Due on Order 1 -- - $ 112,759.00 100% CA State Sales Tax Due on Order $ 6,250.92 i $ 40,422.50 _ 1, 50% of TT Software & Services Due on Delivery of Hardware 50% of TT Software & Services Due on Installation of Stratus Server ' $ 40,422.50 I Total Payments: i $ 199,854.92 TriTech Software Systems 9860 Mesa Rim Rd, SD. CA 02121 858-799-7000 Confidential end Proprietary TRiTECH Proposal/Sales Quotation Quotation l 2016KS-04 Quotation Date: 12/2/2010 Summary Information & Project Notes All TT configuration services will be performed during nolmel TT business hours and remotley from the corporate office. VisiCA0 training is a four day class with a total of 10 persons can attend the class. In addition, the training will Mire at National City. Workstation Installation send Purchase Orders 10 place will be performed by National City. TriTech Software Systems Attn: K.Beckwitf FAX: 858-799-7015 salesadmiri'a tritech.com Remil Payments to• TriTech Software Systems Quotation Issued by: Ken Schulte PO Box N 671392 Contact Info: 720 379 3900 Dallas, TX 75267.1392 Terms and Conditions This Quotation is valid for 60 (sixty) days and is subject to the terms of your TriTech System Purchase Agreement. Software Licenses. Additional TriTech Software licenses purchased hereunder will be licensed in accordance with the software licensing provisions in Exhibit D of the System Purchase Agreement between TriTech and Client, and support will be provided in accordance with the Software Support provisions therein. Applicable installation services will be conducted we remote access. Additional TriTech software licenses purchased under this Sales Order for Clients existing configuration will be deemed Accepted upon delivery. TriTech software licenses purchased for new TriTech Software nodules; or Subsystems (e.g., addition of VisiNet Mobile, or VisiNet Law RMS) will be deemed Accepted upon Go Live. Acceptance criteria for the TriTech software components will be the following unless otherwise noted in a mutually authorized agreement or Statement of Work. The software will operate in conformity with the TriTech issued software documentation: (i) For VisiNet Command, VisiNet Law RMS, VisiNet Mobile, and VisiNet Browser, documentation will include the User Guide, Admin Guide and applicable release notes: (ii) For Standard Interfaces, documentation will be the standard interface Requirements Document (IRD); (iii) For custom applications and modules, the documentation will be the Operational Scenario Document (O5D) unless the requirements are defined in this Sales Order and no OSD will be developed. There is no Acceptance criteria for services. Stratus ftServers. Support for the Stratus ftServer purchased hereunder will be provided in accordance with the existing TriTech-Stratus Maintenance and Support Agreement between TriTech and Client. The quotation information is proprietary and may not be copied or released other than for the express purpose of selection and purchase/license. Any estimated sales Travel and out-of-pocket expenses will be invoiced as incurred, at actual cast, unless specifically itemized in the quotation. By signing below, you are indicating that you are authorized to obligate funds for your organization. To activate your order, check the appropriate box below and, either, (i) attach a copy of this quotation to your purchase order when it is remitted to TriTech, or, (ii) if no additional authorizing paperwork Is required for your organization to accept and pay an invoice, sign below and fax this quotation to 858-799-7015 or email to salesadmin@tritech .corn to indicate your Tnce. Purchase Order required and attached, reference PO IF on invoice U No Purchase Order required to invoice i Please check one of the following: 1 agree to paypealicable sales ta Ux I am tax exemmpt.t. Plea contact me if TriTech dyes not have my current exempt Information on fie. ccepted for Client National City Police Department Client Agency/Entity Name Print Name Tkle Client Authorized Representative Signature Date Client Authorized Representative Trltech Software Systems Ye. Mesa Rd, Rd 5D CA 91111 858-799.7000 Confidential and Proprietary Page s of EXHIBIT A TRITECH SOFTWARE . TENTS ThTech Software Systems Technology Refresh The City of National City Statement of Work Copyright ® 2010 TnTech Software Systems Unpublished: Rights reserved under the copyright law of the United States. 1 EXHIBIT A Document Control Major Project Statement of Work Date Version Details/Changes Author 9/28/2010 V0.1 Draft NG Copyright © 2009 TriTech Software Systems Unpublished: Rights reserved under the copyright law of the United States. Confidential 2 EXHIBIT A Table of Contents Document Control 2 Table of Contents 3 1 Overview 4 1.1 Statement of Work 4 1.2 General Client Responsibilities 4 1.3 Project Exclusions 5 1.4 Change Management Process 5 1.4.1 TriTech Responsibilities 5 1.4.2 Client Responsibilities 6 1.5 Task Completion Reports 6 1.5.1 TriTech Responsibilities 6 1.5.2 Client Responsibilities 6 2 Project Deliverables 7 7 2.1.1 Overview of Project Deliverables 7 2.1.2 System Installation and Re -host services 7 2.1.3 Client Responsibilities 8 2.1.4 Standard Mapping Conversion 8 2.1.5 VisiNet User Training Course 8 3 Hardware Procurement and Configuration Process 9 2.1 Overview of Project Deliverables Copyright © 2010 TriTech Software Systems Unpublished: Rights reserved under the copyright law of the United States. Confidential 3 EXHIBIT A 1 Overview 1.1 Statement of Work In accordance with the terms and conditions of TriTech Software Systems (TriTech) System Purchase Agreement (the "Agreement"), this Statement of Work (SOW) defines the services and Deliverables that will be directly provided by TriTech Software Systems to the City of National City, hereinafter referred to as "Client". This SOW will be the controlling document for the "Project". 1.2 General Client Responsibilities In addition to those Client responsibilities stated elsewhere in this SOW, the Client is responsible for: a) Electrical facilities (e.g., outlets, generator and other electrical infrastructure facilities) required for this project, including necessary maintenance. b) Cabling (e.g., power, network, interface and other electrical and data transmission lines) required for this project, including necessary maintenance. c) Network/communications connections (e.g., LAN/WAN, commercial wireless, telephone, VPN, and other voice/data connections), or ongoing network/communications charges associated with installation, operation or support of the proposed system including the establishment and maintenance of security accounts. d) Configuration and/or programming of network routers, switches and bridges — this includes providing information to TriTech staff on any firewalls within the overall network that the system will operate and necessary port access for the system to operate in accordance with TriTech documentation. e) Unless specified as a defined service to be delivered by TriTech, the installation, configuration, maintenance (including patch management and upgrades of Microsoft software required by the System. f) Unless specified as a defined service to be delivered by TriTech, the installation of servers into racks and the connection of such servers to network switches. g) Unless specified as a defined service to be delivered by TriTech, the configuration of machine names and IP addresses for servers to be utilized by the System. This includes joining the servers to the network and the assignment of security accounts as specified by TriTech documentation. h) Any hardware and third party software necessary for implementing the system other than the hardware and third party software explicitly listed in the TriTech Contract. i) Third Party Systems that the Client operates and which will be interfaced with as a part of this project. The Client is responsible for maintaining and supporting these systems in good working order, and maintaining their support agreement with the third party vendors who will be engaged in, or have deliverables within this project, and their systems will interface with TriTech Software. Copyright © 2009 TriTech Software Systems Unpublished: Rights reserved under the copyright law of the United States. Confidential 4 EXHIBIT A j) The Client is responsible for managing the development by the third party vendor, which will be based on the TriTech's Standard Application Programming Interface (API) documentation. The Client is also responsible for any cost associated with the development, or configuration of the Vendor side of the Interfaces. k) Consoles, furniture or fixtures as well as any modifications to install equipment used for Systems or Subsystems specified by the Agreement into existing consoles, furniture, vehicles or existing facilities. Installation of Workstations into consoles, furniture, vehicles or like items, is the responsibility of the Client; I) The timely review and approval Acceptance Test Procedures (ATP), OSDs, IRDs, Task Completion Reports (TCR) and/or other project documentation as further defined in this SOW. 1.3 Project Exclusions Work, software, services, hardware, Systems, Subsystems, product/software modifications or any other deliverables not explicitly stated in the Agreement will not be included in the Project. The number and type of software licenses, products, or services provided by TriTech or its subcontractors are specifically listed in the Agreement and any reference within this document as well as Subcontractors' SOWs (if applicable) does not imply or convey a software, license, or services that are not explicitly listed in the Agreement. Changes in scope will only be executed through a mutually agreed upon Change Management Process, as described in the Project Management Plan. 1.4 Change Management Process The purpose of the Change Management Process is to manage any significant changes to the Project as described in this SOW or related documents as referenced within the SOW. These changes may include, but are not limited to a modification to Project scope, Standard or Custom products' functionality, TriTech and Client's identified roles and responsibilities, Project payment terms, and modifications to the scope or delivery location of services within the Project. All significant changes must be documented through the Change Management Process. The type of documentation needed will depend on the nature and significance of the change. Changes that do not affect Project effort or do not incur additional cost may only require a Change Control Document. Additional deliverables or Project deletions in terms of Software and services will require a mutually agreed upon Change Order. All work on this project will be performed during regular business hours, and remotely from TriTech's facility. Performing the work outside of normal business hours, or at the client site will require a Change Order, and will result in additional cost to the Client. Responsibilities related to this function 1.4.1 TriTech Responsibilities a) Change Orders will be prepared for submission to the Client when material changes to the SOW are required. Copyright © 2010 TriTech Software Systems Unpublished: Rights reserved under the copyright law of the United States. Confidential 5 EXHIBIT A b) Where Project changes require Engineering -level modifications, TriTech will perform requirements capture necessary to prepare required documentation including a HLEE or an OSD for Client review and approval. c) Where Project changes require Engineering -level modifications, Client will be informed of the delivery mechanism (version and schedule). 1.4.2 Client Responsibilities a) When applicable, the Client will identify the services or deliverables that will be subject to a Change Order, per the Agreement between both parties. b) When applicable, the Client will identify changes to features or functionality related to CAD, Mobile, Interface or any other Subsystem that will require a change order. This process may also include participation with the requirements process. c) Client will approve and process Change Orders as in a timely manner. 1.5 Task Completion Reports As part of the Project controlling process, upon completion of significant milestones and or tasks, TriTech will submit a Task Completion Report ("TCR") to the Client. The TCR serves as a formal tool for the purpose of verifying with the Client that work has been completed according to the requirements specified within the SOW and/or related documents. TCRs are presented to the Client by TriTech's Project Manager for signature. Some TCRs may trigger a Project payment, in accordance with the payment terms within the Agreement. Upon execution of a TCR that is tied to a Project payment milestone, the Client will receive an invoice from TriTech's accounting department which must be paid based on the terms and conditions of the Agreement. Responsibilities related to this function 1.5.1 TnTech Responsibilities a) TriTech will prepare and submit TCRs for Client's signature upon completion of the applicable task. 1.5.2 Client Responsibilities a) Client will process TCRs within a five (5) business day period from the time of receipt less any challenges to the validity of the report. b) In the event that Client disagrees with a TCR, Client shall submit to TriTech a written explanation detailing why the Client believes that the subject of the TCR and/or tasks have not been completed in accordance with the Agreement or this SOW. Such notification from the Client shall be provided to the TriTech Project Manager within five (5) business days of receipt of the TCR. Copyright © 2009 TriTech Software Systems Unpublished: Rights reserved under the copyright law of the United States. Confidential 6 EXHIBIT A 2 Project Deliverables 2.1 Overview of Project Deliverables The scope of the project includes, and is limited to the itmes that are explicitly listed on the Sales Order. If there are any differences between the scope as it is defined in this SOW and the Sales Order, the Sales Order shall govern. 2.1.1 Overview of Project Deliverables TriTech will procure and ship the hardware and third party software that has been listed on the Sales Order. The timeframe for the shipping of the hardware to the Client will be coordinated in advance. NOTE: All services within the scope of this project are one time services, and do not include performing the work in multiple environments. (for example in test/training and production) NOTE: The SQL software for all servers must be installed by TriTech. 2.1.2 System Installation and Re -host services A TriTech Installation Services Engineer will configure the Production VisiNet Command system servers remotely with all required software and associated configuration data. Prior to TriTech installation and configuration, the Client will perform all necessary site preparation in accordance with the System Planning document provided by TriTech and section 3 of this SOW. The schedule for performing the project tasks will be mutually discussed and agreed upon by TriTech and the Client's project teams. Responsibilities related to this task 2.1.2.1 TriTech Responsibilities a) Configure the System servers in the applicable environments based on the Sales Order. b) The system Installation and Configuration will be performed based on TriTech's standard server configuration procedures, as described in section 3 of this SOW. c) Provide assistance to the Client with self -installation procedures for VisiNet Command workstations through the use of the TriTech provided Prerequisite Installation CD and applicable Launch configurations. d) After completion of the initial installation and configuration of System servers, a member of Technical Services team provides a technical hand-off to designated staff from the Client's Information Technology team via a conference call. The following major topics will be discussed during this technical hand-off: 1. Proper procedures for performing System Backups: • File Structure — Inclusions and exclusions • Databases ■ Moving Backups to media 2. Proper procedures for refreshing Test/Training system (and related documentation) Copyright © 2010 TriTech Software Systems Unpublished: Rights reserved under the copyright law of the United States. Confidential 7 EXHIBIT A 3. Approved configuration and use of Virus Scan software 4. Approved procedure for application of Windows updates 5. System Upgrade process and procedures 6. Support Website and TriTech list server access 7. Managing/Reviewing system logs (VisiNet Command, SQL and Event Logs) The information related to these topics is detailed in TriTech System Planning Document, TriTech Technical Advisories and other TriTech documentation. 2.1.3 Client Responsibilities a) Complete the site preparation in accordance with System Planning Guide. b) Allocate appropriate Project personnel to support configuration tasks as necessary c) Provide a contact for onsite assistance. e) Complete the configuration of VisiNet Command workstations through the use of the Prerequisite Installation CD and applicable Launch configurations. f) After completion of the initial installation and configuration of System servers the Client will be responsible for maintaining the System based on TriTech Platform Planning Document, and the technical hand-off from TriTech Technical Services department. Specifically, the Client's IT staff is responsible for following the processes for: 1. Performing System Backups 2. Refreshing Training System 3. Proper configuration and use of Virus Scans 4. Application of Windows updates 5. Following the procedures for System Upgrade 6. Managing/Reviewing system logs (VisiNet Command, SQL and Event Logs) NOTE: The scope of installation services and the number of servers and workstations to be installed and configured by TriTech is limited to the servers and workstations that have been explicitly listed in the Agreement. If the Client has been granted Site Licensing for selected TriTech Software, TriTech is only responsible for the initial installation services, and installation of additional servers will be subject to additional charges. NOTE: If not following the processes and procedures detailed in TriTech System Planning Document results in a need for reinstallation of the hardware or software, the effort will be performed at additional cost. 2.1.4 Standard Mapping Conversion The Client will be responsible for delivering the source mapping data to TriTech, in the requested format as specified in TriTech's GIS Overview document. TriTech will perform a GIS map conversion for the Client's VisiCAD Maps. 2.1.5 VisiNet User Training Course This course is a four (4) day class, and training days are a maximum of eight (8) hours in length. Prior to training, TriTech will hold a training orientation call with the Client to understand the objectives of this training. The training orientation should be held between the TriTech Training Manager and designated Client personnel. The TriTech Training Manager will Copyright O 2009 TriTech Software Systems Unpublished: Rights reserved under the copyright law of the United States. Confidential 8 EXHIBIT A tailor the training curriculum to include those business practices where applicable. Given that questions may arise for specific agency procedures during the course of the training, it is advised that the Client have a supervisor present at each training class. Ideally, this supervisor would have participated in part with the implementation process. Training classes will generally start on a Tuesday, and end on Friday subject to the Client's availability. The number of students attending the User Training course will be limited to ten (10) students per class. Training courses will be held at the Client's site. The Client is responsible for providing adequate training facilities, including a conference room with adequate space and seating/conference table space, white board, projector, and computer projector (capable of 1024x768 resolution). Prerequisites: Completion of a Microsoft Windows Tutorial (this may be waived upon demonstrated ability to work with Windows), typing skills of a minimum of 25 words/minute and Dispatcher and/or Call -Taker experience. 3 Hardware Procurement and Configuration Process The procedure for procuring, configuring and installing hardware and Third Party Software will vary depending upon 1) the party responsible for procuring hardware/Third Party Software (TriTech or Client); 2) the hardware vendor; and 3) the services procured through the Agreement. The TriTech PM will review installation options with the Client. For new installations, this planning will generally be completed during contract negotiations. 1. Procedure if TriTech orders hardware and third party software: a. TriTech Configuration Services documentation will be completed prior to ordering hardware. b. If ordering HP/Compaq servers - TriTech will order the server hardware from the supplier with 1) the servers fully configured with memory and disks; 2) with Windows loaded; 3) with disk drives partitioned and the applicable Raid level implemented; and 4) with the computer name and IP address assigned. c. If ordering Dell servers - TriTech will order the server hardware from the supplier with 1) the servers fully configured with memory and disks; 2) with Windows loaded; 3) with disc drives partitioned and the applicable Raid level implemented; and 4) with the IP address assigned. i. Since Dell will not assign the machine names, the Client will assign machine names for Dell servers once they arrive at the Client site. d. For Stratus servers, TriTech will order the server hardware from the supplier fully assembled, including the following services to be performed prior to shipment or on -site: 1) the servers fully configured with memory and disks; 2) with Windows loaded; 3) with disk drives partitioned and the applicable RAID level implemented; and 4) with the computer name and IP address assigned. Copyright © 2010 TriTech Software Systems Unpublished: Rights reserved under the copyright law of the United States. Confidential 9 EXHIBIT A e. TriTech will ship the servers to the Client. The Client shall keep all Stratus servers in their original boxes until Stratus personnel arrive on -site and perform installation of the servers. f. The Client shall prepare rack space for the servers, a phone line, and network cables for joining the server to the network. 9• Stratus personnel will install the Stratus servers into racks and join them to the network at Client site. h. Stratus will test the health of the Servers and configurations of the drives, and proper functionality of the "Call Home" feature, if purchased through the Agreement. At that point the servers will be ready for installation of TriTech applications which will be performed remotely by TriTech Information Systems resources. 2. Procedure if the Client orders hardware and third party software: a. TriTech Configuration Services documentation will be completed after the client has ordered the hardware. b. The Client will be responsible for procuring the server hardware. The Client will be responsible for the following steps: i. Fully configuring the servers with memory and disks; ii. Loading Windows; iii. Partitioning disk drives partitioned and the implementing applicable Raid level based upon TriTech documentation; iv. Assigning the computer name and IP address based upon TriTech documentation. c. There are two options for the installation of servers into racks: i. The client can install servers into racks. ii. For an additional fee, TriTech will contract with a technology company in the client's local area to install servers into racks. d. The client will join the servers to their network and assign the appropriate permissions based upon TriTech documentation. 3. The TriTech PM will schedule a conference call with the IS Manager, assigned IS staff and the Client to review the proposed project. 4. A minimum of two (2) weeks prior to installation, a member of the IS team will verify connectivity to the Client site via VPN, connectivity to each of the plans servers and access to all required security accounts. 5. If the servers, accounts and connectivity are not ready, the IS Manager and TriTech PM will meet. In most cases, the project will be rescheduled and another project will be moved into is place on the schedule. Copyright © 2009 TriTech Software Systems Unpublished: Rights reserved under the copyright law of the United States. Confidential 10 EXHIBIT A 6. The Assigned Configuration Engineer will be provided with the Work Request form with all data needed to complete the work. 7. The Assigned Configuration Engineer will call the customer to advise work is being started. 8. The Assigned Configuration Engineer will update the PM, Manager, and customer (if requested) with the progress, on at least a daily basis. Copyright © 2010 TriTech Software Systems Unpublished: Rights reserved under the copyright law of the United States. Confidential 11 EXHIBIT A . ' Quotation Date: 01.03.11 _-� TRrTEGr-1 Quotation C2-(-'T'..r.Yt61F, F'�YTrvTa Proposal/Sales Quotation # 12018KS-07 General & Client Information National City Police Department liltl9: Clent Name: Description: Tech Refresh Cityof National CHy _System Sales order 9[ CIeM Purchase Order S .__._ Client Purchase Omer Date--- TB ....._.. _.._ 1143 National City Blvd National City, CA 91950.4570 __.. _._____.__._-._ Client Contact: e... Contact Phone-. Dave Notawan _._. 619311.4509 Contact Email Addreu:l dnateware80ei.nallonal-city.ca,us ,$t9o,Jo Nei 30 dap from date of invoice S Same Credo Terms: Clem Account Manager: Project Manager Ken Schulte TBD --- - Project Products & Services Dty Sabr Category As Des agdon lint Prka DtylkIt $ Extended Prke $ $ 1 CAD Archive & Reporting Server Licenw (Nutria 3 18,500.00 $ 18L500.00 i s- 18,500.00 1 CAD HW3rd Pty SW SOP Module License _ Stratus ft4500Data base Server _ ; 750000 $ 7,500.00 3• 14 29,800.00 ; 2!!,_00.00 __ ' .__ f 7,000.00 t ta____ $ 26900.00 3,850.00 $ 9r795.00 5 _4r622_00 $ 1 1 HW3rd PtySW VlsiNet Archive & Reporting HPProUsntOL1WG6Server r3 812800 3 8,12e00 iRpportlnp HP Can Pack i4x7Server 9upport li 132500�S 1,62500 _- Tt" _ Vlsi Net interface HP ProLImt DW60 GS Sarver 3 4622.00 $ 4,622.00 _ _ 3 8, 128.00 fs 1,525_00 _. $ 4,622.00 1 1 HW3rd PtySW HW3rd Pty SW VIHNet interface HP Can Pack 24x7 Server Support t-3 HP StongeWarks Ultrium830 Tape Drive •LTO UItrium8A8 1164D.D0_E 3 3,065.00 i3 515110 !__ 245.00 t 3 45.00 1,840.00 3 2,085.00 S 615.00 ; 245.00 ' S 225.00 lit;1,$40.00 S 3083.00 S 81500 ;_____24500 S 223.00 i 5 HW3rd Pty SW HW3rd Pty SW HWSM Pty SW 3U SAS Rack Mounting -Kit Host Bus Adapter Stooge Controller-SATA-300ISAS-PCI HP Ullrlumf60 LTOJ 4001800 GB Rewritabb Data CMdtlge 4 HW3rd Pty SW HW3rd pty SW VlsiNet 2 Monitor Workstation 4GB of RAM HP Compaq 8000 wl HP Compaq LA7951 G 19" LCD Display 3 2,455.00 ViiiNet l Monitor Workstation 4 GB of RAM HP Compaq 8000 wr HP Co LA19 G • ■ f 9,820.00 3,14/.00 I I $ 9,820.00 I I 3,870.00 1 1 1 HW3rd SW HW3rd Pt SW HW3rd Pty SW Windows Server Enb w Gov Software Assurance lentil S 7 D85.00 _ _ Window• Server 2008 Enterprise Gov w/Sofware Assurance i$ 3,245.00; Windows Sarver 2008 Stendard Gov wlSoftwar. Assurance 11 991.00 $ 1,015.00 5 3,99.00 S 91.00 083.00 S 1, $ J 991.00 �91.00 1 8 HW3rd Pty SW FRM3rd Pty SW Windows Server 2008Vyab Edition Gov wlSoftwan Assunnee 3 555.00 $ 555.00 __. _ - _.. Windows Server Gov CAL Devise wlSoltware Assurance TS 41.00 S 246.00 }. ______.__ _ _ 555.00 3 248.00 2 1 1 1 1 1 1 1 HW3rd Pty SW HW3ro Pty SW HWJrd Pty SW Services Services Services Services ,[IntMace _lire_ _ Sen.. earvlees SOL Server 20011 Standard Per Processor Govwl Soft Assurance Swint. Backup Earle for Wntlows 123 Symantec Backup Exec Remote Agent for Windows 12.5 Database Server Reheat •_____.__ iS Web Services Server Reheat tetallation of Data Warehouse Server Serer Behest IMCT, RMB a ANML� DBA Services Project Management $1114500 5 11290.00 S 865.00 Y; 085.00 If 22,290.00. ; 885.00 $ 520.00 1 1 SUMces Services System EngineeringServices 3 _ 2,00000 _3 200000 Standard Add -On Mapping Conversion Services 7,000.00 5 700000 3 2,000.00 $ 700000 1 1 1 1 . _.� Services Other Other Other ggpp_P2[One . Vial Net User Train' nyCourse Unanticipated Protect Maintenence &Training Costs Travel Costs Server. Monitor& Workstation Shipping _ _ _ Year TtlTeeMaintenance lire_.yp_yrorti Maintenance 15 $ _ 560000 ; 380000 ; 14,000.00 3 1400000 .__ 5....25000 �;; 250.00 f..__ 1225000' $ 1250.00 $� 5710.00i 5710.00 f - S 360000 S 1400000 S _ 25000_ $ 1,250.00 35710.00_ S - Project Summary & Totals TMach CAO Software! T riTech Interface Software_- TriTech Mobile Wham* THLch RMS Software ..__ _lirew._ TtlTeeh Cuseom SW ..... Hardware i3rd Party Software Support Hardware & 3rd Party Software Total: _- ..._ _.._ $ 193,604.00 26,000.00 - - __. 101984_00 9,783.00 Subcontract TriTachSsMcu --- TdAch Annual Suppom a Maintenance Other , __. ' - 33623.00 5,720.00 15,500.00 Subtotal. $ 193,604.00 Estimated Sales Tax (State: _at_%) Taxable sale.: 64,112.00S■lee tax rate: 9.75% $ 6,250.92 i - Eatitnntl Shipping Total: $ 199,854.92 7d'bc6 Software Syetemi 9860 Mere Rim Pd. SD. CA 92121 959-799.7000 Gonads. al and Proprietary Peg. 1 of 3 -j-- EXHIBIT A I Quotation Date:' 01.03.11 'TIRIFTrJr r.•I rj'-t;TI-11. Proposal/Sales Quotation Quotation # 2016KS-07 Project Payment Terms: Net 30 days trorn dale of invoice 100%of HardwarelTOird Party Software♦ Support Due on Order i $ 112,75000 100%CA State Salve Tax Due on Order - I $ 625092 _. --� -1 ____._____..:.___.__________4____.____ __— S a0,42260 l S 10,A2230 Total Paynertewl $ 100,664.92 rdTecl, Sonwur Syeleme DafO Mue Rim Rd, SO, GA D2121 86&799-7000 Cnne6S, tM at. R0t,o.a y Argo 2 of3 EXHIBIT A Quotation Date: 01.03.11 _ �- -.12 r•_• rn rTx.1Z Proposal/Sales Quotation Quotation S 2016KS-07 Summary Information 8 Project Notes A. TT configuration services cos he performed during normal TT euslnee hours and remotiey from the corporate office. VI.ICA0 trelning is a bur day class with a totato110 persona San eland the Wass. In addition. the training will lake place at National City. Workstation installation wN be performed by National Cay. Rend Purchase Orders tit• TATeeh Software Systems Ann: K.Beekwtth FA%: ABa-798-7015 salesadminettritech.cos---------_---- jterril PavmeM5 to TriTech Software Systems Quotation issued by: Ken Schuh. PO Box e 671392 Contact i Info: 17203793900 Dallas, T%75267-1393 — _ Terms and Conditions j This Quotation Is valid for 60 (sixty) days and is subject to the terms of your TriTech System Software License.. Additional TriTech Software licenses purchased hereunder will be licensed System Purchase Agreement between TriTech and Client, and support will be provided in accordance installation services will be conducted via remote access. Additional TnTech software licenses purchased under this Sales Order for Client's misting configuration licenses purchased tor new TriTech Software modules; or Subsystems (e.g., addition of VisiNet Acceptance criteria for the TriTech software components will be the following unless otherwise noted The software will operate in conformity with the TriTech issued software documentation: (i) For ViaiNet Command, VisiNet Law RMS, VisiNet Mobile, and VisiNet Browser, documentation release notes, (ii) For Standard Interfaces, documentation will be the standard Interface Requirements Document (iii) For custom applications and modules, the documentation will be the Operational Scenario Sales Order and no OSD will be developed. There is no Acceptance criteria for services. Stratus ftferveri. Support for the Stratus ftServer purchased hereunder will be provided in accordance Agreement between TriTech and Client. The quotation information is proprietary and may not be copied or released other than for the express and/or use tax has been calculated as of the date of quotation and is prodded as a convenience sales and/or use tax at the actual date of invoicing. 0 your organization is tax exempt or pays state TriTech with a copy of a current tax exemption certificate issued by your state's taxing authority for _._.. _n .... re._- Travel and out-of-pocket expenses will be invoiced as incurred, at actual cost, unless specifically and L Purchase Agreement in accordance with the software licensing provisions in Exhibit D of the with the Software Support provisions therein. Applicable will be deemed Accepted upon delivery. TriTech software Mobile, or VisiNet Law RMS) wig be deemed Accepted upon Go Live. in a mutually authorized agreement or Statement of Work: will include the User Guide, Admin Guide and applicable (IRO); Document (OSD) unless the requirements are defined in this with the existing TriTech-Stratus Maintenance and Support purpose of selection and purchase/license. Any estimated sales for budgetary purposes. TriTech reserves the right to adjust and collect taxes directly, then prior to invoicing, your organization must provide the given jurisdiction. .. In itemized In the quotation. By signing and. either, ayGoCurr org.nizatlon + tPurchase below, you are Indicating that you are authorized to obligate funds for your organization. To activate your order, check (I) attach a copy of this quotation to your purchase order when it is remitted to TriTech, or, (II) if no additional authorizing to accept and pay an Invoice, sign below and fax this quotation o 668-799.7015 or email to salesadminitritech.com Order required -_.---____ wired and attached, reference PO0 on invoice the appropriate box below paperwork Is required for to Indicate your (] No Purchase Order required to inwlce Plea check_. ______. _ 1 to of Meolowing:._.. .__.__ . _._—__i._.-.-_ ___ _ _w agreepay any applicable sales tax t 1 _ ____.__. __�_ I am tax exem pL Please contact me if TriTech does not have my current exempt information on file. Accepted 1 for Client NatfonN City Department Client AgencylEDdty Name 1- +Print Name Title CIant Authorised Representative lir !Signature F Date !Client Authorized Representative I Td Tech Software Systems 9860 Mesa Rim Rd SD CA 92121 858-799.7000 ConddelNw and Propnatary Page 3 013 ACORDTM CERTIFICATE OF LIABILITY INSURANCE DATE IMMIDD/YYYY1 12/06/2010 08:01 PRODUCER Barney & Barney LLC CA Insurance Lic: 0003950 9171 Towne Centre Drive, Suite 500 San Diego, CA 92122 858-457-3414 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAIC # INSURED TriTech Holdings, Inc., A Delaware Corporation Et Al (See Attached) 9860 Mesa Rim Road San Diego, CA 92121 I INSURER A: Hartford Casualty insurance Company 29424 INSURER B. Hartford Insurance Company of the Midwest 37478 First Specialty Insurance Corporation INSURER C. 34916 INSURER D. AXIS Surplus Insurance Company 26620 INSURER E. RSUI Indemnity Company 22314 COVERAGES THE ANY MAY POLICIES. R IR LTR POLICIES REQUIREMENT, PERTAIN, INSRD INSRD OF INSURANCE LISTED BELOW TERM OR CONDITION THE INSURANCE AFFORDED AGGREGATE LIMITS SHOWN MAY TYPE OF INSURANCE HAVE BEEN ISSUED TO THE INSURED OF ANY CONTRACT OR OTHER BY THE POLICIES DESCRIBED HEREIN HAVE BEEN REDUCED BY PAID POLICY NUMBER NAMED ABOVE DOCUMENT WITH IS SUBJECT CLAIMS. POLICY EFFECTIVE DATE (MM/DDlVY) FOR THE POLICY RESPECT TO WHICH TO ALL THE TERMS, POLICY IMMI RATION DATE IMM/DD/YY) PERIOD INDICATED. NOTWITHSTANDING THIS CERTIFICATE MAY BE ISSUED OR EXCLUSIONS AND CONDITIONS OF SUCH LIMITS C X GENERAL X LIABILITY COMMERCIAL GENERAL LIABILITY 1RG57198 5/1/2010 5/1/2011 EACH OCCURRENCE $ 1,000,000 UAMAGETORENTLD PREMISES (Ea occurenee) 100,000 $ CLAIMS MADE X OCCUR MED EXP (Any one person) $ EXCLUDED x GEN'L $10,000 Retention PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 AGGREGATE LIMIT APPLIES PER: POLICY1-1 JFCPROT- LOC PRODUCTS- COMP/OP AGG $ 2,000,000 A AUTOMOBILE X LIABILITY ANY AUTO 72MCPJ08268MA 5/1/2010 5/1/2011 (aBI COMBINED SINGLE LIMIT BODILY INJURY (Per person) $ 1,000,000 $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ GARAGE 1 LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ AUTO ONLY'. AGG $ E EXCESS/UMBRELLA XJ LIABILITY OCCUR CLAIMS MADE NHA225900 5/1/2010 5/1/2011 EACH OCCURRENCE AGGREGATE $ 4,000,000 $ 4,000,000 $ $ $ B WORKERS EMPLOYERS LI COMPENSATION AND ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED, If yes, describe under SPECIAL PROVISIONS below 72WE1X2071 5/1/2010 5/1/201 1 x WC STATU- I OTH- TORY LIMITS ER E. L. EACH ACCIDENT $ I,000,OOO EL. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000 000 D OTHER Technology E & 0 Liability - Claims Made Policy ECN000026471001 5/1/2010 5/1/2011 Tritech Software Sys. Retro Date 10-20-98 Voyager Systems Retro Date 12-31-03 $2,000,000 Limit DESCRIPTION OF OPERATIONS/LOCATIONS/ VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS Information Management Corporation Retro Date: 12-15-05; TriTech Holdings, Inc. Retro Date: 11-2-07. Certificate holder is additional insured per attached policy form. CERTIFICATE HOLDER TION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of National City DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL clo City Attorneys Office IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 1243 National City Blvd. REPRESENTATIVES. National City, CA 91950 AUTHORIZED REPRESENTATIVE Jennifer 9viyers ACORD 25 (2001/08) Client # 45335 Mst At 14417 Cert# 311699 Subject: ©ACORD CORPORATION 1988 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2001/08) Insured: TriTech Holdings, Inc., A Delaware Corporation Master # 14417 Cert# 311699 Attachment Page L Named Insured Schedule_ L TriTech Holdings, Inc., A Delaware CorporationL TriTech Software Systems, a Califomia CorporationL Information Management CorporationL Ortivus, Inc.L TriTech Emergency Medical Systems Canada ULCL TriTech Emergency Medical Systems, Inc._ TriTech Delaware, LLC INSURED: TriTech Holdings, Inc., A Delaware Corporation POLICY #: IRG57198 COMPANY: First Specialty Insurance Corporation POLICY PERIOD: 5/1/2010 EFFECTIVE DATE: TO 5/1/2011 COMMERCIAL GENERAL UABtUTY CG 20 33 07 04 THIS ENDORSEMENT CHANCES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies Insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section II — Who Is An Insured Is amended to include as an additional insured any person or or- ganization for whom you are performing opera- tions when you and such person or organization have agreed In writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization Is an additional insured only with re- spect to liability for 'bodily Injury", 'property dam- age' or 'personal and advertising injury' caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; In the performance of your ongoing operations for the additional insured. A person's or organization's status as an addi- tional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclu- sions apply: This insurance does not apply to: 1. 'Bodily Injury', 'property damage or 'personal and advertising injury' arising out of the rendering ot, or the taffure to render, any professional architectural, engineering or surveying services, including; a. The preparing, approving, or faking to pre- pare or approve, maps, shop drawings, opinions, reports, surveys, field orders. change orders or drawings and specifica- tions; or b. Supervisory, inspection, architectural or engineering activities. 2. 'Bodily injury' or 'property damage occurring after: a. All work, including materials, parts or equipment furnished in connection wllh such work, on the project (other than ser- vice, maintenance or repairs) to be per- formed by or on behatf of the additional in- sured(s) at the location of the covered operations has been completed; or b. That portion of 'your work' out of which tha injury or damage arises has been put to Its intended use by any person or organization other than another contractor or subcon- tractor engaged in performing operations for a principal as a part of the same project_ CG 20 33 07 04 0 ISO Properties, Inc., 2004 Page 1 of t 0 RESOLUTION 2011 — 57 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY DISPENSING WITH THE BID PROCESS AND AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH TRITECH SOFTWARE SYSTEMS, INC., IN THE NOT TO EXCEED AMOUNT OF $199,854.92 TO PROCURE. REPLACE AND CONFIGURE ALL POLICE DEPARTMENT COMPUTER AIDED DISPATCH (CAD) ASSOCIATED HARDWARE AND SOFTWARE WHEREAS, the Police Department's Computer Aided Dispatch System ("CAD") and associated hardware and software are an integral and necessary part of police communications and data recording system, which is necessary to provide law enforcement services to the residents of National City consistent with industry standards while providing a high level of officer safety tracking and recording, and data retrieval means and methods; and WHEREAS, the current six CAD workstations and Stratus server have been in operation twice as long as the expected life cycle of three to four years and is now in need of replacement to maintain optimal performance and reliability, which are critical to maintain the integrity of police dispatch capabilities; and WHEREAS, Tritech Software Systems engineers use their own proprietary software interfaces that integrate into the Police Department's Automated Field Report (AFR), Records Management System (RMS), Mobile Data Computer (MDC), and Justice Database query applications; and WHEREAS, pursuant to Section 12.60.220(B) of the National City Municipal Code, the City may dispense with the requirements of the bidding process when the commodity can be obtained by only one source. Sole source procurements may be used when there is only one source from which a particular commodity is available and there is no adequate substitute. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of National City hereby authorizes the Mayor to execute an Agreement with TriTech Software Systems, Inc., in the not -to -exceed amount of $199,854.92 for the sole source purchase to procure, replace and configure all Police Department Computer Aided Dispatch System (CAD) associated hardware and software. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 1st day of March, 2011. 1�6n Morrison, Maw ATTEST: APPROVED AS TO FORM: 1 ity 4 Michael R. Dalla, Clerk 'udia G. Sil City Atto ney Passed and adopted by the Council of the City of National City, California, on March 1, 2011 by the following vote, to -wit: Ayes: Councilmembers Morrison, Natividad, Rios, Sotelo-Solis, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California National C City, California I rk of the City of By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2011-57 of the City of National City, California, passed and adopted by the Council of said City on March 1, 2011. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT CaO\\-� MEETING DATE: March 1, 2011 AGENDA ITEM NO. 11 rEM TITLE: Resolution of the City Council of the City of National City waiving the bid process and authorizing the Mayor to execute an agreement with Tritech Software Systems in the not to exceed amount of $199,854.92 to procure, replace, and configure all police department computer aided dispatch (CAD) associated hardware and software. PREPARED BY: .Dave Noteware DEPARTMENT: POLICE PHONE: 619-336-4509 APPROVED BY: s'r zr ' EXPLANATION: The CAD system and associated hardware and software are an integral and necessary part of the police communications and data recording system. The system is necessary to provide law enforcement services to the residents of National City consistent with industry standards while providing a high level of officer safety, tracking and recording and data retrieval means and methods. The CAD and related hardware and software are in use on a constant basis with a limited redundant system in place. Optimal performance and reliability are critical to maintaining the integrity of police dispatch capabilities. The current six (6) CAD workstations and Stratus server have been in operation twice as long as the expected life cycle of 3-4 years. TriTech is the National City Police Department's sole provider of police dispatching software. National City Municipal Code 2.60.220 allows for the waiving of bidding requirements when the commodity or service to be procured is required to integrate with or be compatible with existing furnishings, materials, systems, programs or equipment and the procurement can be +,mely made from a manufacturer or supplier who has previously satisfactorily supplied the particular commodity service or when the commodity can be obtained from only one source and there is no adequate substitute. FINANCIAL STATEMENT: ACCOUNT NO. 629-403-082-5020000 ENVIRONMENTAL REVIEW: -N/A ORDINANCE: INTRODUCTION: APPROVED: APPROVED: FINAL ADOPTION: Finance STAFF RECOMMENDATION: Adopt resolution BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: pntract Statement of Work and hardware listing 2Es4z) . 10 -�� OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 NC0RPa t Tr.° Michael R. Dalla, CMC - City Clerk 619-336-4228 phone / 619-336-4229 fax March 7, 2011 Mr. Chris Maloney TriTech Software Systems 9860 Mesa Rim Road San Diego, CA 92121 Dear Mr. Maloney, On March 1st, 2011, Resolution No. 2011-57 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with TriTech Software Systems. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: Police Dept.