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HomeMy WebLinkAbout2014 CON Northrop Grumman - Records Management System - Amendment #1Amendment No. 1 to the Agreement between the City of National City (Customer) and Northrop Grumman Systems Corporation WHEREAS, the Customer and Northrop Grumman Information Technology, Inc. (NGIT) entered into an Agreement effective December 2, 2009, whereby Northrop Grumman Information Technology, Inc. was to provide the Customer's Records Management System (RMS) maintenance service; and WHEREAS, Northrop Grumman Information Technology, Inc. has merged with and into its parent company Northrop Grumman Systems Corporation ("Northrop Grumman"), a Delaware corporation, acting through Northrop Grumman Information Systems sector, Cyber Solutions Division, with an office at 7555 Colshire Drive, McLean, VA 22102; and WHEREAS, the Customer desires to extend the term of the contract for additional three (3) years period under the Scope of the Agreement and amend the Price and Payment schedule to the Agreement; and WHEREAS, Northrop Grumman has agreed to extend the term of the contract for additional three (3) years period under the Scope of the Agreement and amend the Price and Payment schedule to the Agreement; NOW, therefore, it is agreed as follows: 1. Effective December 2, 2014, the term of the agreement shall be extended for additional three (3) years through December 1, 2017 as described on Exhibit A hereto. 2. All other Terms and Conditions of the Agreement, except as specifically changed hereby, shall remain in full force and effect. Document prepared 5/20/14 Amdl_0514 1 Amendment No. 1 to the Agreement between the City of National City (Customer) and Northrop Grumman Systems Corporation IN WITNESS WHEREOF, the parties hereto have executed this amendment, the day and year written below. The Cite ational City ntative Ron Morrison Printed Name Maynr lhr•Pmhpr 9, 7014 Title Date Northrop Grumman Systems Corporation Contracts Administrator Date J�Kouri Contracts Manager Date Document prepared 5/20/14 Amdl_0514 2 Amendment No. 1 to the Agreement between the City of National City (Customer) and Northrop Grumman Systems Corporation EXHIBIT "A" Price and Payment Schedule: Period No. 6 - December 2, 2014 - December 1, 2015 NG Software Maintenance: Records Management System (RMS) Total Due, Period 6 Period No. 7 - December 2, 2015 - December 1, 2016 NG Software Maintenance: Records Management System (RMS) Total Due, Period 7 Period No. 8 - December 2, 2016 - December 1, 2017 NG Software Maintenance: Records Management System (RMS) Total Due, Period 8 $48,612.00 $48,612.00 $51,060.00 $51,060.00 $53,613.00 $53,613.00 Document prepared 6/12/14 Amd1RMS_0614 3 r `'" 1. nIozf DI? ! -{ INSURANCE OATENM/DONYYY) 12/1812013km....------ THIS CERTIFICATE IS ISSUED AS A h,ATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poiicy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, cent -In policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Aon Risk Services Central, Inc. Philadelphia PA Office One Liberty Place 1650 Market Street Suite 1000 Philadelphia PA 19103 USA CONTACT NaME. (a Ry . Eat); (866) 283-7122 FAX No ), 800-363-010s E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Northrop Grumman Corporation Northrop Grumman Systems Corporation Its Divisions and Subsidiaries 2980 Fairview Park Drive Falls Church VA 22042 USA INSURER A: National Union Fire Ins Co of Pittsburgh 19445 INSURERS: INSURER C: INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE ((UMBER: 570052280781 REVISION NUi BER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POL CIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE ADDL INSR SUER INVD POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP t{MM 00,vV' Y) LIMITS A GENERALLIABILITY GL68I9448 bi/01/2014 61/01/2015 EACH OCCURRENCE S2,000,000 X COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES (Ea ocwnencel 52,000,000 CLAIMS -MADE I X I OCCUR MED EXP (Any one person) S5,000 — PERSONAL 8 ADV INJURY 52,000,000 GENERAL AGGREGATE t•2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG S2,000,000 POLICY n JECT n LOC A AUTOMOBILEUABILITY CA 7062722 01/01/2014 01/01/2015 COMBINED SINGLE LIMrT {Ea accident) S2,000,000 A X ANY AUTO AOS CA 7062723 01/01/2014 01/01/2015 BODILY INJURY( Per person) ALL OWNED —SCHEDULED MA BODILY INJURY (Per accident) A AUTOS HIRED AUTOS AUTOS NON -OWNED AUTOS CA 7062724 VA 01/01/2014 01/01/2015 PROPERTY DAMAGE (Per accident) _. UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS -MADE AGGREGATE DED 'RETENTION WORKERS COMPENSATION AND EMPLOYERS' LIABILITY INC STATLL OTH•�W�M I TORY LIMITS ER ANY PROPRJETOR / PARTNER / EXECUTIVE Y! N E.L. EACH ACCIDENTOFFICERFMEI'SER EXCLUDED? I ' (Mandatory in NH) N I A E.L. DISEASE -EA EMPLOYEE It yes, dear./I,.e under DESCRIPTION OF OPERATIONS be' 1w E.L. DISEASE -POLICY LIMIT A E&O-PL-Primary GL6819448 01/01/2014 01/01/2015 Per Occurrence Aggregate 55,000,000 S5,000,000 DESCRIPTION OF OPERATIONS !LOCATIONS I VEHICLES (Attach ACORD IDI, Additional Remarks Schedule. If more space is required) The City of National City, its elected off 'cials, officers, agents and employees are Additional insured under the General Liability and Automobile Liability policies as their interests may appear to the extent covered by the insurance policy. CERTIFICATE HOLDER City Attorney's Office Attn: Ginny orcutt 1243 National City Blvd. National City CA 91950-4301 USA CARCELLATIOIl SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POUCY PROVISIONS. AUTHORIZED REPRESENTATIVE ®19C8-2010 ACORD CORPORAT1CU. All rights reserved. ACORD 25 (2010105) The ACORD name ; nd logo are registered marks of ACORD Holder identifier : A�ORIJ CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 12/17/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must be endorsed. 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). PRODUCER Marsh USA Inc. 1717 Arch Street Philadelphia, PA 19103-2797 979196-NGC-WG13-14 CONTACT N: PHPHONE 1 FAX 4A/C.No Erti: IAIC, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIL # INSURER A: Insurance Company Of The State Of Pennsylvania 19429 INSURED Northrop Grumman Corporation Northrop Grumman Systems Corporation Its Divisions and Subsidiaries 2980 Fairview Park Drive Falls Church, VA 22042 INSURER B : INSURER C : INSURER D INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: CLE-004018476-03 REVISION NUMBER:0 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVo POLICY NUMBER POUCY EFF (MM/DD/YYYY) POLICY EXP LMMrDD/YYYYI LIMITS GENERALUABIUTY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ GE TO PREMISES (aENTED occurrence) $ MED EXP (Any one person) $ CLAIMS -MADE I OCCUR PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ GEN'L AGGREGATE LIMIT APPLIES POLICY (FRO- PER: LOC $ AUTOMOBILECOMBINED LIABILITY SCHEDULED AUTOS NON-OVNMED AUTOS SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS UAB r OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ $ DED l RETENT ON $ A A A WORKERS COMPENSATION U\ AND EMPLOYERS' LBIUTY ANY PROPRIETOR/PARTNER/EXECUTIVE �Y / N (Mandatory In ER EXCLUDED? I I (Mandatory In NH} If yes, describe under DESCRIPTION OF OPERATIONS below N ! A WC 043409018 (AOS) WC 043409019 CA ( ) WC 043409020 (FL)01/01/2014 PLEASE SEE ATTACHED 01/01/2014 01/01/2014 01/01/2015 01/01/2015 01101/20152,000,000 X WC STATU- OTH- TORY I IMITS ER E.L. EACH ACCIDENT 2,000,000 $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT 2,000,000 $ DESCRIPTION OF OPERATIONS I LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) Where required by written contract, waiver of subrogation in favor of the certificate holder applies to the workers' compensation policy TION City Attorey's Office Attn: Ginny Orcutt 1243 National City Blvd. National City, CA 91950-4301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee—374..rxz4.,sh a ..+Y. c.a -ex CD 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and Logo are registered marks of ACORD AGENCY CUSTOMER ID: 979196 ACQRO® 41lairwovw."' LOC #: Philadelphia ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY Marsh USA Inc. POLICY NUMBER CARRIER NAIC CODE NAMED INSURED Northrop Grumman Corporation Northrop Grumman Systems Corporation its Divisions and Subsidiaries 2980 Fairview Park Drive Fails Church, VA 22042 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE' Certificate of Liability Insurance WC 043409021 National Union Fire Insurance Company 01/01/2014 - 01/01/2015 EL each Accident: $2,000,000 EL Disease Policy Limit: $2,000,000 EL Disease Each Employee:$2,000,000 MA, MN , ND, NJ, OH, WA, WI, WY WC 043409022 Insurance Company of the State of Pennsylvania 01/01/2014 01/01/2015 EL each Accident $2,000,000 EL Disease Poky Limit $2,000,000 EL Disease Each Employee:$2,000,000 AK, AZ, GA, VA WC 043409023 Insurance Company of the State of Pennsylvania 01/01/2014 - 01/01/2015 EL each Accident $2,000,000 EL Disease Policy Limit: $2,000,000 EL Disease Each Employee:$2,000,000 IL, KY, NC, NH, UT, VT WC 043409024 Insurance Company of the State of Pennsylvania 01/01/2014 - 01101/2015 EL each Accident: $2,000,000 EL Disease Policy Limil: $2,000,000 EL Disease Each Employee:$2,000,000 PA ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD RESOLUTION NO. 2014 — 167 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE THE FIRST AMENDMENT TO THE SOFTWARE MAINTENANCE AGREEMENT WITH NORTHROP GRUMMAN SYSTEMS CORPORATION IN THE NOT -TO -EXCEED AMOUNT OF $153,285 TO SUPPORT THE LAW ENFORCEMENT RECORDS MANAGEMENT SYSTEM WHEREAS, on December 1, 2009, pursuant to Resolution No. 2009-286, the City Council authorized the Mayor to execute a software maintenance agreement with Northrop Grumman Information Technology, Inc. (the "Agreement"), to support the law enforcement Records Management System; and WHEREAS, the term of the Agreement was from December 2, 2009 through December 1, 2014; and WHEREAS, the parties wish to extend the term of the Agreement for an additional three years through December 1, 2017, and to amend the Price and Payment Schedule to the not -to -exceed amount of $153,285; and WHEREAS, Northrop Grumman Information Technology, Inc., has merged with and into its parent company Northrop Grumman Systems Corporation, a Delaware corporation. NOW, THEREFORE, BE IT RESOLVED that the City Council reinstates the Agreement, and authorizes the Mayor to execute the First Amendment to the Agreement with Northrop Grumman Systems Corporation in the not -to -exceed amount of $153,285 to support the law enforcement Records Management System. A copy of the Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 2' day of December, 2014 ATTEST: u Michael R. Dalla, ity Clerk Iaudia Gac City Attorney Passed and adopted by the Council of the City of National City, California, on December 2, 2014 by the following vote, to -wit: Ayes: Councilmembers Cano, Mendivil, Morrison, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California City CI rk of the City of National City, California By: Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2014-167 of the City of National City, California, passed and adopted by the Council of said City on December 2, 2014. City Clerk of the City of National City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT CQoo° - \OG MEETING DATE: December 02, 2014 AGENDA ITEM NO. 12 ;TEM TITLE: Resolution of the City Council of the City of National City waiving the bid process pursuant to section 2.60.260 of the National City Municipal Code and authorizing the Mayor to execute the first amendment to the annual software maintenance agreement with Northrop Grumman Systems Corporation in the total not -to -exceed amount of $153,285.00 to support the Law Enforcement Records Manaaement System. PREPARED BY: Ron Williams DEPARTMENT: Administrativ : Services PHONE: 619-336-4373 APPROVED BY: tt eli 'l rim-55� EXPLANATION: The Law Enforcement Records Management System(RMS) provides National City Police Department with real-time electronic records related to crime and arrest reports. The RMS data is processed and uploaded to the San Diego Area Regional Justice Information System(ARJIS). Due to the proprietary nature of the RMS system, Northrop Grumman Systems Corporation is the sole entity qualified to provide on -going software maintenance and support. It is requested that Council waive the formal bidding requirements as allowed in Chapter 2.60.220(d) of the Municipal Code, and award the contract to Northrop Grumman Systems Corporation for the following reasons: 1. Northrop Grumman is the sole entity qualified to support the proprietary RMS software application. 2. No further purpose would be served by issuing a formal bid at this point in the process. FINANCIAL STATEMENT: ACCOUNT NO. 629-417-082-281-0000 APPROVED: APPROVED: r Finance IS ENVIRONMENTAL REVIEW: This is not a project, and therefore, not subject to environmental review. ORDINANCE: INTRODUCTION: FINAL ADOPTION: STAFF RECOMMENDATION: Staff recommends Council waive the formal bidding requirements as allowed in Chapter 2.60.220(d) of the Municipal Code, and award the contract to Northrop Grumman Systems Corporation. BOARD / COMMISSION RECOMMENDATION: N/A ATTACHMENTS: Attachment 1: Contract Nike Attachment 2: Amendment �.Esovv�eoa moo. a0-, C9 Amendment No. 1 to the Agreement between the City of National City (Customer) and Northrop Grumman Systems Corporation WHEREAS, the Customer and Northrop Grumman Information Technology, Inc. (NGIT) entered into an Agreement effective December 2, 2009, whereby Northrop Grumman Information Technology, Inc. was to provide the Customer's Records Management System (RMS) maintenance service; and WHEREAS, Northrop Grumman information Technology, Inc. has merged with and into its parent company Northrop Grumman Systems Corporation ("Northrop Grumman"), a Delaware corporation, acting through Northrop Grumman Information Systems sector, Cyber Solutions Division, with an office at 7555 Colshire Drive, McLean, VA 22102; and WHEREAS, the Customer desires to extend the term of the contract for additional three (3) years period under the Scope of the Agreement and amend the Price and Payment schedule to the Agreement; and WHEREAS, Northrop Grumman has agreed to extend the term of the contract for additional three (3) years period under the Scope of the Agreement and amend the Price and Payment schedule to the Agreement; NOW, therefore, it is agreed as follows: 1. Effective December 2, 2014, the term of the agreement shall be extended for additional three (3) years through December 1, 2017 as described on Exhibit A hereto. 2. All other Terms and Conditions of the Agreement, except as specifically changed hereby, shall remain in full force and effect. Document prepared 5/20/14 Amd1_0514 Amendment No. 1 to the Agreement between the City of National City (Customer) and Northrop Grumman Systems Corporation IN WITNESS WHEREOF, the parties hereto have executed this amendment, the day and year written below. The City of National City Signature of Authorized Representative Printed Name Title Date Northrop Grumman Systems Corporation I.. Sa Juun Contracts Administrator Date J, ouri ontracts Manager (o //7%2o/ Date Document prepared 5/20/14 Amd 1_05 14 2 Amendment No. 1 to the Agreement between the City of National City (Customer) and Northrop Grumman Systems Corporation EXHIBIT "A" Price and Payment Schedule: Period No. 6 — December 2, 2014 — December 1, 2015 NG Software Maintenance: Records Management System (RMS) Total Due, Period 6 Period No. 7 — December 2, 2015 — December 1, 2016 NG Software Maintenance: Records Management System (RMS) Total Due, Period 7 Period No. 8 — December 2, 2016 — December 1, 2017 NG Software Maintenance: Records Management System (RMS) Total Due, Period 8 Document prepared 6/ 12/ 14 Amd 1 RMS_0614 $48,612.00 $48,612.00 $51,060.00 $51,060.00 $53,613.00 $53,613.00 Memorandum Northrop Grumman Information Systems Northrop Grumman Systems Corporation Information Systems Civil Division 7575 Colshire Drive McLean, Virginia 22102 To: Hae Jun From: Anita Hyink, Director of Contract Capture and Strategy, Civil Division Subject: Contractual Signature/Commitment Authority Date: June 28, 2014 In order to support the activities of Northrop Grumman Information Systems Sector (Northrop Grumman IS), I am hereby delegating signature/commitment authority. This delegation of signature authority is effective as of June 28, 2014 and is subject to the following limitations in accordance with the Civil Division procedure, CDP 0001, Review and Approval of Commitments. For all Types of Contracts less than or equal to $5,000,000 This delegation authorizes the above individual to execute on behalf of Northrop Grumman Information Systems Sector: contracts, proposals, prime contract related teaming agreements and non -disclosure agreements, memoranda of agreement and other documents binding and committing those entities through which Northrop Grumman Information Systems sector operates. This includes Northrop Grumman Systems Corporation and Northrop Grumman International Trading, Inc. as well as subsidiary companies. In addition, you are permitted to sign actions related to instruments awarded in the name of Northrop Grumman Space & Mission Systems Corp, and Northrop Grumman Information Technology, Inc. until such time as those instruments are novated to Northrop Grumman Systems Corporation. Signature for entities beyond those listed above should be verified with the Northrop Grumman Information Systems sector legal department prior to making commitments. This delegation does not authorize you to act outside the scope of the Civil Division practices, Northrop Grumman IS sector Policies & Procedures, Northrop Grumman Corporation Policies & Procedures, and Federal, State, and local laws and regulations. You are responsible for ensuring compliance with all applicable Civil Division, Sector, and Northrop Grumman Polices, and Federal, State, and local laws and regulations. This delegation of signature/commitment authority shall be reassessed within 12 months and does not authorize you to delegate signature/commitment authority to any other individual. Please let me know if you have any questions regarding this delegation of signatures/commitment authority. nita 'yin Director of Contract Capture and Strategy Civil Division Memorandum Northrop Grumman Information Systems Northrop Grumman Systems Corporation Information Systems Civil Division 7575 Colshire Drive McLean, Virginia 22102 To: John Kouri From: Anita Hyink, Director of Contract Capture and Strategy, Civil Division Subject: Contractual Signature/Commitment Authority Date: June 28, 2014 In order to support the activities of Northrop Grumman Information Systems Sector (Northrop Grumman IS), I am hereby delegating signature/commitment authority. This delegation of signature authority is effective as of June 28, 2014 and is subject to the following limitations in accordance with the Civil Division procedure, CDP 0001, Review and Approval of Commitments. For all Types of Contracts less than or equal to $35,000,000 This delegation authorizes the above individual to execute on behalf of Northrop Grumman Information Systems Sector: contracts, proposals, prime contract related teaming agreements and non -disclosure agreements, memoranda of agreement and other documents binding and committing those entities through which Northrop Grumman Information Systems sector operates. This includes Northrop Grumman Systems Corporation and Northrop Grumman International Trading, Inc. as well as subsidiary companies. In addition, you are permitted to sign actions related to instruments awarded in the name of Northrop Grumman Space & Mission Systems Corp, and Northrop Grumman Information Technology, Inc. until such time as those instruments are novated to Northrop Grumman Systems Corporation. Signature for entities beyond those listed above should be verified with the Northrop Grumman Information Systems sector legal department prior to making commitments. This delegation does not authorize you to act outside the scope of the Civil Division practices, Northrop Grumman IS sector Policies & Procedures, Northrop Grumman Corporation Policies & Procedures, and Federal, State, and local laws and regulations. You are responsible for ensuring compliance with all applicable Civil Division, Sector, and Northrop Grumman Polices, and Federal, State, and local laws and regulations. This delegation of signature/commitment authority shall be reassessed within 12 months and does not authorize you to delegate signature/commitment authority to any other individual. Please let me know if you have any questions regarding this delegation of signatures/commitment authority. Anita Hyink Director of Contract Capture and Strategy Civil Division (Page 1 of 18) Northrop Gnrmman Information Technology, Inc. Proprietary Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential. NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC. MASTER MAINTENANCE AGREEMENT This Agreement is entered into between Northrop Grumman Information Technology, Inc. (represented herein by their Commercial State and Local Programs Business Unit), a Delaware corporation, with an office at 15010 Conference Center Drive, Chantilly, VA 20151-3801, hereinafter referred to as "NORTHROP GRUMMAN", and the City of National City, California, hereinafter referred to as "Customer". 1. SCOPE OF AGREEMENT NORTHROP GRUMMAN will provide the following services: • Services provided for by the NORTHROP GRUMMAN Software Maintenance Sub -Agreement, (copy attached), which includes NORTHROP GRUMMAN provided software as shown on Exhibit A of the Software Agreement. The above shall be referred to as sub -agreements. 2. TERM OF AGREEMENT The term of this Agreement shall commence on December 2, 2009, and shall continue for a term of five (5) years at the prices outlined in Exhibit "A". 3. TERMINATION This Agreement may be terminated at any time by either party by providing a 90 day written notice of termination. As such, the Agreement shall terminate with no further financial obligation of the Customer with respect to payment of obligations due after 90 days from the date of such notice. 4. TERMS AND CONDITIONS In the event of a conflict, the terms of this Agreement shall take precedence over the terms and conditions of the sub -agreements. Document Prepared 8/20/09 MMK RMS 0809.doc Page 1 of 6 gage L o= lap Northrop Grumman Information Technology, Inc. Proprietary Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential. NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC. MASTER MAINTENANCE AGREEMENT 5. PRICE AND PAYMENT The Customer shall pay the amount labeled "Total Due," with respect to the period identified, in Exhibit "A" (attached). The fees for Basic Software Maintenance shall be paid annually in advance. Per call and block time charges in Item 2 of Exhibit B NORTHROP GRUMMAN SOFTWARE MAINTENANCE SUB -AGREEMENT will be invoiced after the service is performed. Prices in this Agreement are exclusive of applicable taxes, if any. Taxes are the respon- sibility of the Customer and will be added to the invoices. Payment terms are net thirty (30) days from date of invoice. NORTHROP GRUMMAN reserves the right to charge interest for late payments at the rate of one and one-half percent (1.5%) per month. 6. AMENDMENT OF THIS AGREEMENT The Customer reserves the right to request changes which would include alterations, deviations, additions to or deletions from the scope of work of this Agreement, as may be deemed by the Customer to be necessary or required for the proper completion of the whole work contemplated. Any such changes will be set forth in an Amendment/Changes Orders to this Agreement which will specify the change in work to be performed and any increase/decrease in compensation due NORTHROP GRUMMAN for such work. No such requested changes shall be effective until the execution of an appropriate amendment of this Agreement by both parties. 7. NOTICES Any notice required to be given by the terms of this Agreement shall be deemed to have been given when the same is sent by certified mail, postage prepaid, or courier service to the respective parties as follow: Customer: The City of National City 1200 National City Blvd National City, CA 91950 Document Prepared 8/20/09 MMK_RMS_0809.doc Northrop Grumman Infonnation Technology, Inc. Sue Jun 15010 Conference Center Drive Chantilly, VA 20151-3801 Page 2 of 6 (Page 3 of 113) Northrop Grumman Information Technology, Inc. Proprietary Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential. NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC. MASTER MAINTENANCE AGREEMENT 8. INDEPENDENT CONTRACTOR NORTHROP GRUMMAN is an independent contractor under this Agreement, and not an employee or agent of Customer. All payments hereunder shall be made to NORTHROP GRUMMAN. No deductions shall be made from the payments provided for under Article V above for any reason including taxes, worlanan's compensation or insurance. 9. LIMITATION OF LIABILITY AND REMEDIES a. Limited Warranty NORTHROP GRUMMAN MAKES NO WARRANTIES HEREUNDER, EITHER EXPRESS OR IMPLIED (INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE). b. Limitation of Remedy Except for damages to third parties as set forth in Section 10, customer agrees that NORTHROP GRUMMAN's liability hereunder for damages shall not exceed the annual maintenance fee paid to NORTHROP GRUMMAN for the maintenance period in which the cause of the action occurred. c. Limitation of Damages IN NO EVENT SHALL NORTHROP GRUMMAN BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES. Document Prepared 8/20/09 MMK._RMS_0809.doc Page 3 of 6 (Page 4 of 18) Northrop Grumman Information Technology, Inc. Proprietary Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential. NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC. MASTER MAINTENANCE AGREEMENT 10. INDEMNIFICATION NORTHROP GRUMMAN shall indemnify, defend, and hold harmless Customer from and against any and all claim, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorneys' fees) and liabilities, of, by or with respect to third parties, which arise solely from the intentional misconduct or negligence of NORTHROP GRUMMAN, NORTHROP GRUMMAN's employees, agents or subcontractors. NORTHROP GRUMMAN shall not be responsible for, and Customer shall, within the limits of California law and without waiving any of its rights, privileges or governmental immunities from suit or liability, indemnify, defend, and hold harmless NORTHROP GRUMMAN from and against, any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorneys' fees) and liabilities, of, by or with respect to third parties, which arise solely from Customers' negligence. With respect to any and all claims, demand, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorney's fees) and liabilities, of, by or with respect to third parties, which arise from the joint or concurrent negligence of NORTHROP GRUMMAN and Customer, each party shall assume responsibility in proportion to the degree of its respective fault. 11. FUNDING The customer has reviewed their funding and verifies to Northrop Grumman that none of their funding to be used in this quotation will include American Recovery and Reinvestment Tax act of 2009 ("ARRA") funds, funds from the Emergency Economic Stabilization Act ("ESSA") or funds from the Trouble Assist Relief Program ("TARP"). Prior to applying any funds from any of the three identified sources of the funds above onto this contract the customer shall notify Northrop Grumman. If ARRA, TARP or ESSA finds are to be applied towards this contract, Northrop Grumman may either elect to terminate the effort for convenience prior to the application of any funds from the identified sources or to ratify the contract. Document Prepared 8/20/09 MMK_RMS_0809.doc Page 4 of 6 (Page 5 of 18) Northmp Grumman Information Technology, Inc. Proprietary Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential. NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC. MASTER MAINTENANCE AGREEMENT 12. ENTIRE CONTRACT This Agreement and attached Sub-Agreement(s) represent the entire and integrated agreement between the parties hereto and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, with respect to the subject matter hereof. This Agreement may be amended only by written instrument signcd by the parties hereto. The City of National City: gnature of Authorized Representative Ron Abrrison Printed Name Mayor Title December 1, 2009 Date Document Prepared 8/20/09 Northrop Grumman Information Technology, Inc.: L Sue Jun Contracts Administrator Date MMK_RMS 0809.doc Page 5 of 6 (Page 6 of 18) Northrop Grumman Information Technology, Inc. Proprietary Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential. NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC. MASTER MAINTENANCE AGREEMENT Exhibit "A" Price and Payment: Period No. 1— December 2, 2009 — December 1, 2010 Basic Software Maintenance RMS S38,102.00 Total Due, Period No. 1 S38,102.00 Period No. 2 — December 2, 2010 — December 1, 2011 Basic Software Maintenance RMS $40,007.00 Total Due, Period No. 2 S40,007.00 Period No. 3 — December 2, 2011— December 1, 2012 Basic Software Maintenance RMS $42,008.00 Total Due, Period No. 3 ,$42.008.00 Period No. 4 — December 2, 2012 — December 1, 2013 Basic Software Maintenance RMS $44,108.00 Total Due, Period No. 4 $44.108.00 Period No. 5 — December 2, 2013 — December 1, 2014 Basic Software Maintenance RMS $46,313.00 Total Due, Period No. 5 $46,313.00 Document Prepared 8/20/09 MMK RMS_0809.doc Page 6 of 6 (Page 7 of 18) Northrop Grumman Information Technology, Inc. Proprietary Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential, NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC. SOFTWARE MAINTENANCE SUB -AGREEMENT SUB -AGREEMENT effective December 2, 2009, between Northrop Grumman Information Technology, Inc. (represented herein by its Commercial State and Local Programs Business Unit), 15010 Conference Center Drive, Chantilly, VA 20151-3801 ("NORTHROP GRUMMAN") and the City of National City, ("Customer"). 1. SOFTWARE SYSTEM For the purpose of this Sub -Agreement, the "Software System" shall mean the NORTHROP GRUMMAN Computer Software System (Software System) identified in Exhibit A. 2. SOFTWARE SUPPORT SERVICES a. Maintenance Support With respect to the Software System, NORTHROP GRUMMAN agrees to perform, or cause to be performed, the following maintenance services: 1. NORTHROP GRUMMAN will retain a complete copy of the NORTHROP GRUMMAN application source code to guard against the permanent loss of system functions in the event of disaster. 2. If during the term of this Agreement, (a.) the Customer discovers defects in the Software System such that same will not perform in accordance with NORTHROP GRUMMAN's design; (b.) the Customer notifies NORTHROP GRUMMAN of such defects; and, (c.) such defects are reproducible, then NORTHROP GRUMMAN shall provide, or cause to be provided, timely corrections of such defects. As applicable and required, Customer shall be responsible for installing corrections to applicable workstation software. 3. If problems arise concerning the Software System, NORTHROP GRUMMAN will provide telephone assistance within the schedule stated in Section 3, Problem Reporting. 4. If Critical problems arise from the NORTHROP GRUMMAN application (see 3. Problem Reporting) and the Customer cannot correct them by following system management training and/or procedures previously supplied by NORTHROP GRUMMAN or Masi, NORTHROP GRUMMAN will provide assistance to restore the Software System opera- tions 24 hours a day, 365 days a year without additional charge to the Customer. Document Prepared 08/20/09 SMK_RMS_0909 Page 1 of 7 (Page 8 of 18) Northrop Grumman Information Technology, Inc. Proprietary Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential. NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC. SOFTWARE MAINTENANCE SUB -AGREEMENT b. Software Improvements and Upgrades During the term of this Agreement, NORTHROP GRUMMAN shall supply Customer with improvements and upgrades to those functions or features of the Software Products which were described in the Functional Specification Design and supplied under the applicable contract and which are not priced separately. NORTHROP GRUMMAN will provide one (1) software upgrade per year. c. Installation of Corrections, Improvements or Upgrades NORTHROP GRUMMAN shall provide changes and installation support to the Software Products including updates, upgrades, releases, patches, corrections or improvements by telephone modem or the appropriate transport media, all at the option of NORTHROP GRUMMAN. Customer shall provide installation, distribution, support or access as may be reasonably required to successfully install the changes. 3. PROBLEM REPORTING Problems are logged into NORTHROP GRUMMAN's problem tracking system and the Customer is given a problem ticket number. The call is prioritized based on what is being reported, and how serious the Customer perceives the problem. Priority one problems receive immediate attention and are worked continuously until resolved. Priority two, three and four calls are placed in the queue, assigned to programmers and are addressed based on order received and priority. Customers may escalate problems to the CSG Service Manager if they feel they are not being addressed in a timely manner. The following are NORTHROP GRUMMAN's prioritizations: Priority One: Critical Guaranteed response time of 2 hours; worked continuously until respolved Software Errors that prevent or substantially interfere with operation of the NORTHROP GRUMMAN installed software for its primary intended purpose on a system wide basis, as described in the Functional Design Specification, such as those errors that can cause loss of data or prevent the product from running. Examples include, but are not limited to: • Complete system outage (system down) of a major application o Computer Aided Dispatch o Message Switching System o Records Management System o Mobile Data Computing System Document Prepared 08/20/09 SMK RMS 0909 Page 2 of 7 (Page 9 of 18) Northrop Gmmman Information Technology, Inc. Proprietary Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential. NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC. SOFTWARE MAINTENANCE SUB -AGREEMENT • Workstation failure of a critical workstation; mission critical tasks that cannot be performed on another workstation. • Database failure or performance degration to the point of inoperability Priority Two: High Guaranteed response time of 4 hours Software Errors that do not prevent or substantially interfere with operation of the NORTHROP GRUMMAN system for its primary intended purpose or are not system wide, but that do prevent or materially interfere with end user performance of common functions described in the Functional Design Specification. Examples include, but are not limited to: • Workstation failure of a non -mission critical workstation, where there is no alternate workstation for that functionality • Loss of communications with the mobile data controller, other than such loss due to malfunction occurring outside of the NORTHROP GRUMMAN system • System response times doubling and continuing beyond fifteen (15) minutes, other than such doubling due to malfunction occurring outside of the NORTHROP GRUMMAN system. Priority Three: Medium Guaranteed response time of 1 business day Minor problems that do not prevent the users from performing their job, but there is no reasonable work -around. Priority Four: Low Guaranteed response time of 5 business days Informational, or suggestion for future functionality of the software. 4. RESPONSIBILITIES OF CUSTOMER The obligations of NORTHROP GRUMMAN under this Agreement are conditioned upon: a. Customer assigning a Coordinator to ensure that Customer's assignments in connection with this Agreement are met, to coordinate appropriate schedules in connection with NORTHROP GRUMMAN's services hereunder, and to serve to provide other coordination activities which are necessary for NORTHROP GRUMMAN to perform its services hereunder. As applicable and required, Coordinator shall also be responsible for distributing Software System corrections to the individual client workstations. Document Prepared 08/20/09 SMK RMS 0909 Page 3 of 7 (Page 10 of 18) Northrop Grumman. Information Technology, Inc. Proprietary Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential. NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC. SOFTWARE MAINTENANCE SUB -AGREEMENT b. Customer will assign at least one (1) technically capable individual, as required by NORTHROP GRUMMAN to assist NORTHROP GRUMMAN in performing its services hereunder. c. Customer establishing an on -site dial -up line or VPN access to enable NORTHROP GRUMMAN to remotely access the Software System. Customer, in accordance with a schedule mutually agreed upon by NORTHROP GRUMMAN and Customer, shall connect the dial -in modem, at customer's cost and expense, in order to enable NORTHROP GRUMMAN to remotely access the Software System. Where applicable, Customer shall also compile programs and run appropriate tests following each remote access by NORTHROP GRUMMAN. d. Customer shall be responsible for controlling security and access to the computer systems. The Customer shall connect the dial -in modem or VPN access in a timely manner to allow NORTHROP. GRUMMAN to perform maintenance activities, and the Customer shall provide the appropriate usernames and authorization codes to NORTHROP GRUMMAN whenever maintenance work is to be done. e. Customer shall not perform any modifications or enhancements to the Software System or allow any person or entity not specifically authorized by NORTHROP GRUMMAN to perform any modifications or enhancements to the Software System. f. As applicable and necessary, during the term of the Master Maintenance Agreement, and any subsequent extensions of the term, Customer shall provide NORTHROP GRUMMAN with a verified copy of the Software System back-up, including Source Code, on an annual basis, at no cost to NORTHROP GRUMMAN, for use in assisting the Customer during disaster recovery efforts if requested. It is the Customer's sole responsibility for insuring System Management Procedures are performed for continuous operation of the RMS systems. This includes, but is not limited to, performing system and file backups, routine configuration changes, installation of operating system and patches, system and database backups, system and database performance tuning, network problem diagnosis, and system monitoring and preventive maintenance. g. h. Customer shall coordinate hardware repairs with the appropriate third -party hardware maintenance provider. Document Prepared 08/20/09 • SMK RMS 0909 Page 4 of 7 (Page 11 of 18) Northrop Grumman Information Technology, Inc. Proprietary Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential. NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC. SOFTWARE MAINTENANCE SUB -AGREEMENT 5. TERM The term during which NORTHROP GRUMMAN shall be obligated to perform under Section 2 shall commence December 2, 2009, and, unless terminated pursuant to the NORTHROP GRUMMAN MASTER MAINTENANCE AGREEMENT shall continue for a period of five (5) years. 6. LICENSE With respect to each correction to the Software System furnished to Customer under this Agreement, Customer is granted a non-exclusive, non -assignable, non -transferable license to use such correction solely as appropriate as part of the Software System as defined in the" License" Article of the Agreement for the System(s). Document Prepared 08/20/09 SMK_RMS_0909 Page 5 of 7 (Page 12 of 18) Northrop Gnu than Information Technology, Inc. Proprietary Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential. NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC. SOFTWARE MAINTENANCE SUB -AGREEMENT - EXHIBIT A - SOFTWARE SYSTEM The software system to be maintained under this Agreement including any unique technical conditions is as follows: 1. The Customer's Records Management System as defined in the Functional Specification Document as well as any enhancements submitted to and accepted by the Customer including any additional contractual work performed by Northrop Grumman. Document Prepared 08/20/09 SMK_RMS_0909 Page 6 of 7 (Page 13 of 18) Northrop Grumman Information Technology, Inc. Proprietary Contains Trade Secrets and Information which is Commercial or Financial, and Privileged or Confidential. NORTHROP GRUMMAN INFORMATION TECHNOLOGY, INC. SOFTWARE MAINTENANCE SUB -AGREEMENT - EXHIBIT B - SERVICES TO BE PROVIDED Basic software service shall be provided five (5) days per week from 5:30 a.m. through 5:30 p.m. Pacific Time excluding NORTHROP GRUMMAN holidays. Calls made outside the above Basic service times will be billable as follows: Year 1 - $1,140 per call for the first four hours of consultation and $285/hour for an additional consultation Year 2 - $1,200 per call for the first four hours of consultation and $300/hour for an additional consultation Year 3 - $1,260 per call for the first four hours of consultation and $315/hour for an additional consultation Year 4 - $1,320 per call for the first four hours of consultation and $330/hour for an additional consultation Year 5 - $1,388per call for the first four hours of consultation and $347/hour for an additional consultation However, if Serious problems arise (see 3. Severity Level) and the Customer cannot correct them by following the system management procedures previously supplied by NORTHROP GRUMMAN, calls made outside of the Basic service times will not be billable. The determination of whether an after- hours call is billable will be made solely by NORTHROP GRUMMAN. 2. ON DEMAND MAINTENANCE SERVICES - ODMS ODMS is defined as forty (40) contiguous hours of remote NORTHROP GRUMMAN Programmer services for the "NORTHROP GRUMMAN installed system" (System). Services to be performed by the NORTHROP GRUMMAN Programmer are at the discretion of the Customer. It is advisable to transmit to NORTHROP GRUMMAN, prior to the NORTHROP GRUMMAN Programmer service, a list of work descriptions desired by the Customer. The ODMS to be performed by the NORTHROP GRUMMAN Programmer will be on a "best effort" basis. If the work is not complete or task finished by the NORTHROP GRUMMAN Programmer at the end of forty (40) hours, the Customer has the option to contract for additional ODMS or have NORTHROP GRUMMAN complete the work on a "time and materials" (T&M) basis. The additional ODMS or T&M work will have to be mutually agreed to and scheduled. ODMS work completed by NORTHROP GRUMMAN will then be transferred and maintained under the Master Maintenance Agreement. The annual ODMS rates for forty (40) hour blocks is as follows: Year 1 - $10,000 Year 2 - $10,500 Year 3 - $11,025 Year 4 - $11,500 Year 5 - $12,000 Customer has the option to have the NORTHROP GRUMMAN Programmer on site. Travel is not included in the rates as defined as above. Travel shall be billed at cost plus 10%. Document Prepared 08/20/09 SMK RMS 0909 Page 7 of 7 (Page 14 of 16) 1 ..��A 41)1tt10, CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/Y ) 7/1/2009 PRODUCER Aon Risk Insurance Services West, Inc. Los Angeles CA Office 707 Wilshire Blvd., Suite 2600 Los Angeles, CA 90017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE POLICIES BELOW. - ONLY AND THIS CERTIFICATE AFFORDED BY THE INSURERS AFFORDING COVERAGE NAIC # INSURED Northrop Grumman Corporation its divisions and subsidiaries 1840 Century Park East Los Angeles, CA 90067 - INSURER A: National Union Fire Ins Co of Pittsburgh 19445 INSURER B: INSURER C: Insurance Company of the State of PA 19429 INSURER 0: INSURER E. , i. THE ,; -• ;' BELOW HAVE BEEN POLICIES OF INSURANCE LISTED ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCR BED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS, AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, LIMITS SHOWN ARE AS REQUESTED. IN -SR LTR AMYL WSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE PATE (MIYVDD/YY) POLICY EXPIRATION DATE PM/DD/YY UNITS A D GL1872111 1/1/2009 1/1/2010 EACH OCCURRENCE $ 2,000,000 �GENERALUABIUTY ;I COMMERCIAL OEPERAL LIABILITY Ill CLAIMS MADE 0 OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occu enra] $ 2,000,000 CI C GEN'L AGGREGATE LIMIT APPLIES PER, MED EXP (Any one person) $ 5,000 PERSONAL 8 ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMPIOP AGG $ 2,000,000 WiPgJCY PROJECT . LOC A n (�A'�UTOMOBIL.E LIABILITY W ANY AUTO ❑ ALL OWNED AUTOS ❑ SCHEDULED AUTOS CA6506041 1/1/2009 1/1/2010 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ II HIRED AUTOS BODILY INJURY (Per accident) $ II NON OWNET)AUTOS In PROPERTY DAMAGE dent) $ II(Per.D GARAGE LABILITY AUTO ONLY - EA ACCIDENT $ ■ ANY AUTO 0OTHER THAN ACC $ AUTO ONLY: AGG $ . EXCESS /UMBRELLA LIABILITY EACH OCCURRENCE $ . occue II cLAIMs MADE AGGREGATE $ . DEDUCTIBLE $ • RETENTION $ $ C WORKERS' EMPLOYERS' ANY OFFICER/MEMBER N Yee, COMPENSATION AND LIABILITY WC5455908 1/1/2009 1/1/2010 � L'I WCSTATU- .OTHER TORY LILIITS E.L. EACH ACCIDENT $ 2,000,000 PROPRIETOR J PARTNER/EXECUTIVE EXCLUDED? describe Alder SPECIAL PROVISIONS bebw E.L. DISEASE - EA EMPLOYEE $ 2.000.000 E.L. DISEASE - POLICY LIMB $ 2,000,000 A QTttER Professional Liability GL1872112 1/1/2009 1/1/2010 Limit of L.iabilty$2,000,000 DESCRIPTION OF OPERATIONSILOCATIONStVEHICLES(EXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS 09-10 2M Northrop Standard 246779 The City of National City, its elected officials, officers, agents and employees are Additional Insured under the General Liability and Automobile Liability policies as their interests may appear to the extent covered by the insurance policy. Where required by written contract, waiver of subrogation In favor of the certificate holder applies to the workers' compensation policy. City Attomey's Office Attn: Glnny Orcu t 1243 National City Blvd. National City, CA 91950.4301 [.`�T :l. ..., ,.. . SHOULD , THEREOF. ^y'' CERTIFICATE OR LIABILITY T ANY OF THE ABOVE DESCRIBED THE ISSUING COMPANY WILL ENDEAVOR HOLDER NAMED TO THE LEFT, OF ANY KIND UPON THE INSURER, POLICIES BE CANCELLED TO MAIL 30 BEFORE THE EXPIRATION DATE DAYS WRITTEN NOTICE TO THE SHALL IMPOSE NO OBLIGATION BUT FAILURE TO DO SO ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE ww .YfdrFJww.+s a.id tK �T.ys.ILj `..« > .d. .. ryr """S"""„T.s",.. ,'r- - .y' 2-.I T. (Page 15 of 18) RESOLUTION NO. 2009 — 286 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE A FIVE-YEAR SOFTWARE MAINTENANCE AGREEMENT WITH NORTHROP GRUMMAN FOR A TOTAL NOT TO EXCEED AMOUNT OF $210,538 TO SUPPORT THE LAW ENFORCEMENT RECORDS MAINTENANCE SYSTEM WHEREAS, the Automated Field Reporting ("AFR") System provides the Police Department with real-time electronic records related to crime and arrest reports. The AFR data is processed and uploaded to the San Diego Area Regional Justice Information System ("ARJIS"); and WHEREAS, due to the proprietary nature of the AFR System, Northrop Grumman Technology, Inc., is the only entity qualified to provide on -going software maintenance and support, and Northrop Grumman Technology, Inc., is willing to provide such service for the total not -to -exceed amount of $210,538, payable in yearly amounts commensurate with that year's work as specified in the Agreement. NOW, THEREFORE, BE IT RESOLVED that the City Council hereby authorizes the Mayor to execute a Five Year Software Maintenance Agreement with Northrop Grumman Technology, Inc., in the not -to -exceed amount of $210,538 to provide software maintenance and support for the Police Department's Automated Field Reporting System. Said Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 1st day of December, 2009. ATTEST: Michael R. Della, City Clerk APPROVED AS TO FORM: George H. Eiser, III City Attorney Ron Morrison, Mayor (Page 16 of 18) Passed and adopted by the Council of the City of National City, California, on December 1, 2009 by the following vote, to -wit: Ayes: Councilmembers Morrison, Parra, Sotelo-Solis, Van Deventer, Zarate. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: RON MORRISON Mayor of the City of National City, California /r City Clerk of the City ofRVational City, California By: Deputy 1 HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2009-286 of the City of National City, California, passed and adopted by the Council of said City on December 1, 2009. City Clerk of the City of National City, California By: Deputy (Page 1') of 125) Gaaock-‘0G City of National City, California COUNCIL AGENDA STATEMENT MEETING DATE December 01, 2009 AGENDA ITEM NO. 10 ITEM TITLE Resolution of the City Council of the City of National City authorizing the Mayor to execute a five-year software maintenance agreement with Northrop Grumman Information Technology Inc. for total not -to -exceed amount of $210,538.00 to support the Law Enforcement Records Management System(RMS) PREPARED BY DEPARTMENT Ron Williams MIS (Ext. 4373) EXPLANATION The Records Management System(RMS) provides National City Police Department with real-time electronic records related to property and evidence, crime, and arrest reports. The RMS system affords investigators real-time paperless access to property and evidence, crime and arrest reports during investigations. Due to the proprietary nature of the RMS system, Northrop Grumman Technology Inc. is the sole entity qualified to provide on -going software maintenance and support. It is requested that Council waive the formal bidding requirements as allowed in Section 12 of Purchasing Ordinance #1480, and in Chapter 2 60.220(d) of the Municipal Code, and award the contract to Northrop Grumman Technology Inc., for the following reasons: 1. Northrop Grumman sole entity qualified to support the proprietary RMS software application 2. The price has been determined to be competitive within the industry. 3. No further purpose would be served by issuing a formal bid at this point in the process. Environmental Review . NIA Financial Statement Funded via IT internal services charges account 629-403-082-281-0000. Approved By: Account No. nance Director STAFF RECOMMENDATION Adopt the Resolution BOARD ! COMMISSION RECOMMENDATION ATTACHMENTS ( Listed Below ) Attachment 1: Agreement Resolution No. 0 0 - a 2 A-200 (9/99) OFFICE OF THE CITY CLERK 1243 National City Blvd. National City, California 91950 Michael R. Dalla, CMC - City Clerk 619-336-4228 phone • 619-336-4229 fax December 3, 2009 Ms. Sue Jun Northrop Grumman Information Technology, Inc. 15010 Conference Center Drive Chantilly, VA 20151-3801 Dear Ms. Jun, On December 1st, 2009, Resolution No. 2009-286 was passed and adopted by the City Council of the City of National City, authorizing execution of an Agreement with Northrop Grumman Information Technology, Inc. We are enclosing for your records a certified copy of the above Resolution and a fully executed copy of the Agreement. Michael R. Dalla, CMC City Clerk Enclosures cc: MIS Dept. RESOLUTION NO. 2014 — RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE MAYOR TO EXECUTE THE FIRST AMENDMENT TO THE SOFTWARE MAINTENANCE AGREEMENT WITH NORTHROP GRUMMAN SYSTEMS CORPORATION IN THE NOT -TO -EXCEED AMOUNT OF $153,285 TO SUPPORT THE LAW ENFORCEMENT RECORDS MANAGEMENT SYSTEM WHEREAS, on December 1, 2009, pursuant to Resolution No. 2009-286, the City Council authorized the Mayor to execute a software maintenance agreement with Northrop Grumman Information Technology, Inc. (the "Agreement"), to support the law enforcement Records Management System; and WHEREAS, the term of the Agreement was from December 2, 2009 through December 1, 2014; and WHEREAS, the parties wish to extend the term of the Agreement for an additional three years through December 1, 2017, and to amend the Price and Payment Schedule to the not -to -exceed amount of $153,285; and WHEREAS, Northrop Grumman Information Technology, Inc., has merged with and into its parent company Northrop Grumman Systems Corporation, a Delaware corporation. NOW, THEREFORE, BE IT RESOLVED that the City Council reinstates the Agreement, and authorizes the Mayor to execute the First Amendment to the Agreement with Northrop Grumman Systems Corporation in the not -to -exceed amount of $153,285 to support the law enforcement Records Management System. A copy of the Agreement is on file in the office of the City Clerk. PASSED and ADOPTED this 2"d day of December, 2014 Ron Morrison, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Claudia Gacitua Silva City Attorney AL SIT..` CITY OF NATIONAL CITY Office of the City Clerk 1243 National City Blvd., National City, California 91950 619-336-4228 phone / 619-336-4229 fax Michael R. Dalla, CMC - City Clerk December 8, 2014 Ms. Sue Jun Northrop Grumman Systems Corporation 7575 Colshire Drive McLean, VA 22102 Dear Ms. Jun, On December 2", 2014, Resolution No. 2014-167 was passed and adopted by the City Council of the City of National City, authorizing execution of Amendment #1 to an Agreement with Northrop Grumman Systems Corporation. We are enclosing for your records a certified copy of the above Resolution and a fully executed original Amendment. Michael R. Dalla, CMC City Clerk Enclosures cc: MIS Dept.