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HomeMy WebLinkAbout25D - AGMT - ANNUAL MAINT AND SUPPORT OF POLICE DIGITAL IMAGING MGMT SYSfewame CITY COUNCIL MEETING DATE: NOVEMBER 18, 2013 TITLE: AGREEMENT WITH LINIER SYSTEMS FOR ANNUAL MAINTENANCE AND SUPPORT OF POLICE DIGITAL IMAGING MANAGEMENT SYSTEM CITY . / CLERK OF COUNCIL USE ONLY: 0=0 90:1 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s` Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Direct the City Attorney to prepare and authorize the City Manager and the Clerk of the Council to execute an agreement with Linear Systems for maintenance and support of the Digital Imaging Management System (DIMS), which maintains all photographic still, video and audio evidence for the Police Department, in an amount not to exceed $29,999. DISCUSSION The Police Department's Digital Imaging Management System (DIMS) was purchased in 2004 using Urban Area Security Initiative (UASI) funds and allows crime scene images to be captured and stored digitally. It currently houses nearly six - hundred thousand crime scene photographs and countless hours of crime scene video and audio footage. This system is a compulsory investigative tool that assists in the successful documentation of extensive crime scenes. The DIMS system is of paramount importance to criminal investigations and its maintenance, continued security, and storage redundancy is essential for the Forensic Services section. The responsible vendor, Linear Systems, has been accommodating, professional and consistent in it's servicing of the system and staff recommends renewal of their agreement. The agreement will be for a one -year term for a not to exceed amount of $29,999. FISCAL IMPACT Funds are available in the Police Department's Forensic Services contract services account (no. 01114455 62300). 1 Carlos Rojas Acting Chief of Police Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez Executive Director Finance & Mgt. Services Agency 25D -1 25D -2 MAINTENANCE AND UPGRADE AGREEMENT THIS MAINTENANCE AND UPGRADE AGREEMENT, made and entered into this W" day of November, 2013 by and between Linear Systems (hereinafter "Contractor "), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City "). RECITALS A. The City desires to retain a Contractor having special ski-11 and knowledge in the field of providing maintenance to and upgrades as necessary for the Police Department's digital imaging management system (DIMS) which maintains all photograph, video and audio evidence for the Police Department. B. Contractor represents that Contractor is able and willing to provide such services to the City. C. Contractor has provided maintenance and support for the DIMS system since it was originally purchased in 2004. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide maintenance and upgrades to the DIMS system as outlined in the attached Exhibit "A ". This shall include a one year warranty for enhanced digital acquisition station, image server, forensic services field personnel kits, and two forensic services lab kits. It shall also include on -site maintenance and support for the data base case management rack server, PDD library and digital output devices. 2. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit A. The total sum to be expended under this Agreement shall be $29,999.00. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This term of this Agreement shall be for a one (1) year period, unless terminated earlier in accordance with Section 12 of this Agreement. 25D -3 A. INDEPENDENT CONTRACTOR Contractor shalt, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, Contractor shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Contractor shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Contractor's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Contractor shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit C upon execution of this Agreement and shall be approved in form by the City Attorney. b. Worker's Compensation Insurance, In accordance with the provisions of Section 3300 of the Labor Code, Contractor, if Contractor has any employees, is required to be insured against liability for worker's compensation or to undertake self - insurance. Prior to commencing the performance of the work under this Agreement, Contractor agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 2 25D -4 c. The following requirements apply to the insurance to be provided by Contractor pursuant to this section: (i) Contractor shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved inform by the City Attorney, (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. d. If Contractor fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Contractor's right to be paid for its time and materials expended prior to notification of termination. Contractor waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. G. INDEMNIFICATION Contractor agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, Contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Contractor or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement, This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terns of, or effects, arising from this Agreement. The Contractor further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like 3 25D -5 importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and /or agent of the other party is covered by this Agreement. The foregoing obligations of non -use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City, 8. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not acquire any interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. No persons having such interest shall be employed by or associated with Contractor. 9. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M -30) P.O. Box 1.988 - -- _ _ _Santa Arta CA__ _ ... __._ Fax (714) 647 -6956 With courtesy copies to: and Chief of Police Santa Ana Police Department City of Santa Ana 60 Civic Center Plaza (M -97) P.O. Box 1988 Santa Ana, California 92702 Fax (714) 245 -8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) 4 25D -6 P.O. Box 1988 Santa Ana, California 92702 Fax (714) 647 -6515 To Contractor: Linear Systems 8403 Maple Place Rancho Cucamonga, California 91730 Fax (909) 899 -4346 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, any communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. if sent by telefacsimile, communication shall be effective or deemed to have been given twenty -four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 10. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, acid supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail, This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein: 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subj cot to this Agreement performed by City personnel or by other Contractors retained by City. 12. TERMINATION This Agreement may be terminated by either party upon ninety (90) days written notice of termination to the other party. In such event, Consultant shall be entitled to receive and the City 5 25D -7 shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Police Chief may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 13. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement, 15. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS Contractor shall carry out all services pursuant to this Agreement in substantial conformity with all applicable laws, ordinances, statutes; codes; rules, regulations, orders; and - decrees of the United States, the State of California, the County of Orange, the City, and of any other political subdivision, agency, or instrumentality exercising jurisdiction over the City, including all applicable federal, state, and local occupation, safety and health laws, rules, regulations and standards, the Displaced Janitorial Opportunity Act, Section 1 Chapter 4.5 (commencing with Section 1060) added to part 3 of Division 2 of the California Labor Code, applicable state and labor standards, prevailing wage requirements, the City zoning and development standards, City permits and approvals, building, plumbing, mechanical and electrical codes, as they may apply, and all other provisions of the City and its Municipal Code (as they may apply), and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disability Act, 42 U.S.C. § 12101 et seg., Government Code § 4450 et .serf., and the Unruh Civil Rights Act, Civil Code § 51 et seq. 6 25D -8 16. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terns of this Agreement, and shall indenmify City frilly, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: MARIA HUIIAR Cleric of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney P Laura A. Rossini Senior Assistant City Attorney CITY OF SANTA ANA DAVID CAVAZOS City Manager CONTRACTOR LINEAR SYSTEMS By: (Name (Title) Tax. ID 7 25D -9 EXHIBIT A s 25D -10 LINEAR SYSTEMS 8403 MaplePl" Rancho Cucamonga CA, 91730 909.8994345 909. 8994346 FAX BILL TO City of Santa Ana Purchasing Division M -16 20 Civic Center Plaza Rnr 429 $ante Ana, CA 92701 Sharon Hair (714)647 -5467 SHIP TO Santa Ana PD Photo Lab 60 Civic Center Plus Santa Ana, CA. 92702 Attn: Hea8ler Under Account# SAN8471 INVOICE DATE INVOICE # 8/19/2013 20139632 P.O. # TERMS REP SHIP VIA FOB SHIP DA... DUEDATE INVOICED Net 30 JH NIA Source 8/19/2013 911812013 07/01/2013 ITEM DESCRIPTION QTY B10 UST $ UNIT $ TOTAL LSH00DSD Linear I Year Depot Warranty for Enhanced Digital Acquisition Station 1 2,750.00 2,750,00 LSII OOISO Linear l Year On -Site Warranty for dmageserver 1 8,750.00 8,750.00 LSI1000SIT Linear 1 year on -site maintenance & support for Database Case 1 3,500.0 3,500.00 Management Rack Server 1,811000SIT Linear I year onsite maintenance & support for Linear PDD Library 1 8,750.0 8,750.0 LSI1000SWAE Linear Iyear additional warranty Forensic Services Field Personnel Kits I 2,985,75 2,985.75 LSI1000SWAE Linear l year additional warranty Forensic Services Lab Kit 60D 1 975.00 975.00 LSIl000SWAE Linear 1 year additional warranty Forensic Services Lab Kit XLf2 1 215.00 215.00 LSI1000SWAE Linear l year on -site maintenance& support for Digital Output Devices 1 5,400.00 5,400.00 DISCOUNT Discount - 3,326.75 - 3,326.75 * "Warranty to Cover Period From; 7/1/2013 through 6/30/2014 ** 'B '-° �, �L48 ✓9 d e.7 �o \0 . Thank you for your business. ® /,0 � e Z —P Sales Tax (9.0 %) $0,001 %r YiFS.�*+vA°5� COYJ.O/� j�Ppr'aB'?✓�: Total $29,999.00' Balance Due $29,999.00' 20% restocking fee on tall returned merchandise. 50% restocking fee on special orders or on product returned without all original packing materials. No returns on software . All products will be considered shipped complete and undamaged miles %Linear is notified odrenvise within 48 hours, No returns without a RMA A issued by Linear. All products carry manufacturers warranty only unless specified in writing, All additional service contracts (Preferred Customer Program) must be listed on invoice, Signature on invoice or acceptance of shipment acknowledges receipt of order. Customers with past due invoices will not be shipped any new orders or RMAs. Past due invoices from the date of invoice will be charged .25% interest per day as per Department of General Services Prompt Payment Act. Linear Systems is a CERTIFIED SMALL BUSINESS with the Department of General Services, RET 90020657. This requires all customers and agencies to be in compliance with prompt payment terms. 25D-1 1 25D -12