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HomeMy WebLinkAbout20B - AA - PEN-LINK SYSTEMREQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MARCH 1, 2016 TITLE: AGREEMENT FOR PEN -LINK SYSTEM PURCHASE AND MAINTENANCE AND APPROPRIATION ADJUSTMENT (STRATEGIC PLAN GOAL NO. 1, 5) CITY MANAGEIT RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED C7 As Recommended 71 As Amended 171 Ordinance on let Reading ® Ordinance on 2°° Reading [] Implementing Resolution dSet Public Hearing For CONTINUED TO FILE NUMBER 1. Authorize the City Manager and Clerk of the Council to execute a memorandum of agreement with the Federal Bureau of Investigation for the reimbursement of costs in an amount of $150,000 associated with the purchase and the City's agreement to maintain a Pen -Link PLX wire room monitoring and analysis system, subject to non - substantive changes approved by the City Manager and City Attorney, 2. Authorize the City Manager and Clerk of the Council to execute an agreement with Pen -Link, Ltd. for the purchase and maintenance of a Pen -Link PLX wire room monitoring and analysis system, for the period of March 1, 2016 through February 28, 2020 in an amount not to exceed $228,182, subject to non - substantive changes approved by the City Manager and City Attorney. 3. Approve an appropriation adjustment to recognize $150,000 in reimbursement funds from the Federal Bureau of Investigation in the Police Department's Miscellaneous Recoveries revenue account (no. 01114002 57402) and appropriate same amount to the Crimes Against Persons expenditure account (no. 01114440 - 66400). DISCUSSION The Santa Ana Police Department has a long standing partnership with the Federal Bureau of Investigation (FBI). The FBI has agreed to reimburse the City for a Pen -Link PLX wire room monitoring and analysis system to the Santa Ana Police Department to assist with complex investigations (Exhibit 1). The PLX system is Pen - Link's most updated wire room monitoring system and analysis tool. Pen -Link PLX will provide the Santa Ana Police Department with 12 workstations as opposed to the 10 current outdated workstations. 20B -1 Agreement and AA for Pen -Link System March 1, 2016 Page 2 Pen -Link PLX utilizes a Rimage system that eliminates the need for the jukebox that is currently used by the current system to house the evidence DVDs. The investigative tool incorporated into the Pen -Link PLX system allows for investigative analysis of individuals, groups and phone numbers at any workstation. This tool allows for link analysis for targets that could assist any investigation with actionable information or leads. The current system only allows for statistical analysis and filtered searches and is not formulated to accommodate extensive inquiries. Pen -Link PLX has a separate server for IP addresses which would allow live interception of communication over the internet (i.e. Facebook messages, Twitter, Viber, etc.). Pen -Link PLX allows for internet access at each workstation terminal for open source internet checks and research, a feature that is not available with the current system. Any research relevant to a call intercepted with the current system must be done on a secondary device (laptop) and then referenced on the respective call session notes. Pen -Link PLX allows for remote access use by outside agencies via a web link, which would allow the outside agency to remotely access the system and monitor telecommunication. The cost of the Pen -Link system is $150,000, which will be reimbursed by the FBI. The Santa Ana Police Department will be responsible for the system maintenance costs, which is further outlined in the agreement (Exhibit 2). The first year's maintenance costs will be covered by the purchase of the system. The following three years will be covered by the Santa Ana Police Department. The maintenance costs for years 2 -4 will be $24,800, $26,040, and $27,342, respectively, for a three -year total of $78,182. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 1 - Community Safety, Objective #5, (provide high quality Police and Fire /Emergency Medical Services response within the City of Santa Ana). 20B -2 Agreement and AA for Pen -Link System March 1, 2016 Page 3 FISCAL IMPACT An appropriation adjustment will recognize $150,000 in reimbursement funds from the Federal Bureau of Investigation in the Police Department's Miscellaneous Recoveries revenue account (no. 01114002 57402) and appropriate same amount to the Crimes Against Persons expenditure account (no. 01114440 -66400). Funds in the amount of $228,182 will be budgeted in the Police Department Crimes Against Persons contract services account (no. 01114440 - various) for the following fiscal years: FY 2015 -16 FY 2016 -17 FY 2017 -18 FY 2018 -19 FY 2019 -20 Total Carlos Rojas Chief of Police Santa Ana Police Department Exhibits: $150,000.00 $ 8,266.67 $ 25,213.33 $ 26,474.00 $ 18,228.00 $228,182.00 1. Memorandum of Agreement with FBI 2. Agreement with Pen -Link APPROVED AS TO FUNDS AND ACCOUNTS: Francisco Gutierrez 7V y Executive Director Finance & Mgmt. Services Agency 411W - r�- MEMORANDUM OF AGREEMENT BETWEEN THE FEDERAL BUREAU OF INVESTIGATION nom THE SANTA ANA POLICE DEPARTMENT 1. PURPOSE: The purpose of this Memorandum of Agreement (MOA) between the Federal Bureau of Investigation (FBI) and the Santa Ana Police Depaitnent (SAPD), hereinafter referred to as the "parties ", is to define the scope of work and responsibilities of the parties concerning funding for the equipment costs associated with their participation in the FBI's Santa Ana Gang Task Force ( SAGTF), an FBI Safe Streets Task Force. 2. BACKGROUND; Pursuant to a 2006 joint agreement between the FBI Los Angeles Field Office and the SAPD, the FBI provided the initial funding for the purchase of JSI wire room equipment for the SAPD, which has since been primarily utilized by the SAGTF, As per the 2006 agreement, the SAPD incurred and has paid the annual service and maintenance fee for this technology at an annual cost of $25,000.00 per year. In 2014, the manufacturer of the equipment, JSI, implemented a software upgrade, which also requires a corresponding hardware upgrade, As such, the wire room is currently in need of a hardware upgrade as well as the replacement of its current servers said computers. The JSI quoted cost for this upgrade is $135,710.00. This quote does not include the estimated $25,000.00 armual maintenance fee. The SAGTF sought competitive bids for this technology and prefers the new PEN -LINK system. The PEN -LINK system offers upgraded analytical capabilities, internet access, and two additional work stations for a total purchase cost of $150,000.00. This PEN -LINK quote does not include the estimated $25,000.00 annual maintenance fee. The SAGTF may be the only FBI Safe Streets Task Force uniquely housed at a municipal police agency with a stand -alone wire room. Much of the SAGTF's success can easily be attributed to this unique structure. Being housed at the SAPD grants SAGTF Agents and TFOs direct access to the SAPD's Gang Unit, Homicide Unit, street enforcement teams, as well as other law enforcement agencies in and around Orange County. This upgrade will undoubtedly continue to benefit this mutual and productive relationship. The FBI's Criminal Investigative Division, Violent Crime and Gang Section, Safe Streets and Gang Unit, has secured $150,000.00 needed to purchase the PEN -LINK system during Fiscal Year 2016. The SAPD will be responsible for the continued amoral service and maintenance fees pursuant to the 2006 agreement. Exhibit I rl- 3. AUTHORITY: The FBI is entering into this MOA under the authority provided by 28 U.S.C. §§ 533, 530(C) and 28 C.P.R. § 0.85. 4. SCOPE: This MOA defines the terms and conditions for funding by the FBI of expenditures incurred by the SAPD in equipping the task force with wire room equipment and is agreed upon by the parties as follows: Contingent on the availability of funds through the FBI Los Angeles Field Office, Criminal Investigations Division, the FBI will provide funding to the SAPD for equipment for the SAGTF. The following are expenditures, submitted through invoices from the SAPD to the FBI for the equipment provided for use by the SAGTF: ITEM QUANTITY QUANTITY UNIT TOTAL REQUESTED APPROVED PRICE Equipment to be See Attached. purchased (detailed information required) Shipping Total $150,000.00 S. FUNDING: The FBI hereby agrees, assuming funds are made available, to reserve within its financial management system a sum of appropriated funds not to exceed $150,000.00. These reserved fiords will be provided to the SAPD for the planning, development, and execution of the wire room equipment provided for use by the SAGTF. The SAPD shall retain ownership of the equipment and all subsequent support and repairs shall be borne by the SAPD and not by the FBI. The execution of a purchase and maintenance agreement is contingent upon the appropriation of funding by the City Council for this purpose. 6. LIABILITY: The parties agree that each party is responsible for the negligent and wrongful acts and omissions by its employees. In addition, the parties agree that should a claim arise under the terms and conditions of the Federal Tort Claims Act (FTCA), Title 28, United States Code, Sections 1346 and 2671 et seq., for the negligent and wrongful act and omission by either party's employee in the performance of assigned task force duties, the FBI shall be responsible for the investigation and disposition of said claim. Nothing herein should be construed as supplanting any applicable statute, rule or regulation. 7. POINTS OF CONTACT: The FBI and the SAPD will assign points of contact (POCs) for this agreement. The POCs will address and resolve all issues related to this agreement. The parties agree to coordinate liability issues, jurisdictional matters, and any other issues through their designated POC. rI- 8. SETTLEMENT OIL' DISPUTES: Disagreements between the parties arising under or relating to this MOA will be resolved only by consultation between the parties and will not be referred to a local, state, or federal court, 9. AMENDMENT, TERMINATION, ENTRY INTO FORCE, AND DURATION a. All activities of the parties under this MOA will be carried out in accordance with the terms and conditions of this MOA. b, Except as otherwise provided, this MOA may be amended by the mutual written consent of the parties' authorized representatives. 10. FORCE AND EFFECT This MOA, which consists of 10 Sections on 3 pages, will enter into effect upon signature of all parties and will remain in effect for the duration of the SAGTF, This MOA is the complete and exclusive statement of agreement between the parties with respect to the FBI's funding to the SAPD for the costs associated with the purchase of the above listed equipment to be utilized by the SAGTF. This MOA supersedes all written and oral proposals and other communications between the parties. All activities of the parties under this MOA will be carried out in accordance with the terms and conditions of this MOA, Nothing in this MOA is intended to create, nor does it create, an enforceable legal right or private right of action. The foregoing represents the understandings reached between the FBI and the SAPD upon the matters referred to herein. FOR THE FEDERAL BUREAU OF INVESTIGATION Signature Sal J. Randazzo Acting Special Agent in Charge FBI Los Angeles Field Office Date Signature Tammi L. Chapman Date Financial Manager FBI Los Angeles Field Office FOR THE SANTA ANA POLICE DEPT. SEE ATTACHED Signature Date Carlos Rojas Chief of Police Santa Ana Police Department 20B-7 ATTEST: CITY OF SANTA ANA MARIA HUIZAR DAVID CAVAZOS Clerk of the Council City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: Carlos Rojas Chief of Police r1- EQUIPMENT PURCHASE AND MAINTENANCE AGREEMENT THIS AGREEMENT is made and entered into this 1 st day of March, 2016 by and between Pen - Link, Ltd., a Nebraska corporation (hereinafter "Consultant "), 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 consultant having special skill and knowledge in the field of equipment necessary for a wire room monitoring and analysis system and maintenance of said system. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. 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 Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. The total amount expended under this Agreement shall not exceed $228,182. $150,000 will be for purchase of the equipment which will include the Pen Link PLX system, 12 workstations, and the first year of maintenance. $78,182 will be for the system maintenance costs in years 2 -4 which will be $24,800, $26,040, and $27,342, respectively. b. Payment by City shall be made within forty -five (45) days following receipt of proper invoice evidencing work performed, subject to City's 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. TERM This Agreement shall commence on the date first written above and terminate on February 28, 2020 unless terminated earlier in accordance with Section 14, below. The term of this Agreement may be extended upon a writing executed by the parties. Exhibit 2 rl- • 4. INDEPENDENT CONTRACTOR Consultant shall, 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 Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant 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, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant 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 Consultant'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, with $2,000,000 in the aggregate. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant 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, Consultant agrees to obtain and maintain any employer's liability Insurance with limits not less than $1,000,000 per accident. d. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. 20B -10 (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (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, e. If Consultant 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 affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, their officers, agents, employees, consultants, 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 death, and claims for property damage, which may arise from the direct or indirect operations of the Consultant 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 terms of, or effects, arising from this Agreement. Consultant 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. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 7. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, their officers, agents, representatives, and employees against any and all liability from third parties, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs; contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 20B -11 goomog .•. Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City and Anaheim for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City and /or Anaheim to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 9. CONFIDENTIALITY If Consultant or City receive from each other information which due to the nature of such information is reasonably understood to be confidential and /or proprietary, the parties agrees that they shall not use or disclose such information except in the performance of this Agreement, and further agree to exercise the same degree of care it uses to protect its own information of like 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 Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the either party without reference to information disclosed by the other party. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. 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 fax 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 1988 Santa Ana, CA 92702 -1988 Fax 714- 647 -6956 20B -12 With courtesy copies to: And Chief of Police City of Santa Ana 60 Civic Center Plaza (M -97) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -8007 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax 714- 647 -6515 To Consultant: Pen -Link, Ltd. 5936 VanDervoort Drive Lincoln, Nebraska 68516 Fax 402- 421 -9287 A party may change its address by giving notice in writing to the other parties. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, 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 fax, 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. 12. EXCLUSIVITY AND AMENDMENT This Agreement, the Contractor's terms and conditions on the invoice, and the Contractor's end user license agreement except section 15 (attached as Exhibit "C ") represent the complete and exclusive statement between the City, and Consultant, and 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 Consultant. 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 Consultant or 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 are not embodied herein. 20B -13 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant 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 subject to this Agreement performed by City personnel or by other consultants retained by City. 14. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions; As a condition of such payment, City 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 deem appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. DISCRIMINATION Consultant 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. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 16. JURISDICTION -VENUE 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. All 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. 17. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana, and all other governmental agencies. Consultant shall notify the City and Anaheim immediately and in writing of its inability to obtain or maintain such 20B -14 permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 18. 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 terms of this Agreement, and shall indemnify City fully, 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 D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Laura A. Rossini Senior Assistant City Attorney RECOMMENDED FOR APPROVAL: CARLOS ROJAS Chief of Police CITY OF SANTA ANA DAVID CAVAZOS City Manager PEN -LINK. LTD. Tax ID# 20B -15 (Title) (Name) EXHIBIT A SCOPE OF SERVICES AND RATES OR CHARGES 20B -16 PEN -LINK, LTD 5936 VanDervoort Drive Lincoln, NE 68516 PH: (402)- 421.8857 Bill To: Santa Ana PD -Santa Ana -ND Invaae 14367 Date 2/19/2016 Page 11 Ship To: Contract Numher Purchase Order No Customer ID Sales erson ID 5hi in Method Po`ment Terms Ship Date SANPD- 0001 -01 JMS Net $0 2/19/2016 Ordered - Item Number I Description Unit Price - Ext. Price 1 C- SF•LINADM LINCOLN Telephony Services $5,000.00 $5,000:00 1 C- SE- LINADM LINCOLN IP Services $5,000.00 $5,000.00 12 C- CAL - PLX - INCT -FUL PLX - INTERCEPT CAL $7,975.00. $95,700.00 12 C- CAL - PLX - IPWIRE -A PLX - IP WIRE CAL (Add-on: Data :Source) $5,000.00 $50,000.00 12 C- CAL -PLX -INCT -ADD PLX - INTERCEPT CAL (Add -on: Pen - Proxy) $798.00 $9,576.00 12 C -SF- TARGET Target Channels $7,500.00 $90,000.00 1 &HARDWARE- PLX Server $9,810.23 $9,810.23 1 C- HARDWARE Telephony Recording Server $8,437.73 $8,437.73 1 C- HARDWARE PRI E1rr1 Card $6,736.25 $6,736.25 1 C- HARDWARE APO 241420 Rack .$1,554.91 $1,554.91 1 C- HARDWARE Tripplite 17" 6 -port console KVM $1,340,60 $1,340.60 2 C- HARDWARE APO Rack Mount 1000W /l500VA UPS $787.99 $1,575.98 1 &HARDWARE Dell Powerconnect 48 -port Switch $1,091.93 $11091.93 3 C- HARDWARE Tripplite USB KVM Cable $37.30 $111.90 1 C- HARDWARE Miss. Networking Supplies $550.00 $550.00 1 C- HARDWARE CISCO VPN Router 550 Package, 25 Tunnels $1,962.05 $1,962.05 1 C- HARDWARE External RDX Single Drive w/ 1 year supped $170.16 $170.16 2 &HARDWARE RDX 1T6 Cartridge $210.01 $420.02 1 C- HARDWARE Network Attached Storage(NAS) $2,174.70 $2,174.70 1 C- HARDWARE Rlmage 5000N Series Burn -on- demand System $13,732.00 $13,732.00 12 C- HARDWARE Dual Monitor Monitoring Workstation $1,945.76 $23,349.12 12 &HARDWARE Windows Server Device CAL $24.51 $294.12 1 C- HARDWARE Microsoft Outlook $66.63 $66.63 1 &HARDWARE -NETO Netop Guest $251.00 $251.00 1 SC- INSTALL Lincoln Service Install $10,000.00 $10,000.00 1 SA- PLX101 PLX 101 Training $13,910.00 $13,910.00 1 C- HARDWARE -SHIP Hardware Shipping $660.00 $660.00 1 DISCOUNT ($213,475.33) ($213,475.33) 1 C- MAINT- PREMIUM Option Year 1 Maintenance $24,800.00 $24,800.00 1 C- MAINT - PREMIUM Option Year 2 Maintenance $26,040.00 $26,040.00 1 C- MAINT - PREMIUM Option Year 3 Maintenance $27,342.00 $27,342.00 Please Remit to Above Address I Subtotal 2za,laz.o0 Tax 0.00 Total $22x,182,00 20B -17 EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company This endorsement modifies such insurance as is afforded by the provisions of Policy # relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ( "additional insureds ") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective Policy # _ Issued to this endorsement form as a part of Named Insured Countersigned by l+ 1 - Authorized Representative EXHIBIT C END USER LICENSE AGREEMENT 20B -19 ,. PEN - L 1.�1 It's the Key END-USER LICENSE AGREEMENT Please read the terms of this "End -User License Agreement" ( "EULA ") carefully. The EULA is a legal agreement between you, the end -user (any agency or company that the end user represents, or that employs the and user, are collectively referred to as the "USER'), and Pen -Link, Ltd. ( "PEN- LINK') for the Pen -Link computer software accompanying this End -User License Agreement, and any associated media, printed materials and any "online" or electronic documentation (collectively, "SOFTWARE'). This SOFTWARE does not include source code. Any updates or upgrades to such SOFTWARE that USER is entitled to receive and that has been provided to the USER by PEN -LINK shall also mean SOFTWARE for purposes of this EULA. 1. GRANT OF LICENSE: The SOFTWARE is licensed, not sold. By distributing, installing, copying or otherwise using the SOFTWARE, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, you are not permitted to distribute, install, copy, or use the SOFTWARE. The USER assumes complete responsibility for the selection of the SOFTWARE to achieve the intended results, and for the installation, use and results obtained from the SOFTWARE 2. RESTRICTIVE USE: USER may not, without PEN- LINK's prior written consent, conduct, cause or permit the: (1) use, copying, modification, rental, lease, sublease, sublicense, publicly display, publicly perform, or transfer of the SOFTWARE except as expressly provided in this EULA; (ii) creation of any derivative works based on the SOFTWARE; (iii) reverse engineering, disassembly, or decompiling of the SOFTWARE; (iv) use of the SOFTWARE in connection with service bureau, facility management, timeshare, service provider or like activity whereby USER operates or uses the SOFTWARE for the benefit of a third party; (v) use of the SOFTWARE by any party other than the USER; (vi) use of a later version of the SOFTWARE other than the version that accompanies this EULA unless USER has separately acquired the right to use such later version through an additional end -user license agreement; nor (vii) use of the SOFTWARE above the quantity that have been licensed to USER under this EULA (the quantity is calculated using license use meter or model by which PEN -LINK measures, prices and licenses the right to use the SOFTWARE in affect at the time an order is placed for such SOFTWARE). In addition, USER shall not release the results of any benchmark testing of the SOFTWARE to any third party without the prior written consent of PEN -LINK. 3. COPYRIGHT: This SOFTWARE, its documentation, and other accompanying and supporting materials are copyrighted property of PEN. LINK, and protected by copyright laws and international copyright treaties. PEN -LINK retains ownership of the SOFTWARE, documentation, and accompanying and supporting materials. 4. SUPERCEDING CONTRACTS: Part or all of the EULA may be superseded or augmented by one or more additional contracts or provisions (collectively, "PROVISIONS") between the USER, or the purchasing agency associated with the USER and PEN -LINK. It is the USER's responsibility to be aware of any such PROVISIONS and of the terms and limitations specified by such PROVISIONS, Any and all additional PROVISIONS are subject to the terms of this EULA unless otherwise specified in the PROVISIONS and, except as otherwise expressly provided in the PROVISIONS, in the event of any conflict between the terms of this EULA and the terms of any PROVISION, this EULA shall control. 5. LIMITED WARRANTY: ANY USE OF THIS SOFTWARE IS AT THE USER'S RISK. TO THE MAXIMUM EXTENT ALLOWED BY LAW, PEN - LINK DISCLAIMS ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A 5.944 VanDervoort Drive I Lincoln, . NE 685161 492.421.8857 I. Fax 402.421.9287 I penlink.com Copyright ©1997. 2016; Pen -Link, Ltd. 20B -20 E LV _ V ._." _. ----- ItstheKey" -- PARTICULAR PURPOSE. THE END USER ASSUMES ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, THE USER (NOT PEN -LINK) ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. PEN -LINK does not warrant that the functions contained in the SOFTWARE will meet the USER's requirements or that the operation of the SOFTWARE will be uninterrupted or error free. PEN -LINK warrants the media on which the SOFTWARE is furnished to be free from defects in materials and workmanship under normal use for a period of ninety (90) days from the date of delivery to the USER, as evidenced by a copy of the USER's purchase order. 8. LIMITATIONS OF REMEDIES: PEN- LINK's entire liability and the USER's exclusive remedy shall be the replacement of any distribution media not meeting PEN -LINK LIMITED WARRANTY as stated above that are returned to PEN- LINK„ at the address shown below, with a copy of the USER's purchase order: Pen -Link, Ltd. 5944 VanDervoort Drive Lincoln, NE 68516 IN NO EVENT WILL PEN -LINK BE LIABLE FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF PEN -LINK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. 7. SUBSCRIPTION BASED SOFTWARE PROVISION: If USER acquires SOFTWARE on a limited -time, subscription -based license ( "SUBSCRIPTION LICENSE "), the SOFTWARE is only functional to the USER during the effective period of performance as outlined in the SUBSCRIPTION LICENSE purchase agreement (e.g., a quote, a purchase order, an invoice or other purchasing document between the USER and PEN -LINK that outlines a period of performance, collectively "SUBSCRIPTION PURCHASE AGREEMENT ") provided to the USER upon purchase of the SUBSCRIPTION LICENSE. At the end of the period of performance as defined in the SUBSCRIPTION PURCHASE AGREEMENT, the SUBSCRIPTION LICENSE will expire and the SOFTWARE shall cease to function until USER renews the SUBSCRIPTION LICENSE. PEN -LINK is not responsible for notifying USER of any pending SUBSCRIPTION LICENSE expiration. USER must contact PEN -LINK to renew SUBSCRIPTION LICENSE before expiration to avoid an interruption in SOFTWARE functionality. 8. SOFTWARE MAINTENANCE AND SUPPORT PROVISION: USER may acquire under a separate agreement ( "MAINTENANCE AND SUPPORT AGREEMENT "), software maintenance and support services (collectively, "MAINTENANCE AND SUPPORT ") from PEN -LINK pursuant to the then applicable PEN -LINK Maintenance and Support Terms and Conditions (MAINTENANCE AND SUPPORT PROVISIONS) and the then list price in effect at the time the MAINTENANCE AND SUPPORT AGREEMENT is executed. The MAINTENANCE AND SUPPORT PROVISIONS can be provided to the USER upon request to PEN-LINK. 9, SERVICES PROVISION: USER may acquire under a separate agreement ( "SERVICES AGREEMENT "), education, installation, implementation, configuration, professional or consulting services (collectively, "SERVICES ") from PEN -LINK pursuant to the then applicable SERVICES policies and the then list price in effect at the time the SERVICES AGREEMENT is executed. The SERVICES to be performed are outlined in the SERVICES purchase agreement (e.g., a quote, a purchase order, an invoice or other purchasing document between the USER and PEN -LINK that outlines the SERVICES purchased, collectively "SERVICES PURCHASE AGREEMENT "). 10. GOVERNING LAW: 5944 VanDervoort Drive I Lincoln, NE 68516 1 402.421.8857 I Fax 402429.9287 I ponlink.com Copyright ©1997, 2016, Fen•Llnk, . Ltd. 20B -21 PEST_° L K _ ___._. - - - -. It's the Key" This EULA is governed by and construed in accordance with the laws of the State of Nebraska without regard to its conflicts of laws provisions. USER agrees to first negotiate and mediate disputes. If such efforts are unsuccessful within 90 days of written notice of dispute, as a last resort, USER submits to the jurisdiction of the federal and state courts of the State of Nebraska, and agrees that the exclusive venue for any and all actions related hereto shall be in such courts. 11. EXPORT CONTROL: USER shall comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws to assure that neither the SOFTWARE, nor any direct product thereof, are exported, directly or indirectly, in violation of applicable laws. 12. SEVERABILITY: If any provision of this EULA shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired. 13. NO WAIVER: No waiver of any breach of any provision of this EULA shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. 14. TERMINATION: USER shall discontinue use and destroy, or return, to PEN -LINK all copies of the SOFTWARE and any SOFTWARE documentation upon the termination of this EULA. 15. ENTIRE AGREEMENT: This EULA sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. Neither party has relied upon any prior or contemporaneous communications. 16. EXECUTION IN COUNTERPARTS: This EULA may be executed in one or more counterparts. Each counterpart will be an original, but all such counterparts will constitute a single instrument. 17, ORACLE PROVISIONS: This provision refers to Oracle America, Inc. ( "ORACLE ") A. RESTRICTIONS & LIMITATIONS Use of the embedded database and related software programs contained within the SOFTWARE (collectively referred to as "ORACLE PROGRAMS ") shall be limited to the USER as specified in this EULA. USER hereby understands that the ORACLE PROGRAMS are subject to a restricted license, and the ORACLE PROGRAMS can only be used in conjunction with the SOFTWARE and that USER is not permitted to modify the ORACLE PROGRAMS. Use of the ORACLE PROGRAMS shall be restricted to the scope of the SOFTWARE and to the internal business operations of the USER. USER may permit its agents or contractors, including, without limitation, outsourcers, to use the SOFTWARE on the USER's behalf for the USER's internal business operations, subject to the terms of this EULA. USER shall be responsible for the USER's agent's, contractor's, and /or outsourcer's use of the SOFTWARE and compliance with this EULA. PROHIBITED ACTIONS USER shall be prohibited from (a) transferring the ORACLE PROGRAMS except for temporary transfer in the event of computer malfunction, and (b) assigning, giving, or transferring the ORACLE PROGRAMS or an interest In the ORACLE 5944 VanDervoort Drive I Lincoln, NE 685161 402.421,88571 Fax 402.421.92871 penlink.com Copyright ©1997- 2016, Pen - Link, Ltd. 20B -22 QD PE_ 1v -L K PROGRAMS to another individual or entity. In the event USER grants a security interest in the ORACLE PROGRAMS, the secured party has no right to use or transfer the ORACLE PROGRAMS, USER shall be prohibited from use of the ORACLE PROGRAMS for rental, timesharing, subscription service, hosting, or outsourcing, USER shall be prohibited from removing or modifying any ORACLE PROGRAMS markings or any notice of ORACLE's or its licensors' proprietary rights. USER shall be prohibited from making the ORACLE PROGRAMS available in any manner to any third party for use in the third party's business operations, unless such access is expressly permitted for in the relevant ORACLE PROGRAMS' program license. This Agreement does not convey title in the ORACLE PROGRAMS to the USER er any other party USER shall be prohibited from reverse engineering, unless required by law for interoperability, disassembly or decompilation of the ORACLE PROGRAMS. The foregoing prohibition includes, but is not limited to review of data structures and /or similar materials produced by ORACLE PROGRAMS. USER shall be prohibited from duplicating the ORACLE PROGRAMS except for a sufficient number of copies of each program for USER's licensed use and one copy of each program media. USER shall be prohibited from publishing any results of benchmark tests run on the ORACLE PROGRAMS, C. EXPORT CONTROL USER shall comply fully with all relevant export laws and regulations of the United States and other applicable export and import laws to assure that neither the ORACLE PROGRAMS, nor any direct product thereof, are exported, directly or indirectly, in violation of applicable laws. D. ORACLE INTELLECTUAL PROPERTY ORACLE, or its licensors, retains all ownership and intellectual property rights to the ORACLE PROGRAMS. E. ORACLE'S ROLE IN AGREEMENT USER hereby disclaims, to the extent permitted by applicable law, ORACLE's liability for (a) any damages, whether direct, indirect, incidental, special, punitive or consequential, and (b) any loss of profits, revenue, data or data use, arising from the use of the ORACLE PROGRAMS. ORACLE is hereby designated as a third party beneficiary of this EULA, Nothing in this EULA shall require ORACLE to perform any obligations or incur any liability not previously agreed to between PEN - LINK and ORACLE. UNIFORM COMPUTER INFORMATION TRASACTIONS ACT The Uniform Computer Information Transactions Act shall not apply to this EULA, the SOFTWARE, any updates, any upgrades, the ORACLE PROGRAMS, or associated documentation related hereto. G. AUDITS USER shall permit PEN -LINK to audit USER's use of the ORACLE PROGRAMS, and USER shall provide reasonable assistance and access to information in the course of such audit and permit PEN -LINK to report the audit results to ORACLE or to assign its right to audit USER's use of the ORACLE PROGRAMS to ORACLE. If PEN -LINK assigns its right to audit to ORACLE, then ORACLE shall not be responsible for any of PEN -LINK or USER's costs incurred In cooperating with the audit. Fl. TERMINATION OF AGREEMENT USER shall discontinue use and destroy, or return, to PEN -LINK all copies of the ORACLE PROGRAMS and any ORACLE PROGRAMS' documentation upon the termination of this EULA. 5944 VanDervourt Drive I Lincoln, NE 685161 482.421.88571 Fax 492,421.9287 I penlink,com Copyright © 1997.2816, Pon-Link, Ltd, 20B -23 PE.'L?_. N ___. w it's the Key" I. MISCELLANEOUS USER is hereby informed that some ORACLE PROGRAMS may include source code that ORACLE may provide as part of its standard shipment of such programs. The source code shall be governed by the terms of this EULA. Further, third party technology that may be appropriate or necessary for use with some ORACLE PROGRAMS is specified in the SOFTWARE documentation or as otherwise notified by PEN -LINK, and such third party technology is licensed to USER only for use with the SOFTWARE under the terms of the third party license agreement specified in the SOFTWARE documentation or as otherwise notified by PEN -LINK and not under the terms of this EULA. 5,944 VanPervoort drive I Lincoln, NE 68516 1 402421,8857 1 Fax 402.421.8287 1 pen ink.com Copyright ©1907.2016, Pen -Link, Ltd. 20B -24