HomeMy WebLinkAboutContractCAG-10-089
City of
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City of Renton Technology Contract
For Police Digital In -Car Video System
THIS CONTRACT, made this Day of , 2010, by and between the City of Renton, Washington,
an Optional Code city and a political subdivision o he S to of Washington (hereinafter "City") and Coban Technologies,
Inc. with its principal place of business at 12503 Exchange Drive Suite 536 Stafford, Texas 77477 (hereinafter
"Contractor").
WITNESSETH:
WHEREAS, the City has caused Contract documents for:
Contract No. CAG-10-089
Contract Title . Police Dieital In -Car Video Svstem
to be prepared for certain Work as described therein; and
WHEREAS, the Contractor has assured the City that it has the specialized expertise and experience necessary to
properly Provide the goods and Services in a timely manner and that its proposal includes all of the functions and
features required for the goods and Services; and
WHEREAS, the City has accepted the Contractor's offer to provide the goods and Services in accordance with the
Contract's terms, Scope of Work, Request for Proposal (RFP) documents and Vendor's Response to RFP; and
WHEREAS, by executing this Contract, the Contractor represents that the waiver of the Contractor's immunity
under industrial insurance, Title 51 RCW, as set forth in the Contract documents was mutually negotiated by the parties;
and
NOW THEREFORE, in consideration of the mutual covenants and agreements of the parties herein contained and
to be performed, the Contractor hereby agrees to supply the goods and Services at the price and on the terms and
conditions herein contained, and to assume and perform all of the covenants and conditions herein required of the
Contractor, and the City agrees to pay the Contractor the Contract price provided herein for the supply of the goods and
Services and the performance of the covenants set forth herein.
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THE FURTHER TERMS, CONDITIONS AND COVENANTS of the Contract are set forth in the following order of
precedence:
(1) Contract Amendment
(2) The Contract Document which includes this City of Renton Technology Contract and the following
Attachments, which are incorporated by this reference:
A. Price
B. Statement/Scope of Work
C. Fair Practices Policy Affidavit of Compliance
D. Affidavit and Certification Form (RFP Attachment B)
E. Software License Agreement
F. Maintenance Agreement
G. Contractor's Insurance Forms
H. Acord Form (RFP Attachment D)
(3) RFP Addenda
(4) Request for Proposals
(5) Best and Final Offer
(6) Contractor's Proposal
COBAN TECHNOLOGIES, INC CITY OF R TON
i
Au Io�i d Signature , Authorized Signature
Name and Title (Print or Type):
Date
Denis Law, Mayor
Name and Titles (Print or Type):
®/dyD
Effective Date
Attest:
Bonnie I. Walton, City Clerk
City of Renton Police Digital In -Car Video System Contract 2 1 P a g e
TABLE OF CONTENTS
DEFINITION OF WORDS AND TERMS.............................................................................................................................5
SECTION 1 STANDARD CONTRACTUAL TERMS AND CONDITIONS.............................................................7
1.1
Administration...........................................................................................................................................................................7
1.2
Contract Amendment..............................................................................................................................................................7
1.3
Termination for Convenience/Default/Non-Appropriation..................................................................................7
1.4
Force Majeure............................................................................................................................................................................8
1.5
Washington State Sales Tax..................................................................................................................................................8
1.6
Taxes, Licenses, and Certificate Requirements............................................................................................................9
1.7
Assignment..................................................................................................................................................................................9
1.8
Indemnification and Hold Harmless.................................................................................................................................9
1.9
Applicable Law and Forum................................................................................................................................................10
1.10
Conflicts of Interest and Non -Competitive Practices..............................................................................................10
1.11
Claims and Appeals...............................................................................................................................................................11
1.12
Mediation..................................................................................................................................................................................11
1.13
Maintenance of Records......................................................................................................................................................11
1.14
Other Public Agency Orders..............................................................................................................................................12
1.15
Environmental Purchasing Policy..................................................................................................................................12
1.16
Nondiscrimination and Equal Employment Opportunity.....................................................................................12
1.17
Severability..............................................................................................................................................................................14
1.18
No waiver of Breach.............................................................................................................................................................14
SECTION 2 SPECIFIC CONTRACTUAL TERMS AND CONDITIONS...............................................................15
2.1
Execution of the Contract...................................................................................................................................................15
2.2
Contract Term.........................................................................................................................................................................15
2.3
Notices........................................................................................................................................................................................15
2.4
Notices for Appeal: ................................................................................................................................................................
16
2.5
Payment Procedures............................................................................................................................................................16
2.6
Purchase Orders....................................................................................................................................................................A7
2.7
Pricing........................................................................................................................................................................................17
2.8
Shipping Charges...................................................................................................................................................................17
2.9
Acceptance Process...............................................................................................................................................................17
2.10
Final Acceptance Process...................................................................................................................................................17
2.11
Warranty Provisions............................................................................................................................................................18
2.12
Express Warranties for Services.....................................................................................................................................18
2.13
Express Warranties for Software....................................................................................................................................19
2.14
Express Warranties for Hardware.................................................................................................................................20
2.15
Warranty Remedies..............................................................................................................................................................20
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2.16 Defective Work.........................................................................................
2.17 Hardware and Software Warranty Process ..................................
2.18 Hardware and Software Maintenance ............................................
................................................................ 20
.................................................................... 20
................................................................ 21
2.19 Independent Status of Contractor..................................................................................................................................21
2.20 Non -Disclosure of Data.......................................................................................................................................................21
2.21 Non -Disclosure Obligation.................................................................................................................................................21
2.22 Public Disclosure Requests................................................................................................................................................21
2.23 Pricing of Spare Parts...........................................................................................................................................................21
2.24 Product Return.......................................................................................................................................................................22
2.25 No Prototype Components................................................................................................................................................22
2.26 Industrial and Hazardous Waste.....................................................................................................................................22
2.27 Prohibition onAsbestos-Containing Products..........................................................................................................22
2.28 Design Defects.........................................................................................................................................................................22
2.29 Changed Requirements.......................................................................................................................................................23
2.30 Software License....................................................................................................................................................................23
2.31 Disaster Recovery..................................................................................................................................................................23
2.32 Bug Status Reports................................................................................................................................................................23
2.33 Enhancements, Upgrades, Replacements and New Versions of Software.....................................................23
2.34 HIPAA — Protecting Patient Privacy...............................................................................................................................24
SECTION 3 INSURANCE REQUIREMENTS.............................................................................................................25
3.1 Evidence and Cancellation of Insurance......................................................................................................................25
3.2 Insurance Requirements.....................................................................................................................................................25
3.3 Minimum Limits of Insurance.......................................................................................................................................... 26
ATTACHMENTS
AttachmentA: Price......................................................................................................................................................................... 28
Attachment B: Statement of Work... 32
Attachment C: Fair Practice Policy Affidavit of Compliance...........................................................................................38
Attachment D: Affidavit and Certification Form.................................................................................................................. 39
Attachment E: Software License Agreement.........................................................................................................................40
Attachment F: Maintenance Agreement.................................................................................................................................42
Attachment G: Contractor's Insurance Forms......................................................................................................................49
AttachmentH: Acord Form.......................................................................................................................................................... 50
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DEFINITION OF WORDS AND TERMS
Words and terms shall be given their ordinary and usual meanings. Where used in the Contract Documents, the
following words and terms shall have the meanings indicated. The meanings shall be applicable to the singular, plural,
masculine, feminine and neuter of the words and terms.
Acceptable, Acceptance or Accepted: Written Documentation of the City's determination that the Contractor's Work has
been completed in accordance with the Contract.
Contract Amendment: A written change to the Contract modifying, deleting or adding to the terms or Scope of Work,
signed by both parties, with or without notice to the sureties.
Contract or Contract Documents: The writings and drawings embodying the legally binding obligations between the City
and the Contractor for completion of the Work under the Contract as set forth on Page 1 of this document.
Contractor: The individual, association, partnership, firm, company, corporation, or combination thereof, including joint
ventures, contracting with the City for the performance of Services or Work under the Contract.
Cost Analysis: The review, evaluation and verification of cost data and the evaluation of the specific elements of costs and
profit. Cost Analysis is the application of judgment using criteria to project from the data to the estimated costs in
order to form an opinion on the degree to which proposed costs represent what the Contract should cost, assuming
reasonable economy and efficiency.
Cam: City of Renton and its officers, employees, agents, contractors, and subcontractors.
Dom: Calendar Day.
Documentation: Technical publications and/or documentation relating to the use of the Software or Services to be
Provided and delivered by Contractor under this Contract, such as reference manuals, training manuals, user manuals,
maintenance manuals, installation, systems administration and technical guides designed to instruct the City on the
features, uses, and functions of the Software or Services.
Effective Date: The date the Contract is countersigned by the City.
Enhancement: Technical or functional additions to improve functionality and/or operations.
Error: An unanticipated Software problem resulting in program behavior not 1) following the Software's logical design, 2)
consistent with functionality described in Paragraph V Documentation, and/or 3) consistent with the requirements of
the Contract.
Final Acceptance: The point when City acknowledges that the Contractor has performed the entire Work in accordance
with the Contract.
Hardware: Tangible goods, excluding software and data, including, but not limited to, motherboard(s); firmware; memory;
internal or external expansion card(s); power supply(s); fan(s); storage controller(s); internal or external hard disk(s);
CD-ROM, DVD, Blu-Ray or other media drive(s); graphics controller(s); display screen(s); human interface devices e.g.
keyboard, mouse, track ball, touch pad, web camera, microphone; biometric readers e.g. fingerprint scanner(s), retina
scanner(s), voice print analyzer(s); security token(s) e.g. Express Card(s), Smart Card(s), PC card(s), USB token(s), crypto
key generator(s); software authorizing devices e.g. serial, parallel, or USB dongle(s); equipment or devices to connect
the computer to external peripheral equipment such as networks, printers or scanners; cable(s), coupler(s) or
adaptor(s); mounting or supporting device(s); housing(s); enclosure(s); external subsystems e.g. Ethernet switch(es),
storage system(s), tape drive(s), radios, communication systems, and/or UPS(s).
Object Code: The executable, machine-readable, form of a Software program. Object code is instruction code in machine
language produced as the output of a compiler or an assembler.
Person: Includes individuals, associations, firms, companies, corporations, partnerships, and joint ventures.
Price Analysis: The process of examining and evaluating a price without evaluating its separate cost elements and proposed
profit.
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Proiect Manager: The individual designated by the City to manage the project on a daily basis and who may represent the
City for Contract administration. This Contract may be part of a larger City project.
Project Sponsor: Individual designated by the City to conduct the Contract solicitation process, draft and negotiate
Contracts, resolves contractual issues and supports the Project Manager during Contract performance.
Provide: Furnish without additional charge.
RCW: The Revised Code of Washington.
Request For Proposal ("RFP"): The original "Request for Proposal" published by the City of Renton, including Addenda
thereto and written clarifications made by the City of Renton in response to vendor inquiries.
Response to RFP: Those documents and materials submitted by vendors to the City of Renton in response to the RFP.
Scope of Work ("SOW"): That Attachment to the Contract consisting of written descriptions of Services to be performed, or
the goods to be Provided or the technical requirements to be fulfilled under this Contract. From time to time in this
contract the Scope of Work may also be referred to as the Statement of Work.
Services: The furnishing of labor, time, or effort by a Contractor for the following, but not limited to: installation,
maintenance, support, configuration, custom Software, or consulting.
Software: All or any portion of the then commercially available version(s) of the computer executable programs and
Enhancements thereto, including Source Code, localized versions of the computer executable programs and
Enhancements thereto, including Source Code and Documentation licensed and delivered by Contractor to the City.
Source Code: A set of human readable instructions, written in a programming language, that must be translated to Object
Code before the program can run on a computer.
Subcontractor: The individual, association, partnership, firm, company, corporation, or joint venture entering into an
agreement with the Contractor to perform any portion of the Work covered by this Contract.
Update: All published revisions to the Documentation and copies of the revised, Enhanced, or modified Software, which
are not designated by Contractor as new products.
Upgrade: Subsequent releases of the Software and Documentation that generally have a new major version number, i.e.
version 6.3 to version 7.0.
Virus: Software code that is intentionally and specifically constructed for the purpose of destroying, interrupting or
otherwise adversely impacting other code or data in a computer, such as replicating itself or another program many
times without any useful purpose.
Work: Everything to be Provided and done for the fulfillment of the Contract and shall include all Software, Hardware and
Services specified under this Contract, including Contract Amendments and settlements.
Work Product: Ownership/Rights to Work Product, regarding City's rights to Work Product, includes, but is not limited to,
discoveries, formulae, ideas, improvements, inventions, methods, models, processes, techniques, findings, conclusions,
recommendations, reports, designs, plans, diagrams, drawings, Software, databases, documents, pamphlets,
advertisements, books, magazines, surveys, studies, computer programs, films, tapes, training guides, and/or sound
reproductions.
City of Renton Police Digital In -Car Video System Contract 6 1 P a g e
SECTION 1 STANDARD CONTRACTUAL TERMS AND CONDITIONS
1.1 Administration
This Contract is between the City and the Contractor who shall be responsible for Providing the Work described
herein. The City is not party to defining the division of Work between the Contractor and its Subcontractors, if
any, and the Scope of Work has not been written with this intent.
The Contractor represents that it has or shall obtain all personnel, materials and equipment required to perform
Work hereunder. In accordance with the FBI's Criminal Justice Information System Policy 4.5, all vendor
employees that might access City systems will be required to comply with the personnel security screening
requirements set forth in the policy. That screening may include, but is not limited to, a state of residency
fingerprint check and additional screening as deemed appropriate by the City. All screening will be done prior to
access to the City's systems, either from the vendor's site or the City's. Should the vendor send an employee
that has either not been screened, or fails the security screening, for any reason, the City retains the right to
turn away such employee and prohibit his/her access. All travel costs, if any, for such employee will be the
responsibility of the vendor. The City retains the right to approve vendor employees assigned to the project and
request a change of personnel based on employee performance. The City may refuse project staff for any
reason without recourse by the vendor.
The Contractor's performance under this Contract may be monitored and reviewed by City personnel. Reports
and data required to be Provided by the Contractor shall be delivered to the City as described herein.
1.2 Contract Amendment
All changes to the Contract shall be through a Contract Amendment. No oral order or conduct by the City shall
constitute a change to the Contract. If any Contract Amendment causes an increase or decrease in the cost of, or
the time required for performance of any part of the Work under this Contract, the Contract may be modified if
agreed to in writing by both parties. Contract Amendments may require a Cost/Price Analysis to determine the
reasonableness of the proposed adjustments to the Contract.
1.3 Termination for Convenience/Default/Non-Appropriation
A. Termination for Convenience
The City for its convenience may terminate this Contract, in whole or in part, at any time by written notice
sent certified mail, return receipt requested, to the Contractor. After receipt of a Notice of Termination
("Notice"), and except as directed by the City, the Contractor shall immediately stop Work as directed in
the Notice, and comply with all other requirements in the Notice. The Contractor shall be paid its costs,
including necessary and reasonable Contract closeout costs and profit on that portion of the Work
performed and Accepted up to the date of termination as specified in the notice. The Contractor shall
promptly submit its request for the termination payment, together with detailed supporting
documentation. If the Contractor has any property in its possession belonging to the City, the Contractor
shall account for the same and dispose of it in the manner the City directs. All termination payment
requests may be subject to Cost or Price Analysis.
Termination for Default
If the Contractor does not deliver Work in accordance with the Contract, or the Contractor fails to perform
in the manner called for in the Contract, or if the Contractor fails to comply with any material provisions of
the Contract, the City may terminate this Contract, in whole or in part, for default as follows:
1. A "Notice to Cure" shall be served on the Contractor by certified mail (return receipt requested)
or delivery service capable of providing a receipt. The Contractor shall have five (5) Days to cure
the default or provide the City with a detailed written plan, which indicates the time and
methods needed to bring the Work into compliance and cure the default, or as otherwise set
out in the Contract or noted in the Maintenance Agreement.
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2. If the Contractor has not cured the default or the plan to cure the default is not acceptable to
the City, the City may terminate the Contract. Termination shall occur by serving a Notice of
Termination by certified mail (return receipt requested) or delivery service capable of providing
a receipt on the Contractor setting forth the manner in which the Contractor is in default and
the effective date of termination.
3. The Contractor shall only be paid for Work delivered and Accepted, less any damages to the City
caused by or arising from such default. All termination payment requests are subject to Cost or
Price Analysis, whichever is more beneficial to the City, at the City's option.
4. The termination of this Contract shall in no way relieve the Contractor from any of its obligations
under this Contract nor limit the rights and remedies of the City hereunder in any manner.
C. Termination for Non -Appropriation
If expected or actual funding is withdrawn, reduced or limited in any way during the Contract term or in
any Contract Amendment hereto, the City may, upon written notice to the Contractor, terminate this
Contract in whole or in part.
Payment shall not exceed the appropriation for the year in which termination is effected. If the Contract is
terminated for non -appropriation:
1. The City shall be liable only for payment in accordance with the terms of this Contract for
Services performed and Accepted prior to the effective date of termination; and,
2. The Contractor shall be released from any obligation under this Contract (including any related
purchase order) to provide further Work pursuant to the Contract.
Funding under this Contract beyond the current appropriation year is conditional upon the appropriation
by the City Council of sufficient funds to support the activities described in this Contract. Should such an
appropriation not be approved, the Contract shall terminate at the close of the current appropriation
year. The appropriation year ends on December 31 of each year.
1.4 Force Majeure
The term "force majeure" shall include, without limitation by the following enumeration: acts of nature, acts of
civil or military authorities, terrorism, fire, accidents, shutdowns for purpose of emergency repairs, industrial,
civil or public disturbances causing the inability to perform the requirements of this Contract. If a party is
rendered unable, wholly or in part, by a force majeure event or any other cause not within such party's control,
to perform or comply with any obligation or condition of this Contract, upon giving notice and reasonably full
particulars to the other party, such obligation or condition shall be suspended only for the time and to the
extent commercially practicable to restore normal operations. In the event the Contractor ceases to be excused
pursuant to this provision, then the City shall be entitled to exercise any remedies otherwise provided for in this
Contract, including Termination for Default. Whenever a force majeure event causes the Contractor to allocate
limited resources between or among the Contractor's customers, the City shall receive no less priority in respect
to such allocation than any of the Contractor's other customers. In the event of any such delay, the date of
performance shall be extended for a period equal to the time lost by reason of the delay.
1.5 Washington State Sales Tax
The City shall make payment directly to the State of Washington for all applicable State sales taxes if the
Contractor is not registered for payment of sales taxes in the State of Washington. If the Contractor is so
registered, it shall add the sales tax to each invoice and upon receipt of payment from the City, promptly remit
appropriate amounts to the State of Washington.
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1.6 Taxes, Licenses, and Certificate Requirements
This Contract and any of the Work Provided hereunder is contingent and expressly conditioned upon the ability
of the Contractor to Provide the specified goods or Services consistent with applicable federal, state or local
laws and regulations. If, for any reason, the Contractor's required licenses or certificates are terminated,
suspended, revoked or in any manner modified from their status at the time this Contract becomes effective,
the Contractor shall notify the City immediately of such condition in writing.
The Contractor and Subcontractor(s) shall maintain and be liable for all taxes, fees, licenses, permits and costs as
may be required by applicable federal, state or local laws and regulations as may be required to Provide the
Work under this Contract.
The Contractor and Subcontractor(s) shall maintain throughout the term of the Contract a City of Renton
Business License.
1.7 Assignment
Neither party shall assign or transfer any interest, obligation or benefit under or in this Contract, whether by
change of control of greater than 51%, transfer of a controlling interest of greater than 51%, sale of assets or
stock, merger with another entity, assignment or novation, without written consent of the other party. If
assignment or transfer is approved, this Contract shall be binding upon and inure to the benefit of the
successors of the assigning party. This provision shall not prevent Contractor from pledging any proceeds from
this Contract as security to a lender subject to city approval. An assignment or transfer shall be accepted by
either party upon the posting of all required bonds, securities and the like by the assignee and the written
agreement by assignee to assume and be responsible for the obligations and liabilities of the Contract, known
and unknown, and applicable law.
1.8 Indemnification and Hold Harmless
A. Patent and Copyright Indemnity
The Contractor shall protect, indemnify, defend and save harmless the City from any and all claims or
lawsuits alleging a violation of a third party's copyright or patent rights. So long as the City gives
Contractor prompt notice of any infringement claim brought against the City regarding the Software and
the City gives Contractor information, reasonable assistance, and sole authority to defend or settle any
infringement claim, then, in the defense or settlement of an infringement claim, Contractor shall, in its
reasonable judgment and at its option and expense: (i) obtain for the City the right to continue using the
Software; (ii) replace or modify the Software so that it becomes noninfringing while giving equivalent
performance; or (iii) if Contractor cannot obtain the remedies in (i) or (ii), the parties may proceed to a
court of competent jurisdiction to determine the amount of fees that shall be returned to the City. Before
final payment is made on this Contract, the Contractor shall, if requested by the City, furnish acceptable
proof of a proper release from all such fees or claims. Contractor shall have no liability to indemnify or
defend the City to the extent the alleged infringement is based on: (i) a modification of the Software by
the City or others authorized by the City but not by the Contractor; or (ii) use of the Software other than in
accordance with the Documentation. If the City is required to defend itself or enter into a settlement
agreement due to Contractor's failure to defend, Contractor shall indemnify the City for its costs and
expenses as well as any judgment entered against the City.
Indemnification For All Other Actions
Contractor shall protect, defend, indemnify and save harmless the City, its officers, employees and agents
from any and all costs, claims, judgments, and/or awards of damages for injuries to Persons and/or
damage to tangible property, arising out of or in any way resulting from the acts or omissions of the
Contractor its officers, employees, Subcontractors and/or agents. Contractor's indemnification obligation
shall include but is not limited to, all claims against the City by an employee or former employee of the
Contractor or its Subcontractors, and the Contractor expressly waives by mutual negotiation, with respect
City of Renton Police Digital In -Car Video System Contract 9 1 P a g e
to the City only, all immunity and limitation on liability under any industrial insurance act, including Title
51 RCW, other worker's compensation act, disability benefit act, or other employee benefit act of any
jurisdiction which would otherwise be applicable in the case of such claim. In the event the City incurs any
costs including attorneys' fees to enforce the provisions of this paragraph, all such costs and fees shall be
recoverable from the Indemnitor.
1.9 Applicable Law and Forum
This Contract shall be governed by and construed according to the laws of the State of Washington, including
but not limited to, the Uniform Commercial Code, Title 62A RCW. Any claim or suit concerning this Contract may
only be filed and prosecuted in either the King County Superior Court or U.S. District Court for the Western
District of Washington, in Seattle, Washington.
1.10 Conflicts of Interest and Non -Competitive Practices
A. Conflict of Interest
By entering into this Contract to perform Work, the Contractor represents that it has no undisclosed direct
or indirect pecuniary or proprietary interest in the Work required to be performed under this Contract,
and that it shall not acquire any such interest that conflicts in any manner or degree with the Work
required to be performed under this Contract. The Contractor shall not employ any Person or agent
having any conflict of interest. In the event that the Contractor or its agents, employees or representatives
hereafter acquires such a conflict of interest, it shall immediately disclose such conflict to the City. The
City shall require that the Contractor take immediate action to eliminate the conflict up to and including
termination for default.
Contingent Fees and Gratuities
By entering into this Contract to perform Work, the Contractor represents that:
No Persons except as designated by Contractor shall be employed or retained to solicit or secure
this Contract with an agreement or understanding that a commission, percentage, brokerage, or
contingent fee would be paid.
2. No gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the
Contractor or any of its agents, employees or representatives, to any official, member or
employee of the City or other governmental agency with a view toward securing this Contract or
securing favorable treatment with respect to the awarding or amending, or the making of any
determination with respect to the performance of this Contract.
Any Person having an existing Contract with the City or seeking to obtain a Contract who
willfully attempts to secure preferential treatment in his or her dealings with the City by offering
any valuable consideration, thing or promise, in any form to any City official or employee shall
have his or her current Contracts with the City canceled and shall not be able to enter into any
other Contract with the City for a period of two (2) years.
C. Disclosure of Current and Former City Employees
To avoid any actual or potential conflict of interest or unethical conduct:
1. City employees or former City employees are prohibited from assisting with the preparation of
proposals or contracting with, influencing, advocating, advising or consulting with a third party,
including Contractor, while employed by the City or within one (1) year after leaving City
employment if he/she participated in determining the Work to be done or processes to be
followed while a City employee. For purposes of this section (1.10 ), the term "city employee"
shall include any individual who may have been an independent contractor, but (a) whose
primary place of work was at the city, (b) whose work schedule was directed by any city
City of Renton Police Digital In -Car Video System Contract 10 1 P a g e
employee, (c) who maintained an office space at the city, (d) who managed or supervised city
employee(s), or (e) who reported hours worked to the city's finance or payroll department.
2. Contractor shall identify at the time of offer current or former City employees involved in the
preparation of proposals or the anticipated performance of Work if awarded the Contract.
Failure to identify current or former City employees involved in this transaction may result in the
City's termination of this Contract.
3. After Contract award, the Contractor is responsible for notifying the City of current or former
City employees who may become involved in the Contract at any time during the term of the
Contract.
1.11 Claims and Appeals
The Contractor shall address claims for additional time or compensation under the Contract in writing to the
Project Sponsor and Project Manager within thirty (30) Days of the date in which the Contractor knows or should
know of the basis for the claim. Claims shall be accompanied by supporting documentation and citation to
applicable provisions in the Contract Documents. The City reserves the right to request additional
documentation necessary to adequately review the claim. No claim by the Contractor shall be allowed if
asserted after final payment under this Contract. The Project Sponsor and Project Manager shall ordinarily
respond to the Contractor in writing with a decision issued jointly, but absent such written response, the claim
shall be deemed denied upon the thirtieth (30th) Day following receipt by the Project Sponsor and Project
Manager of the claim, or requested additional documentation, whichever is later.
In the event the Contractor disagrees with the determination of the Project Sponsor and Project Manager, the
Contractor shall, within five (5) Days of the date of such determination, appeal the determination in writing to
the Finance & Information Technology Administrator (FIT Administrator) In the event the FIT Administrator is
also the Project Sponsor, the appeal shall be directed to the Assistant Chief Administrative Officer (ACAO) of the
City. Such written notice of appeal shall include all information necessary to substantiate the appeal. The FIT
Administrator, or ACAO, shall review the appeal and make a determination in writing, which shall be final. Appeal
to the FIT Administrator, or ACAO, on additional time or compensation claims shall be a condition precedent to
litigation.
Pending final decision of a claim and appeal hereunder, the Contractor shall proceed diligently with the
performance of the Contract and in accordance with the direction of the Project Sponsor or Project Manager.
Failure to comply precisely with the time deadlines under this paragraph as to any claim shall operate as a waiver
and release of that claim and an acknowledgment of prejudice to the City.
1.12 Mediation
If a dispute arises out of or relates to this Contract, or the breach thereof, and if said dispute cannot be resolved
through the claims and appeal process set forth in the Claims and Appeals paragraph above, the parties may,
upon mutual agreement, endeavor to settle the dispute in an amicable manner by mediation, or other agreed
form of ADR process, prior to commencing litigation.
1.13 Maintenance of Records
A. Retention of Records
The Contractor and its Subcontractors shall maintain books, records and documents of its performance
under this Contract in accordance with generally accepted accounting principles for governmental entities.
The Contractor shall retain all financial information, data and records for all Work under the Contract for
six (6) years after the date of final payment.
Audit Access
1. Federal, state or City auditors shall have access to Contractor's and its Subcontractors' records
for the purpose of inspection, Cost or Price Analysis, audit or other reasonable purposes related
City of Renton Police Digital In -Car Video System Contract 11 1 P a g e
to this Contract. Federal, state or City auditors shall have access to records and be able to copy
such records during the Contractor's normal business hours. The Contractor shall Provide proper
facilities for such access, inspection and copying.
Audits may be conducted during or after the Contract period for purposes of evaluating claims
by or payments to the Contractor and for any other reason deemed appropriate and necessary
by the City. Audits shall be conducted in accordance with generally accepted accounting
principles for governmental entities and/or federal, state or City audit procedures, laws or
regulations. The Contractor shall fully cooperate with the auditor(s).
3. Proof of Compliance with Contract
The Contractor shall, upon request, provide the City with satisfactory documentation of the
Contractor's compliance with the Contract.
In addition, the Contractor shall permit the City and if federally funded, the Comptroller General
of the United States, or a duly authorized representative, to inspect all Work, materials, payrolls
and other data and records involving the Contract.
1.14 Other Public Agency Orders
Other federal, state, City and local entities may use the terms and conditions established by this Contract if
agreeable to all parties. The City does not accept any responsibility or involvement in the purchase orders or
contracts issued by other public agencies.
1.15 Environmental Purchasing Policy
Contractors able to supply products containing recycled and environmentally preferable materials that meet
performance requirements are encouraged to Provide them.
The Contractor shall use recycled paper for all printed and photocopied documents related to the submission of
this solicitation and fulfillment of the Contract and shall, whenever practicable, use both sides of the paper.
1.16 Nondiscrimination and Equal Employment Opportunity
A. Nondiscrimination in Employment and Provision of Services
During the performance of this Contract, neither the Contractor nor any party subcontracting under the
authority of this Contract shall discriminate or tolerate harassment on the basis of race, color, sex,
religion, national origin, marital status, creed, sexual orientation, age, or the presence of any sensory,
mental, or physical disability in the employment or application for employment or in the administration or
delivery of Services or any other benefits under this Contract.
B. Equal Benefits to Employees with Domestic Partners
the Contractor agrees that it shall not discriminate in the provision of employee benefits between
employees with spouses and employees with domestic partners during the performance of this Contract.
Failure to comply with this provision shall be considered a material breach of this Contract, and may
subject the Contractor to administrative sanctions and remedies for breach.
Nondiscrimination in Subcontracting Practices
During the term of this Contract, the Contractor shall not create barriers to open and fair opportunities to
participate in City Contracts or to obtain or compete for Contracts and Subcontracts as sources of
supplies, equipment, construction and Services. In considering offers from and doing business with
Subcontractors and suppliers, the Contractor shall not discriminate against any person on the basis of
race, color, religion, sex, age, national origin, creed, marital status, sexual orientation or the presence of
any mental or physical disability in an otherwise qualified disabled person.
D. Compliance with Laws and Regulations
City of Renton Police Digital In -Car Video System Contract 12 1 Page
The Contractor shall comply fully with all applicable federal, state and local laws, ordinances, executive
orders and regulations that prohibit discrimination. These laws include, but are not limited to, RCW 49.60,
Titles VI and VII of the Civil Rights Act of 1964, the Age Discrimination Act of 1975, the American with
Disabilities Act and the Restoration Act of 1987. The Contractor shall further comply fully with any
affirmative action requirements set forth in any federal regulations, statutes or rules included or
referenced in the Contract documents.
Small Contractors and Suppliers and Minority and Women Business Enterprises Opportunities
While not a requirement of this Contract, the City encourages the Contractor to use businesses, including
Small Contractors and Suppliers (SCS), as defined herein, and minority -owned and women -owned
business enterprises in City Contracts. The term "Small Contractors and Suppliers" means that a business
and the person or persons who own and control it are in a financial condition which puts the business at a
substantial disadvantage in attempting to compete for public contracts. The relevant financial condition
for eligibility under the Contracting Opportunities Program is set at fifty percent (50%) of the federal Small
Business Administration (SBA) small business size standards using the North American Industry
Classification System and Owners' Personal Net Worth less than seven hundred fifty thousand dollars
($750,000).
The City encourages the Contractor to use the following voluntary practices to promote open competitive
opportunities for small businesses, including SCS firms and minority -owned and women -owned business
enterprises:
1. Contact the Washington State Office of Minority and Women's Business Enterprises (OMWBE)
to obtain a list of certified minority -owned and women -owned business enterprises at the
following website at http://www.omwbe.wa.gov/ or by telephone 360-704-1181 or
jwheat@omwbe.wa.gov.
2. Use the small services of available community organizations, consultant groups, local assistance
offices, and other organizations that provide assistance in the recruitment and placement of
small businesses, including SCS firms and minority -owned and women -owned business
enterprises.
Equal Employment Opportunity
Vendor shall execute the attached City of Renton Fair Practices Policy Affidavit of Compliance form,
Comply with City Administrative Policy 1.2, and upon completion of the contract Work, file the attached
compliance statement. (Attachment C)
G. Record -Keeping Requirements and Site Visits
The Contractor shall maintain, for at least six (6) years after completion of all Work under this Contract,
the following:
Records of employment, employment advertisements, application forms, and other pertinent
data, records and information related to employment, applications for employment or the
administration or delivery of Services or any other benefits under this Contract; and
2. Records, including written quotes, bids, estimates or proposals submitted to the Contractor by
all businesses seeking to participate on this Contract, and any other information necessary to
document the actual use of and payments to Subcontractors and suppliers in this Contract,
including employment records.
The City may visit, at any time, the site of the Work and the Contractor's office to review the foregoing
records. The Contractor shall Provide every assistance requested by the City during such visits. In all other
respects, the Contractor shall make the foregoing records available to the City for inspection and copying
City of Renton Police Digital In -Car Video System Contract 13 1 P a g e
upon request. If this Contract involves federal funds, the Contractor shall comply with all record keeping
requirements set forth in any federal rules, regulations or statutes included or referenced in the Contract.
H. Sanctions for Violations
Any violation of the mandatory requirements of the provisions of paragraph 1.16 shall be a material
breach of this Contract, for which the Contractor may be subject to damages, withholding payment and
any other sanctions provided for by this Contract and by applicable law.
Required Submittals Upon Completion of Work
Upon completion of Work and as a condition precedent to final payment, the Contractor shall submit a
Final Affidavit of Amounts Paid to City of Renton Finance & Information Technology Department. Identify
amounts actually paid, and any amounts owed, to each Subcontractor and/or supplier (if applicable) for
performance under this Contract. Failure to submit such affidavits may result in withholding of payments
or the final payment.
J. Compliance with Section 504 of the Rehabilitation Act of 1973
The Contractor has evaluated its services, programs and employment practices for compliance with
Section 504 of the Rehabilitation Act of 1973, as amended ("504"), and the Americans with Disabilities Act
("ADA").
1.17 Severability
Whenever possible, each provision of this Contract shall be interpreted to be effective and valid under
applicable law. If any provision is found to be invalid, illegal or unenforceable, then such provision or portion
thereof shall be modified to the extent necessary to render it legal, valid and enforceable and have the intent
and economic effect as close as possible to the invalid, illegal and unenforceable provision. If it is not possible to
modify the provision to render it legal, valid and enforceable, then the provision shall be severed from the rest
of this Contract. The invalidity, illegality or unenforceability of any provision shall not affect the validity, legality
or enforceability of any other provision of this Contract, which shall remain valid and binding.
1.18 No waiver of Breach
No action or failure to act by the City shall constitute a waiver of any right or duty afforded to the City under the
Contract; nor shall any such action or failure to act by the City constitute an approval of, or acquiescence in, any
breach hereunder, except as may be specifically stated by the City in writing.
City of Renton Police Digital In -Car Video System Contract 14 1 P a g e
SECTION 2 SPECIFIC CONTRACTUAL TERMS AND CONDITIONS
2.1 Execution of the Contract
The documents constituting the Contract between the City and the Contractor are intended to be
complementary so that what is required by any one of them shall be as binding as if called for by all of them.
Upon the Effective Date, the City shall issue purchase order(s) directing the Work to be performed.
The Contract may be executed in counterparts, any of which shall be deemed an original and which shall
together constitute one Contract.
2.2 Contract Term
The initial term of this Contract shall be three (3) years, and may be extended for additional 1 year increments,
commencing on the Effective Date of the Contract and subject to the termination provisions at paragraph 1.3,
Termination for Convenience/Default/Non-Appropriation. The Warranty Period begins at Final Acceptance and
continues for a period of twelve (12) months. Upon the completion of the Warranty Period, the Maintenance
Agreement begins and continues from year to year unless terminated as described in this Contract. The
maximum term for this Contract, consisting of the initial term plus extensions, is five (5) years unless extended
by written agreement signed by all parties. The Software License shall be perpetual. If during the Contract term,
additional units or services need to be purchased, the City will pay either the unit cost as identified in the
Contract or the then current market value, whichever is more beneficial to the City.
2.3 Notices
All notices or documentation required or Provided pursuant to this Contract shall be in writing and shall be
deemed duly given when delivered to the addresses set forth below.
For Project Management related notices, questions or documentation:
CITY OF RENTON
CONTRACTOR
Project Manager
Project Manager
Debbie Scott
Cindy Chang / Jennifer Ichikawa
1055 South Grady Way Suite #110
12503 Exchange Drive, Ste 536
Renton, WA 98057
Stafford, TX 77477
(425) 430-6939
(281) 277-8288
dscott@rentonwa.gov
cindyc@cobantech.com /
jenniferi@cobantech.com
City of Renton Police Digital In -Car Video System Contract 15 1 Page
For Contract related notices, questions or documentation contact:
Project Sponsor
Project Manger
Kevin Milosevich, Chief of Police
Cindy Chang / Jennifer Ichikawa
City of Renton
12503 Exchange Drive, Ste 536
1055 South Grady Way
Stafford, TX 77477
Renton, WA 98057
(425) 430- 7503
(281) 277-8288
kmilosevich@rentonwa.gov
cindyc@cobantech.com /
jenniferi@cobantech.com
2.4 Notices for Appeal:
[wen Wang, FIT Administrator
Project Manger
City of Renton
Cindy Chang / Jennifer Ichikawa
1055 South Grady Way
12503 Exchange Drive, Ste 536
Renton, WA 98057
Stafford, TX 77477
(425) 430-6858
(281) 277-8288
iwang@rentonwa.gov
cindyc@cobantech.com /
jenniferi@cobantech.com
2.5 Payment Procedures
A. Invoices
The Contractor for Work Accepted by the City shall furnish invoices to the Project Manager.
Important— When a purchase order is issued against this Contract that has the potential for multiple or
partial deliveries, a separate invoice shall be generated for each completed delivery Accepted by the City.
All invoices shall include the following information: purchase order number, requester's name and phone
number, date of invoice, invoice number and invoice total. For each item in the Contract, provide: item
number, quantity, description, Contract price and when applicable provide the manufacture, list price and
discounts. For Services, invoices shall identify either milestones Accepted, hours worked and Contract
hourly rates, or authorized fees.
The City will not be bound by prices contained in an invoice that are higher than those in this Contract.
The invoice may be rejected and returned to the Contractor for a correct invoice.
FAILURE TO COMPLY WITH THESE REQUIREMENTS OR TO PROVIDE AN INVOICE IN CONFORMANCE WITH
THE CONTRACT MAY DELAY PAYMENT.
B. Payments
Within thirty (30) Days after receipt of an invoice, other than a rejected invoice, the City shall pay the
Contractor for Accepted Work, upon acceptance of payment Contractor waives any claims for the Work
covered by the invoice.
1. The City will pay invoices submitted by the selected vendor as progress is made against mutually
agreed upon milestones and deliverables on the implementation project and agreed upon
City of Renton Police Digital In -Car Video System Contract 16 1 P a g e
service stipulated in the final agreement. Prior to payment, invoices will be reviewed to
determine if billing is reflective of actual agreed upon project progression and performance.
Upon acceptance of the billing by the City's Project Manager the payment will be processed and
submitted to the vendor.
2. There will be a holdback of 20% of the service costs which will not be paid until Final Acceptance
of Phase I by the City. The City agrees that acceptance shall not be unreasonably delayed.
C. Subcontractor Prompt Payment
The Contractor agrees to pay each Subcontractor under this Contract for satisfactory performance of its
Subcontract within thirty (30) Days from the receipt of each payment the Contractor receives from the
City.
2.6 Purchase Orders
Purchase orders shall be issued referencing this Contract number. Purchase order(s) shall define and authorize
the Work by the Contractor based on the prices contained in this Contract. The purchase orders issued by the
City may reflect agreed to Contract Amendments.
2.7 Pricing
Prices shall be as stated in the Contract Price, and shall remain firm during the initial term. Any price
adjustments shall be addressed in accordance with paragraph 1.2, Contract Amendment.
2.8 Shipping Charges
All prices shall include freight FOB to the designated delivery point. The City shall reject requests for additional
compensation for freight charges.
2.9 Acceptance Process
The City may Accept Work by phase or milestone as specified in the Scope of Work. The Contractor will give the
City "notice of completion" of Work related to a specific milestone following the Contractor's completion of all
such Work in accordance with the requirements in the Contract.
A. Acceptance Process
Upon completion of the milestone deliverables, the Contractor will notify the City and the Acceptance
process will commence. Acceptance shall be based on conformance with the Scope of Work. After notice
by Contractor of completion of the milestone, City will issue a written notice of milestone Acceptance or
Provide Contractor with a notification of rejection, which will include documentation of the specific
grounds for the rejection, outlining items not in compliance with the deliverables.
Correction of Deficiencies Process
If a deliverable is rejected, Contractor will have a commercially practicable time to correct items
documented in the City's notification of rejection. Following the receipt of Contractors' notice that the
Work has been corrected, the City will issue a written notice of Acceptance or provide Contractor with a
notification of rejection, which will include documentation of the specific grounds for the rejection,
outlining Work not in compliance with the milestone. The project schedule will be adjusted accordingly in
the event that a dispute regarding the method or accuracy of the correction causes a delay. If the
deliverable(s) fails to comply with the milestone after Contractor's second attempt to correct the Work
and no clear plan can be agreed upon between the City Project Manager and the Contractor's Project
Manager, the City will determine the appropriate corrective action(s) up to and, including declaring a
breach of Contract.
2.10 Final Acceptance Process
The City shall begin the Final Acceptance process as follows:
City of Renton Police Digital In -Car Video System Contract 17 1 Page
A. The parties shall agree on the start date for the Acceptance test.
B. The Acceptance test shall include thirty (30) days of continuous operation of the Work without material
defect in accordance with the Contract in the City's fully implemented production environment.
C. If the City Accepts the Work, the City will send a notice of Final Acceptance to the Contractor.
D. If the City determines that the Work is not Acceptable, the City shall notify the Contractor in writing,
describing the deficiencies.
E. The Contractor shall either Provide a detailed, written plan to achieve Final Acceptance or to make
corrections or replacements within a mutually agreed upon time period. The parties shall mutually agree
on a start date for beginning another Acceptance test.
F. Another thirty (30) Day successful operation period shall follow any corrections or replacements to the
Work. Subsequent thirty five (35) Day operation Acceptance test periods can occur if mutually agreed to
by the parties.
G. If the City Accepts the Work following a second or subsequent Acceptance test the City will send a notice
of Final Acceptance to the Contractor.
H. If the Contractor does not correct or replace the unacceptable Work the City may declare a breach of
Contract.
2.11 Warranty Provisions
A. No Waiver of Warranties and Contract Rights
Conducting of tests and inspections, review of Scope of Work or plans, payment for Work, or Acceptance
or Final Acceptance of the Work by the City shall not constitute a waiver of any rights under this Contract
or in law. The termination of this Contract shall in no way relieve the Contractor from its
warranty/guarantee responsibility.
B. Warranty Term
The Contractor warrants that the Work performed under this Contract shall be free from defects in
material and workmanship, and shall conform all requirements of this Contract, for a period of twelve (12)
months from date of Final Acceptance of such Work by the City. Any Work corrected shall be subject to
this paragraph to the same extent as the Work initially Provided.
C. Warranty Applicable to Third Party Suppliers, Vendors, Distributors and Subcontractors
The Contractor shall ensure that the warranty requirements of this Contract are enforceable through and
against the Contractor's suppliers, vendors, distributors and Subcontractors. The Contractor is responsible
for liability and expense caused by any inconsistencies or differences between the warranties extended to
the City by the Contractor and those extended to the Contractor by its suppliers, vendors, distributors and
Subcontractors. Such inconsistency or difference shall not excuse the Contractor's full compliance with its
obligations under this Contract. The Contractor shall cooperate with the City in facilitating warranty
related Work by such suppliers, vendors, distributors and Subcontractors.
2.12 Express Warranties for Services
A. Contractor warrants that the Services shall in all material respects conform to the requirements of this
Contract.
B. Contractor warrants that qualified professional personnel with in-depth knowledge shall perform the
Services in a timely and professional manner; and that the Services shall conform to the standards
generally observed in the industry for similar Services.
C. Contractor warrants that the Services shall be in compliance with all applicable laws, rules and regulations.
City of Renton Police Digital In -Car Video System Contract 18 1 P a g e
D. Contractor warrants that the performance of the Services and any Software Provided is free from
intentional Viruses, disabling code or other intentional programming defects. Prohibited intentional
programming defects include, but are not limited to, features such as "backdoor shutdown mechanisms",
"time bombs", "automatic unauthorized connection to outside systems", programming that responds to
or provides information to outside systems' "pinging", and features that can "retire", "shut down",
"cripple" or "stop" the Software. Contractor further warrants that neither the Software alone or through
contact with the Contractor is capable of electronic self-help that may deprive the City of the use of the
licensed Software.
THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.
2.13 Express Warranties for Software
A. Contractor warrants that on the date of Final Acceptance, the Software Provided hereunder shall be
substantially free from programming Errors and when used in accordance with this Contract shall operate
and conform to the Scope of Work, performance capabilities, functions and other descriptions and
standards as identified in this Contract and all supplemental information Provided by Contractor.
B. Contractor warrants that it has full power and authority to license or sublicense the Software to the City
without the consent of any other Person.
C. Contractor warrants that the Software, the License to the City to use the Software, instructions for use of
the Software, Documentation and the performance by Contractor of the Services, shall be in compliance
with all applicable laws, rules and regulations.
D. Contractor warrants the tapes, CD's, DVD's or other media delivered to the City to be free of defects in
materials and workmanship under normal use for sixty (60) Days from the date of receipt by the City.
E. Contractor warrants that the Software Provided is free from intentional Viruses, disabling code or other
intentional programming defects. Prohibited intentional programming defects include, but are not limited
to, features such as "backdoor shutdown mechanisms", "time bombs", "automatic unauthorized
connection to outside systems", programming that responds to or Provides information to outside
systems' "pinging", and features that can "retire", "shut down", "cripple" or "stop" the Software.
Contractor further warrants that neither the Software alone or through Contract with the Contractor is
capable of electronic self-help that may deprive the City of the use of the licensed Software.
Contractor warrants that future maintenance or Software releases shall not degrade the Software, cause a
breach of any other warranty or require the City to purchase new or additional hardware or Software for
continued operation of the Software.
G. Contractor warrants functionality as described in the Scope of Work and represents that the Work
identified in the Contract has been specifically selected, designed, and/or configured for the City as being
an operationally efficient integration of Hardware, Software and Services.
H. Contractor shall be responsible for Providing and implementing a Software and/or Hardware system that
is successfully integrated into the existing system environment of the City and meets the functional
requirements as specified in this Contract.
THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
City of Renton Police Digital In -Car Video System Contract 19 1 Page
2.14 Express Warranties for Hardware
A. Maintenance for 1 year from the point of installation with the option to extend, at City's discretion.
Where there is a Manufacturer's Warranty that is less than 12 months, Contractor shall warrant all
Hardware for the remainder of the 12 month period.
2.15 Warranty Remedies
A. If at anytime during the twelve (12) month period immediately following Final Acceptance of any Work
covered by this Contract, Contractor or the City discovers one or more material defects or Errors in the
Work or any other aspect in which the Work materially fails to meet the provisions of the warranty
requirements herein Contractor shall, at its own expense and within thirty (30) Days of notification of the
defect by the City, correct the defect, Error or nonconformity by, among other things, making additions,
modifications, adjustments, or replacements to the Work as may be necessary to keep the Work in
operating order in conformity with the warranties herein. Any Work corrected shall be subject to this
subsection to the same extent as the Work initially Provided.
B. There must be a sixty (60) day warranty period, during which the City may return defective media to
Contractor and it shall be replaced without charge to the City.
C. In order to qualify for remedial action under these warranties, the City shall report a warranty failure to
the Contractor in writing within the applicable warranty period from the date of Final Acceptance. The
Contractor shall not be responsible for remedial action under this warranty to the extent the failure to
meet the warranty is caused by modification to the product(s) by the City or anyone other than the
Contractor or its Subcontractors, unless under Contractor's or its Subcontractor's direction.
D. The City shall give written notice of any defect to the Contractor. If the Contractor has not corrected the
defect within thirty (30) Days after receiving the written notice, the City, in its sole discretion, may correct
the defect itself. In the case of an emergency where the City believes delay could cause serious injury, loss
or damage, the City may waive the written notice and correct the defect. In either case, the City shall
charge -back the cost for such warranty repair to the Contractor.
E. The Contractor is responsible for all costs of repair or replacement against defects in material and
workmanship under normal use and service in order to restore the Work to the applicable Contract
requirements or Scope of Work, including shipping charges, for Work found defective within the warranty
period, regardless of who actually corrects the defect.
F. In the event the City decides to purchase the Priority Warranty, the Contractor is responsible for all costs
of repair or replacement in order to restore the Work to the applicable Contract requirements or Scope of
Work, including shipping charges, for Work found defective and/or was unintentionally damaged within
the warranty period, regardless of who actually corrects the defect.
2.16 Defective Work
Prior to Final Acceptance, when and as often as the City determines that the Work, furnished under the Contract
is not fully and completely in accordance with any requirement of the Contract, it may give notice and
description of such non-compliance to the Contractor. Within ten (10) Days of receiving such written
notification, the Contractor shall supply the City with a detailed, written plan which indicates the time and
methods needed to bring the Work in compliance with the Contract. The City may reject or accept this plan at its
discretion. If the City rejects the plan the Contractor may be determined to be in material default of the
Contract. This procedure to remedy defects is not intended to limit or preclude any other remedies available to
the City by law, including those available under the Uniform Commercial Code, Title 62A RCW.
2.17 Hardware and Software Warranty Process
During the warranty period, Hardware and Software support shall be as described in the Maintenance
Agreement, Attachment F.
City of Renton Police Digital In -Car Video System Contract 20 1 Page
2.18 Hardware and Software Maintenance
After the warranty period, Hardware and Software Maintenance support shall be as described in the
Maintenance Agreement, Attachment F.
2.19 Independent Status of Contractor
In the performance of this Contract, the parties shall be acting in their individual, corporate or governmental
capacities and not as agents, employees, partners, joint ventures, or associates of one another. The parties
intend that an independent Contractor relationship shall be created by this Contract. The employees or agents
of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose
whatsoever. Contractor shall not make any claim of right, privilege or benefit, which would accrue, to an
employee under RCW 41.06., or RCW Title 51.
2.20 Non -Disclosure of Data
Data provided by the City either before or after Contract award shall only be used for its intended purpose.
Contractors and Subcontractors shall not use nor distribute the City data in any form without the express
written approval of the City.
2.21 Non -Disclosure Obligation
While performing the Work under this Contract, the Contractor may encounter personal information, licensed
technology, Software, Documentation, drawings, schematics, manuals, data and other materials described as
"Confidential", "Proprietary' or "Business Secret". The Contractor shall not disclose or publish the information
and material received or used in performance of this Contract. This obligation is perpetual. The Contract
imposes no obligation upon the Contractor with respect to confidential information which the Contractor can
establish that: a) was in the possession of, or was rightfully known by the Contractor without an obligation to
maintain its confidentiality prior to receipt from the City or a third party; b) is or becomes generally known to
the public without violation of this Contract; c) is obtained by the Contractor in good faith from a third party
having the right to disclose it without an obligation of confidentiality; or, d) is independently developed by the
Contractor without the participation of individuals who have had access to the City's or the third party's
confidential information. If the Contractor is required by law to disclose confidential information the Contractor
shall notify the City of such requirement prior to disclosure, to allow City to seek legal protection of such
information. The notice shall allow for ten (10) business days to take whatever action the City deems necessary
to protect its interests.
2.22 Public Disclosure Requests
This Contract shall be considered a public document and will be available for inspection and copying by the
public in accordance with the Public Records Act, RCW 42.56 (the "Act").
If the Contractor considers any portion of any record provided to the City under this Contract, whether in
electronic or hard copy form, to be protected under law, the Contractor shall clearly identify each such portion
with words such as "CONFIDENTIAL," "PROPRIETARY" or "BUSINESS SECRET." If a request is made for disclosure
of such portion, the City will determine whether the material should be made available under the Act. If the City
determines that the material is subject to disclosure, the City will notify the Contractor of the request and allow
the Contractor ten (10) business days to take whatever action it deems necessary to protect its interests. If the
Contractor fails or neglects to take such action within said period, the City will release the portions of record(s)
deemed by the City to be subject to disclosure. The City shall not be liable to the Contractor for inadvertently
releasing records pursuant to a disclosure request not clearly identified by the Contractor as "CONFIDENTIAL,"
"PROPRIETARY" or "BUSINESS SECRET."
2.23 Pricing of Spare Parts
The City may, in its discretion, conduct a Cost or Price Analysis on specific spare parts, including but not limited
to, if pricing appears to be in excess of standard industry pricing for similar parts. The City is not required to
City of Renton Police Digital In -Car Video System Contract 211 Page
purchase spare parts under this Contract if it can purchase the same item(s) from another source under terms
that are more advantageous to the City.
2.24 Product Return
The City reserves the right to return to the Contractor, those parts and supplies determined to be surplus and no
longer required by the City. Parts and supplies eligible for return to the Contractor shall have been ordered by
the City for inventory or as spares, be unused, and in the same general condition as when received. The City
shall advise the Contractor in writing of its intention to return any parts and supplies before the Contract closes.
Products returned are subject to fifteen (15) percent re -stocking fee.
The Contractor shall only be authorized a restocking fee if agreed to at the time of Contract execution and as
described in Attachment A, Price, for the return of parts and supplies. The Contractor shall, at the City's option,
issue a credit for the dollar value of the merchandise returned or refund that dollar amount (less any restocking
fee) to the City.
This paragraph does not apply to any merchandise made to order for the City.
2.25 No Prototype Components
All Work shall be in production and be used by customers comparable to the City at the time of the Contract
Effective Date. Test or prototype items shall be clearly identified as such. A sufficient inventory of the Work shall
be available to meet delivery requirements.
2.26 Industrial and Hazardous Waste
The Contractor shall comply with all applicable local ordinances, state and federal statutes, and supporting rules
and regulations governing the discharge of industrial waste to a public sewer, private sewer, or side sewer
tributary to any sewerage system.
Contractor shall handle and dispose of all hazardous wastes in compliance with all applicable local, state and
federal laws and regulations, including the Resource Conservation and Recovery Act, the Washington Hazardous
Waste Management Act, and applicable rules and regulations of the Environmental Protection Agency and the
Department of Ecology governing the generation, storage, treatment, transportation or disposal of hazardous
wastes.
2.27 Prohibition on Asbestos -Containing Products
Asbestos -containing products shall not be provided to the City under this Contract, unless no practicable
alternative for the asbestos -containing product exists and the Contractor obtains the written consent of the City.
The Contractor shall notify the City in writing at least sixty (60) Days before it plans to supply the City with an
asbestos -containing product. The City shall respond to such notification within thirty (30) Days of receipt. The
Contractor shall comply with applicable state, federal and local labeling and other laws, regulations and
ordinances pertaining to asbestos -containing products, including, but not limited to, the State of Washington
Industrial Safety and Health Act and the federal Occupational Safety and Health Act.
2.28 Design Defects
The City shall declare a design defect in the event that ten percent (10%) of the number of like items purchased
under this Contract fail for the same failure. The City shall notify the Contractor of the defect in writing; the
Contractor shall Provide a modification, redesign or a plan to correct the defect within thirty (30) Days of receipt
of the notification.
The warranty period and terms for corrected items shall be the same as for the initial items purchased under
this Contract. An extended warranty on items determined to be design defects shall have the same term as the
original warranty. This extended warranty shall begin on the correction of the defect.
City of Renton Police Digital In -Car Video System Contract 22 1 Page
If repairs or modifications made necessary by design defects are not completed for an extended period of time,
the extended period of the lack of correction shall not be considered in computing the warranty end date. The
same warranty shall remain in effect until a correction is implemented.
2.29 Changed Requirements
New federal, state and City laws, regulations, ordinances, policies and administrative practices may be
established after the Contract Effective Date is established and may apply to this Contract. To achieve
compliance with changing requirements, the Contractor agrees to accept all changed requirements that apply to
this Contract and require Subcontractors to comply with revised requirements as well. Changed requirements
shall be implemented through paragraph 1.2, Contract Amendment.
2.30 Software License
Subject to the terms and conditions set forth in this Contract and the Software License Agreement, Attachment
E, including payment of the license fees by City to Contractor, Contractor hereby grants to City a perpetual, non-
exclusive, non -transferable license to use the Software, including any Software and Source Code released, as
well as any Documentation.
2.31 Disaster Recovery
In the event a disaster is declared at any City site(s), Contractor will allow the City the right to use the Software
in accordance with the Software License Agreement, Attachment E at the recovery site identified by the City, at
no additional cost to the City for moving the Software to the recovery site Services or maintenance.
2.32 Bug Status Reports
The Contractor shall Provide bug status reports specifying all known outstanding bugs in the current version of
the Software. The initial bug status report shall accompany the Software when delivered. Subsequent reports
shall be Provided monthly or as agreed to by the City Project Manager.
2.33 Enhancements, Upgrades, Replacements and New Versions of Software
A. The Contractor agrees to Provide to the City, at no cost, prior to, and during installation and
implementation of the system any Software/firmware Enhancements, Upgrades and replacements which
the Contractor initiates, or generates.
B. As long as the City has a Maintenance Agreement, Attachment F, the Contractor shall notify the City of
the availability of newer versions of the Software and within thirty (30) Days Provide the City with this new
version. The Contractor shall Provide Updated Documentation in the form of new revision manuals or
changed pages to current manuals consistent with the original Documentation supplied and reflecting the
changes included in the new version of the Software. The Contractor shall Provide bug status reports
specifying all known, outstanding bugs in the new Software version(s). The information shall be updated
periodically as new information and work-arounds become known. The Contractor shall also Provide
installation instructions, procedures and any installation program required by the Enhancement, Upgrade,
Replacement or New Versions of the Software.
C. Contractor shall configure the most robust and cost-effective, latest -technology system to meet the City's
needs and developing systems requirements. The Software and Hardware to be delivered shall be the
current production version as determined by the City.
D. The Vendor agrees that as long as the City is current on its annual maintenance with the Vendor that the
City shall have the right, at its option, to migrate to any new Software product with similar functionality
that the Vendor develops, sells or acquires, including but not limited to Software written in a new
language, on a new platform, and/or on a new database, at no charge to the City.
City of Renton Police Digital In -Car Video System Contract 23 1 Page
2.34 HIPAA - Protecting Patient Privacy
The Work under this Contract may require compliance with "The Health Insurance Portability and Accountability
Act of 1996" (HIPAA).
City of Renton Police Digital In -Car Video System Contract 24 1 P a g e
SECTION 3 INSURANCE REQUIREMENTS
3.1 Evidence and Cancellation of Insurance
A. Prior to execution of the Contract, the Contractor shall file with the City evidence of insurance and
endorsements from the insurer(s) certifying to the coverage of all insurance required herein. All evidence
of insurance shall be certified by a properly authorized officer, agent, general agent or qualified
representative of the insurer(s) and shall certify the name of the insured, the type and amount of
insurance, the location and operations to which the insurance applies, the expiration date, and that the
City shall receive notice at least forty-five (45) Days prior to the effective date of any cancellation, lapse or
material change in the policy.
B. The Contractor shall, upon demand of the City, deliver to the City all such policies of insurance, and all
endorsements and riders, and the receipts for payment of premiums thereon.
C. Failure to Provide such insurance in a timeframe acceptable to the City shall enable the City to suspend or
terminate the Contractor's Work hereunder in accordance with Contract provisions regarding
"Termination for Convenience/Default/Non-appropriation." Suspension or termination of this Contract
shall not relieve the Contractor from its insurance obligations hereunder.
3.2 Insurance Requirements
A. The Contractor shall obtain and maintain the minimum insurance set forth below.
By requiring such minimum insurance, the City shall not be deemed or construed to have assessed the
risks that may be applicable to the Contractor under this Contract. The Contractor shall assess its own risks
and, if it deems appropriate and/or prudent, maintain greater limits and/or broader coverage.
Nothing contained within these insurance requirements shall be deemed to limit the Scope, application
and/or limits of the coverage afforded, which coverage shall apply to each insured to the full extent
provided by the terms and conditions of the policy(s). Nothing contained with this provision shall affect
and/or alter the application of any other provision contained with this Contract.
For all coverages:
1. Each insurance policy shall be written on an "occurrence" form; excepting insurance for
professional liability/errors and omissions. Professional liability/errors and omissions when
required, may be acceptable on a "claims made" form.
If coverage is approved and purchased on a "Claims Made" basis, the Contractor warrants
continuation of coverage, either through policy renewals or the purchase of an extended
discovery period, if such extended coverage is available, for not less than three (3) years from
the date of completion of the Work which is the subject of this Contract.
B. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. General Liability: The Consultant shall secure and maintain commercial liability insurance in the
amount of $1,000,000 in full force throughout the duration of this Consultant Agreement. It is
agreed that on the CONTRACTOR's policy, the City of Renton will be named as Additional
Insured(s) on a non-contributory primary basis. A certificate of insurance and the Primary &
Non -Contributory Additional Insurance Endorsement page, properly endorsed, shall be
delivered to the City before executing the work of this Contract. Please note: The cancellation
language must read "Should any of the above described policies be cancelled before the
expiration date thereof, the issuing company will mail 45 days' written notice to the certificate
holder named herein."
City of Renton Police Digital In -Car Video System Contract 25 1 P a g e
2. Automobile Liability: In the event that use of an automobile is required in the performance of
this Contract, Automobile Liability coverage shall be Provided, with the minimum limits set out
herein.
3. Professional Liability: Professional Liability, Errors and Omissions coverage.
In the event that services pursuant to this Contract either directly or indirectly involve or require
professional Services, Professional Liability, Errors and Omissions coverage shall be Provided.
4. Workers' Compensation: Workers' Compensation coverage, as required by the Industrial
Insurance Act of the State of Washington, as well as any similar coverage required for this Work
by applicable federal or "Other States" State Law.
S. Employers Liability or "Stop Gap": The protection Provided bythe Workers Compensation Policy
Part 2 (Employers Liability) or, in states with monopolistic state funds, the protection provided
by the "Stop Gap" endorsement to the General Liability policy.
3.3 Minimum Limits of Insurance
A. The Contractor shall maintain limits no less than, for:
General Liability: $1,000,000 combined single limit per occurrence for bodily injury, personal
injury and property damage, and for those policies with aggregate limits, a $2,000,000 aggregate
limit.
2. Automobile Liability: $1,000,000 combined single limit per accident for bodily injury and
property damage.
3. Professional Liability, Errors and Omissions: $1,000,000 per Claim and in the Aggregate.
4. Workers' Compensation: Statutory requirements of the state of residency.
5. Employers Liability Stop Gap: $1,000,000.
6. Deductibles and Self -Insured Retentions: Any deductibles or self -insured retentions shall be
declared to, and approved by, the City. The deductible and/or self -insured retention of the
policies shall not limit or apply to the Contractor's liability to the City and shall be the sole
responsibility of the Contractor.
7. Other Insurance Provisions: The insurance Provided pursuant to these requirements shall be on
a Primary and Non -Contributory basis. Any insurance and/or self-insurance maintained by the
City, its officers, officials, employees or agents shall not contribute with the insurance or benefit
the Contractor in anyway.
8. Liability Policies: The City, its officers, officials, employees and agents are to be covered as
additional insureds as respects liability arising out of activities performed by or on behalf of the
Contractor in connection with this Contract.
To the extent of the Contractor's negligence, the Contractor's insurance coverage shall be
primary insurance as respects the City, its officers, officials, employees and agents.
The Contractor's insurance shall apply separately to each insured against whom a claim is made
and/or lawsuit is brought, except with respect to the limits of the insurer's liability.
B. Acceptability of Insurers Unless otherwise approved by the City:
Insurance is to be placed with insurers with a Bests' rating of no less than A:VIII, or, if not rated with
Bests', with minimum surpluses the equivalent of Bests' surplus size VIII.
All insurance shall be obtained from an insurance company authorized to do business in the State of
Washington.
City of Renton Police Digital In -Car Video System Contract 26 1 Page
If at any time one of the foregoing policies shall fail to meet the above stated requirements, the
Contractor shall, upon notice to that effect from the City, promptly obtain a new policy, and shall submit
the same to the City, with the appropriate certificates and endorsements, for approval.
C. Subcontractors
The Contractor shall include all Subcontractors as insureds under its policies, or shall furnish separate
certificates of insurance and policy endorsements for each Subcontractor. Insurance coverages provided
by Subcontractors as evidence of compliance with the insurance requirements of this Contract shall be
subiect to all of the requirements stated herein.
D. Work Site Safetv
The Contractor shall have the "right to control" and bear the sole responsibility for the job site conditions,
and job site safety. The Contractor shall comply with all applicable federal, state and local safety
regulations governing the job site, employees and Subcontractors. The Contractor shall be responsible for
the Subcontractor's compliance with these provisions.
Endorsements
Additional Insured Endorsement shall be included with the certificate of insurance. The City requires this
Endorsement to complete the Contract.
City of Renton Police Digital In -Car Video System Contract 27 1 Page
Attachment A: Price
Al. Pricing and Billing
AM Pricing
The Contractor and the City agree to the attached Coban Price Quote dated 4/23/2010.
A1.2 Billing
Coban will invoice for all hardware and software components when shipped. Services listed are fixed price and will be
invoiced once the services are rendered.
AM Payments
The compensation to be paid to the Contractor by the City for all services will be as set forth in the Pricing / Equipment
List and City Purchase Order. The City shall make payment within thirty (30) days following the receipt of the
Contractor's invoice. Should additional work beyond the scope of the services detailed herein by the Contractors be
requested by the City, fees for such services will be negotiated in writing with the City prior to performing such work.
• Invoice shall be sent to:
CITY OF RENTON
Attn: Debbie Scott
1055 S Grady Way Suite #110
Renton, WA 98057
• Payment shall be mailed to:
COBAN Technologies, Inc.
Account Receivable
12503 Exchange Drive, Suite 536
Stafford, TX, 77477
A1.4 Change Orders
All Change Orders shall be in writing and approved by both parties and shall be subject to the same term and conditions
as this Contract.
City of Renton Police Digital In -Car Video System Contract 28 1 P a g e
Coban Price Quote
Bill To:
Renton Police Department
1055 South Grady Way
Renton, WA 98057
Contact: Commander David Leibman
Sales Quote
Quote # Date
RPD040610-B 4/23/2010
Ship To:
Renton Police Department
1055 South Grady Way
Renton, WA 98067
Sales Rep
= Quotation Expiration
ems�0
FOB Point
Pete Lin
90 DAYS
NET 30 DAYS
Renton City
Hall
Part Number Description List Price Quantity Total
Coban In -Car
In -Car Systems
SYSED-02
TopCam "EDGE" - 5.7" Monitor System Single Camera &
$ 4,550.00
30
$ 136,500.00
Microphone
Window XP Embedded
5.7" Touchscreen Monitor
Power Supply
32 GB Internal SSD (Solid State Drive)
32 GB Removable SSD
Sony Digital Camera- Front facing only, Color
Wireless Transmitter/Receiver
Covert Backseat microphone
Internal 802.11 a/g/n wireless card
Three Year Limited Warranty
Coban Options
SCOPT-01
GPS
$ 250.00
30
Included
SCOPT-02
CRASH SENSOR
$ 250.00
30
Included
SCOPT-09
Detached Wide Angle IR Camera (includes 1 - 12ft
extension
$ 150.00
30
$ 4,500.00
Coban Spares
SCPKB-01
Package B ( Transmitter kit)
$ 336.00
3
Optional
SCPKB-014
Transmitter Antenna
$ 12.00
Optional
SCPKB-013
Lapel mic with LEMO
$ 45.00
Optional
SCPKB-012
Lithium Ion Battery
$ 20.00
Optional
SCPKB-019
Microphone - Leather Pouch
$ 20.00
Optional
SCMH-4018T
32 GB Removable SSD Recommended
$ 550.00
3
Optional
Coban Transfer Hardware
In -Car
SCOPT-20
Fixed Wireless -External Antenna (per vehicle)
$ 150.00
30
$ 4,500.00
Coban BackOffice Software (S250 ner in -car system ner vearl
WDVMS-LC1
DVMS Maintenance, Support, Upgrades -Year 1
$ 250.00
30
$ 7,500.00
WDVMS-LC2
DVMS Maintenance, Support, Upgrades -Year 2
$ 250.00
$ _
WDVMS-LC3
DVMS Maintenance, Support, Upgrades -Year 3
$ 250.00
$
City of Renton Police Digital In -Car Video System Contract 29 1 P a g e
Hardware
BMIS-00
Mobile HDD Up -Load Stand
$ 175.00
3
$ 525.00
BMIS-07
Multi Upload Cradle (4 HDD)
$ 795.00
1
$
Workstations Note: DVMS Workstation require Microsoft XP
BWKST-01 Standard - Upload Workstation Provided by Department
Automated DVD Burner
Note: DVMS-Automated DVD Burning Software must be purchased whether
DVD burner is supplied by Coban or PD. Also requires minimum of ONE
LSET-06 for setup.
DVMS extended storage capabilities with DVD Burner.
BDVD - 50
50 Disk - Automated Robotic CD/DVD Back-up Solution-
$ 3,350.00
Optional
Table Top / Rack Mount
LSET-06
Automated DVD Burner Configuration
$ 500.00
Optional
WLIC -14
DVMS -Automated DVD Burning Software
$ 2,995.00
BDVD-01
Rail Kit / Kiosk Kit
$ 150.00
Coban Services
Back Office Pre-Config
All prices are based on one working day and person. An
additional charge of $1000.00 per day will need to be
added for additional days and if Hardware setup is
required.
LSET-01
Workstation Hardware & software configuration
$ 250.00
1
$ 250.00
LSET-03
Server with Internal RAID Hardware & software
$ 2,500.00
1
$ 2,500.00
configuration
LSET-05
Tape Library Software and Hardware Configuration ( PD
$ 2,500.00
Optional
will need to provide the appropriate TSM License)
LSET-06
Automated DVD Burner Hardware & software
$ 500.00
$
confi uration
LSET-07
Wireless AP configuration (per A.P.)
$ 500.00
TBD
LSET-10
Wireless Client Configuration (per car)
$ 50.00
2
$ 100.00
LSRV-03
Project Management Fee / Hr.
$ 150.00
30
$ 4,600.00
In -Car Installation
LINST-01
In -Car Hardware Installation / Car - Coban certified
$ 375.00
$
personnel to install equipment on site. Charge includes
Travel, Lodging, etc.
Training
Training prices are based on one trainer per day. An
additional charge of $1000.00 per day will need to be
added for additional day.
LTRN-01
In -Car Installation Training - Includes Travel (all prices
$ 2,000.00
1
$ 2,000.00
based on 1 day up to 2 cars) Upon completion of training
course, trained personnel are certified on installation of
Coban TopCam Edge In -Car Hardware
LTRN-02
On -Site Admin/Officer Training - include Travel - Train
$ 2,500.00
1
$ 2,500.00
the Trainer (2 X 4hr session, up to 8 attendees per
session)
LTRN-09
LTO Training ( tape library)
$ 1,000.00
Warranty
WARR-E2
TopCam EDGE - Fourth Year Extended Warranty
$ 250.00
Optional
WARR-E3
TopCam EDGE - Fifth Extended Warranty
$ 445.00
Optional
WARR-EP3
TopCam EDGE - Extended Priority 3 Year
$ 545.00
Optional
WARR-EP4
TopCam EDGE - Extended Priority 4 Year
$ 726.00
Optional
WARR-EP5
TopCam EDGE - Extended Priority 5 Year
$ 950.00
30 $ 28,500.00
City of Renton Police Digital In -Car Video System Contract 30 1 P age
WARR-DVD I Automated d DVD Burner - 2nd and 3rd Year Extended $ 500.00 I Optional
Shipping
LSHIP-01
ping per unit cost ( TopCam)
$ 75.00
30
$ 2,250.00
FAIldeliveriesare F.O.B. Destination; Insured Stafford, TX
stination
Total $ 196,125.00
Tax 9.50% $18,631.88
Total $ 214,756.88
City of Renton Police Digital In -Car Video System Contract 31 1 P a g e
Attachment B: Statement of Work
131. Introduction
This Statement of Work ("SOW") has been made and entered into, by and between, COBAN Technologies, Inc.,
(hereinafter referred to as "COBAN") and CITY OF RENTON (the " City "). This Contract consists of the provisions set
forth below, including provisions of all attachments to this Contract. The following pages describe the products, services
and support information pertaining to the purchase of the Coban Digital In -Car Video Solution. (Herein after referred to
as "DICVS")
B1.1 Project Objective
This project will implement the DICVS consisting of in -car recording system with back office Digital Video Management
Solution (herein after referred to as "DVMS" ).
B1.2 Project Location
Work shall be performed at the following location:
Back Office Installation Location:
1055 S Grady Way
Renton, WA 98057
In -Car Installation Training / Installation Location:
1055 S Grady Way
Renton, WA 98057
or
3555 NE 2"d St Bldg
Renton, WA 98056
B1.3 Document Objective
This document will constitute the full scope of work for the Digital In -Car Video Solution project. Any change or
modification to this document after acceptance will require a change request that is signed by the City and COBAN. The
following specification requirements are met with these documents.
Define overall project scope and task objective for the project.
Define the bounds of ownership and responsibility between the City and COBAN for the completion of the project.
Define project deliverables and City acceptance criteria for project closure and sign off.
B1.4 Project Deliverables
Coban will provide written documentation defining the following aspects of the DICVS in the format specified:
• Detailed Equipment List ( PDF )
City of Renton Police Digital In -Car Video System Contract 32 1 Page
• Detailed Equipment Specifications
• DVMS User's Guide ( PDF )
• In -Car Hardware Guide ( PDF)
• Mobile Recorder User's Guide ( PDF )
• Mobile Recorder Quick Reference ( PDF )
• In -Car System Installation Guide ( PDF )
• TopCam Training ( PPT )
• DVMS Training ( PPT )
B2. Services Provided
132.1 Project Confirmation
The City and COBAN will begin the project by conducting a kickoff meeting for review and confirmation of the proposed
solution. COBAN will conduct a thorough discovery base on surveys completed by the City to fully understand the City's
technical needs and quality the proposed equipment and application requirements.
It is the City's intention to purchase 30 in -car systems over a three year period subject to the availability of funds. Phase
I will include 10 in -car systems, the supporting infrastructure and Coban installation, configuration, and training services
(all items listed in the Statement of Work except 20 in -car systems and their associated costs). Phase II will be additional
in -car systems purchased in year two and Phase III will be additional in -car systems purchased in year three.
132.2 Project Implementation and Configuration
COBAN Engineer Team will stage, install and configure the in -car recoding system and DVMS application for this project
according to the specific listed below:
1. In -Car Hardware Purchased:
( 30) — TopCam Edge
• 5.7" Touch Screen Monitors
• CPU Module with 32GB Solid State Drive
• Power Module
• 32 GB Removable Solid State Drives with USB2.0 interface
• CCD Camera
• Wireless Microphone Receiver and transmitter
(Including Li -ion battery 110mA, leather pouch, car charger cable, wall charger cable)
• 12 ft. In -Car covert microphone
• Microsoft Windows XP Embedded
• Internal 802.11 a/b/g wireless card
(30) — GPS
( 30) — Crash Sensor
( 30) — Detached Wide Angle IR Camera
( 30) — Fixed Wireless External Antenna
( 3) — Wireless Microphone Transmitter Package B
( 3) — Removable Hard Disk
2. Back office Hardware Purchased:
( 3 ) USB 2.0 Upload Cradle
City of Renton Police Digital In -Car Video System Contract 33 1 P a g e
3. Services Purchased:
• (1) DVMS Workstation Client Config (day)
• (1) DVMS Server with Storage Config (day)
• (2) Wireless In -Car Client Config (day)
• (30) Project Management & Technical Service( hr.)
• ( 1 ) In -Car Installation Training ( day)
• (1) Admin and Officer Training (day)
4. Maintenances Purchased:
(30) DVMS Maintenance Support —Year 1
(30) TopCam Edge Extended Priority —Year 1-5 (or other extended warranty as specified upon device
purchase)
5. Workstations & Upload Solution(s):
The City will be implementing a wireless upload solution via 802.11G connectivity to provide wireless upload
capability. COBAN's digital in car unit will connect to this solution via COBAN's 802.11G wireless card to facilitate
the wireless upload of the recorded video. It is the City's responsibility to have the Wireless equipment installed
and configured prior to Coban arriving on site for testing.
The City will also be using the removable hard drive upload solution; recorded video will be up -loaded from the
TopCam Edge system to the server via removable hard drive. The City will be providing its own workstations for
this purpose and ensure that the workstation(s) meets the Coban minimum upload workstation requirement
listed below.
• OS should be Windows XP Professional with SP2 or above.
• Recommended Core 2 DUO, 2.2GHz or Higher
• Recommended 2GB RAM or Higher
• Minimum of 64 MB Graphics card
• USB 2.0 port for upload cradle (for Mobile HDD upload and download)
• Windows Media Player 9.0 or higher
• Active Ethernet Connection 100 base-T or faster.
The equipment listed above only applies to workstations that the City will use for upload, view and export of
recorded videos to and from the storage array. Workstations that the City simply wishes to be able to view
videos and run reports from the DVMS City Software need only to be running Windows XP Pro, MPEG II Codec,
and have an active Ethernet connection. The DVMS City Software may be loaded on to additional workstations
(by the City) with no additional license fees incurred from COBAN.
6. Back Office Setup
The City will provide its own back end storage hardware and ensure the Server will meet Cuban's minimum
specification requirements:
• Core 2 DUO, 2.2GHz or Higher
• 2GB RAM or Higher
• Mirrored SCSI drive for OS and database.
• The OS should be Windows Server 2003 R2 or Windows Server 2008 with the latest service pack.
• Microsoft SQL Server 2005 with 5 CAL or SQL Server 2008 with 5 CAL
( SQL Express 2005 or SQL Express 2008 may be used if 2 or less workstations are connected to the Server )
• Windows 2003 or Windows 2008 Server with the latest service pack.
City of Renton Police Digital In -Car Video System Contract 34 1 P a g e
• Disk Storage Array system must be configured. Note that NAS is not supported; it should be either internal
Raid or SAN storage.
• Partition(s) must be formatted and assigned a drive letter by the server.
• Server should be racked and running with network access and a UPS backup.
Coban shall install DVMS application on the server. Coban Engineer will test connectivity and operability from
the workstation to the server. An authorized member of the City's Information Technology Department MUST
be on hand for this installation when the DVMS storage devices are to be added to the City existing network.
Installation Training Provided by Coban
COBAN technicians will train the City technicians / 3rd Party Outfitter on the proper installation and support of
the TopCam Edge system. COBAN technician will use up to two ( 2 ) vehicles as installation training vehicles
unless detailed otherwise in quote). The City / 3rd party outfitter shall provide the installation location and
ensure that the vehicles and technicians to be trained are available at the agreed upon time. Upon successful
completion of each phase, authorized City personnel will be required to approve the installation and training.
Successful, timely completion of the installation and testing will depend on many "outside" factors pertaining to
the existing equipment that are currently in the vehicle. COBAN shall install these units under the assumption
that ALL scheduled vehicles have been thoroughly assessed by the City and approved for said installation. Any
failure or inconsistency noted during installation and testing shall be reported immediately to the City for
resolution. (An example of one of the most commonly found failures during installations are that the battery in
the vehicle is not charging properly or is not holding a charge properly. This can cause a premature "shutdown"
of the digital in car unit, or the existence of "scotch locks" on existing cabling). Delays due to vehicles not being
available or vehicles not approved for installation may result in additional fees to the City. System record
triggers will be determined prior to the project work order, if additional triggers are requested, a work change
order must be submitted and any additional costs (if applicable) will be approved by the City prior to said
triggers being installed and configured.
Training
The City has opted for "Train the Trainer" approach. COBAN will train the appropriate City personnel who in turn
will be responsible for training the officers and other authorized City personnel on the operation of the digital in
car unit and DVMS storage application. Electronic user manuals on all equipment and applications installed will
be provided to the City for review. COBAN® will provide one (1) day training; consist of two (2) sessions.
Morning session ( 8am-12pm) Administrator / Back Office Training, afternoon session (1pm-5pm) Officer / In -Car
Training. It is recommended that there be no more than eight (8) trainees per session.
9. Training Outline
Hours I System Administrator's Training
Solution Overview
In -Car Operation Overview
1 x 4hr DVMS System Operation and Management:
Server Operation & Management
DVMS Maintenance
Server Maintenance
Overall Review wrap-up
City of Renton Police Digital In -Car Video System Contract 35 1 Page
Hours I General Officer's Training
System Training
1 x 4hr - Operation Demonstration
- Hardware Overview
- Recording Functions
- Wireless Microphone Operations
- In -Car Play Back
- Data Entry
- Video Transfer
- System Shutdown Procedures
Back Office DVMS Training
DVMS Operation Demonstration
- Check -in/ Check-out Procedures
- Upload Video & Data Retrieve, Retain & Archive Video & Data
- Export Video & Data — DVD, CD, Tape Library, etc.
Overall Review wrap-up
133. Responsibilities
133.1 City's Responsibilities
This SOW is provided based on the following requirements met by others and following key assumptions. Any
deviations from these assumptions that arise during the project shall be managed in writing by the City's Project
Manager as specified in A1.4. Parties agree that any changes in the assumption may result in adjustment in pricing and
project timeline. City understands additional services and fees may be required if inaccurate or incomplete
data/information sis supplied to COBAN.
• Provide a single point of contact for project coordination with COBAN.
• Provide a list of key resources for affected areas by the project to the COBAN Project Manager prior to the project
kick off, including Name, Title and Area of Focus, phone & E-Mail wherever possible.
• Notify COBAN 21 days in advance of schedules change.
• Complete COBAN provided Vehicle Survey, Vehicle Survey Photos and Back Office Configuration Survey at least 30
days prior to on site implementation.
• Provide up to date necessary/relevant network diagrams.
• Provide power requirements for equipment as specified by COBAN.
• Provide network connectivity resources.
• Provide security clearance and physical access to facilities, as required. This includes badges, passwords, and access
cards, parking privileges.
• Ensure all users and administrators are present during the allotted training times, on time and without interruption.
• The vehicle(s) scheduled for installation on the agreed upon date will be present and available to COBAN®
technicians.
• The City is responsible for maintaining its own "Disaster Recovery" policies and procedures for the reconstruction of
lost or altered files, backup or saving of data or programs to the extent deemed necessary by the City and for
actually reconstructing any lost or altered files, data or programs. COBAN assumes no responsibility for the
protection of The City data. COBAN is not liable for damage to software or data caused by service to the computer
City of Renton Police Digital In -Car Video System Contract 36 1 P a g e
hardware equipment, except to the extent that such damage is caused directly or indirectly by COBAN. Any service /
warranty work required on the workstation, server or other devices provide by the City in conjunction with the
DICVS will be performed by the manufacturer's representative from whom they purchased the devices from.
The City's Information Technology Department will be responsible for making certain that any and all security
settings (port openings, firewall settings, antivirus software, etc.) are made prior to the installation and testing of
the DVMS storage equipment. COBAN shall not be held liable for any of the following and is not limited to: network
breach, data interception or loss of data due to those types events, virus / Trojan infection, if and when a situation
should occur. It is highly recommended that the City's Information Technology Department maintain a "remote"
connection to the server for the remote support of the server by COBAN software engineers. This connection need
not be a "constant or always live" type, but one that can be established easily as needed.
B3.2 Coban's Responsibilities
• Provide a single point of contact for project coordination with the City.
• Provide a list of key resources for the project to the City prior to the project kick off; including name, title, focus
area, phone, birthday, fingerprint and e-mail wherever possible.
• Notify the City within 21 calendar days in advance of schedules change.
• Provide goods and services outlined under section 2.2.
City of Renton Police Digital In -Car Video System Contract 37 1 P a g e
Attachment C: Fair Practice Policy Affidavit of Compliance
CITY OF RENTON
+ " FAIR PRACTICES POLICY
{ -V AFFIDAVIT OF COMPLIANCE
Cuba N � We-c- I YiG • hereby confirms and declares that
( Name of contractor/subcontract /croonstiltaiat)
It is the policy of C—Cpbmn Ter Y1 te_tsInc. to offer equal
{ Name of contractor/subcontractor consultant)
opportunity to all qualified employees and applicants for employment without regard
to the race, creed, color, sex, national origin, age, physical or sensory disability,
religion, sexual orientation, or veteran status.
IL C.®kaan Te&mol i.e ly\�'_ complies with all applicable
( Name of contractor/subcontractor/cons Itant)
federal, state and local laws governing non-discrimination in employment.
III. When applicable, � cxYN will seek out
and
( Name of contractor/subcontractor/consultant)
negotiate with minority and women contractors for the award of subcontracts.
Print Agent/Representative's Name
Print Agent/Representative's Title _
aVA4 /4��
Agent/Representative's Sig ature
_�v"e. (o . 20 tC)
Date Signed
City of Renton Police Digital In -Car Video System Contract 38 1 P a g e
Attachment D: Affidavit and Certification Form
CITY OF RENTON
Combined Affidavit and Certification form:
Non -Collusion. Anti -Trust, and Minimum Wage
(Non -Federal Aid)
NON -COLLUSION AFFIDAVIT
Being duly sworn, deposes and says, that he is the identical person who submitted the foregoing proposal or bid,
and that such bid is genuine and not sham or collusive or made in the interest or on behalf of any person not therein
named, and further, that the deponent has not directly induced or solicited any other Bidder on the foregoing work
or equipment to put in a sham bid, or any other person or corporation to refrain from bidding, and that deponent has
not in any manner sought by collusion to secure to himself or to any other person any advantage over other Bidder
or Bidders.
AND
CERTIFICATION RE: ASSIGNMENT OF
ANTI-TRUSTCLAIMS TO PURCHASER
Vendor and purchaser recognize that in actual econom is practice overcharges resulting from anti-trust violations are
in fact usually borne by the purchaser. Therefore, vendor hereby assigns to purchaser any and all claims for such
over -charges as to goods and materials purchased in connection with this order or contract, except as to overcharges
resulting from anti-trust violations commencing after the date of the bid, quotation, or other event establishing the
price under this order or contract. In addition, vendor warrants and represents that such of his suppliers and
subcontractors shall assign any and all such claims to purchaser, subject to the aforementioned exception.
AND
MINIMUM WAGE AFFIDAVIT FORM
1, the undersigned, having been duly sworn, deposed, say and certify that in connection with the performance of the
work of this project, I will pay each classification of laborer, workman, or mechanic employed in the performance
of such work; not less than the prevailing rate of wage or not less than the minimum rate of wages as specified in
the principal contract.
I have read the foregoing affidavits and certification, know the contents thereof and the substance as set forth
therein is true to my knowledge and belief.
FOR: NON COLLUSION AFFIDAVIT, ASSIGNMENT OF ANTI-TRUST CLAIMS TO PURCHASER AND
MINIMUM WAGE AFFIDAVIT n
t Ivy - 08-- r- `ems Inc-.
Nam of Project Name of Bidder's Firm Signature of Authori d
Representative of Bidder
Subscribed and sworn to before me on this 1 Ofh, day of Ur\e, , 20 t U .
r
SIN SIR H R ary u. is i and fort tate of T�accis
4 r Notary Public. State of Texas
_ tely Cammission Expires Notary (Print)
r;s,, June 30, 2010 —__J--
My appointment expires: ��� _ =,Q , aof o
City of Renton Police Digital In -Car Video System Contract 39 1 P a g e
Attachment E: Software License Agreement
GRANT OF LICENSE
Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the
COBAN SOFTWARE. The COBAN SOFTWARE is licensed, not sold.
This LICENSE grants the City the following rights:
Software. The City may install and use one copy of the COBAN SOFTWARE on the PRODUCT
Storage/Network Use. The City may install the DVMS CLIENT software on their existing internal local area network. The
City may not make unauthorized copies of the COBAN Mobile Start software without the express written consent of
COBAN. COBAN assumes no liability for software installation failures due to incompatible hardware, software or
network security issues that are controlled by the City's Information Technology Department. COBAN will not be
responsible to install said software on the City local area network, unless specifically contracted to do so. Instructions
shall be provided to the City to accomplish this task.
Back-up Copy. A back-up copy of the COBAN SOFTWARE is included with the PRODUCT. The City may use the back-up
copy solely for archival purpose.
DESCRIPTION OF OTHER RIGHTS & LIMITATION
Limitation on Reverse Engineering. De -compilation and Disassembly. The City may not modify, reverse engineer, de -
compile, or disassemble the COBAN SOFTWARE or HARDWARE in whole or in part without the express consent from
COBAN. Failure to obtain consent may void any and all warranties.
Separation of Components. The COBAN SOFTWARE is licensed as a single product. Its component parts may not be
separated for use on more than one PRODUCT.
Single PRODUCT. The COBAN SOFTWARE is licensed with the PRODUCT as a single integrated product. The COBAN
SOFTWARE may only be used with the PRODUCT.
Rental. The City may not rent or lease the COBAN SOFTWARE.
Software Transfer. Software / Hardware / Licenses are NOT transferable.
Termination. Without prejudice to any other rights, COBAN may terminate this LICENSE if the City fails to comply with
the terms and conditions of this LICENSE. In such event, the City must destroy all copies of the COBAN SOFTWARE and
all of its component parts.
PROHIBITION ON EXPORTATION
EXCEPT FOR EXPORT TO CANADA AND AUSTRALIA, THE COBAN SOFTWARE AND ANY UNDERLYING TECHNOLOGY MAY
NOT BE EXPORTED OUTSIDE THE UNITED STATES OR TO ANY FOREIGN ENTITY OR "FOREIGN PERSON" AS DEFINED BY
U.S. GOVERNMENT REGULATION, INCLUDING WITHOUT LIMITATION, ANYONE WHO IS NOT A CITIZEN, OR LAWFUL
PERMANENT RESIDENT OF THE UNITED STATES. THE CITY AGREES THAT BY DOWNLOADING OR USING THE COBAN
SOFTWARE, THEY ARE AGREEING TO THE FOREGOING AND THEY ARE WARRANTING THAT THEY ARE NOT A "FOREIGN
PERSON" OR UNDER THE CONTROL OF OR ACTING ON BEHALF OF THE FOREIGN ENTITY.
U.S. GOVERNMENT RESTRICTED RIGHTS
The Software Product and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the
United State Government is subject to restrictions as set forth in subparagraph (c)(1) and (2) of the Commercial
PRODUCT Software -Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Coban Technologies, Inc.,
12503 Exchange Drive, Suite 536, Stafford, Texas 77477.
SOFTWARE WARRANTIES - Reserved
The COBAN PRODUCT described in this instruction manual may include copyrighted COBAN SOFTWARE stored in
semiconductor memory and other media. Laws in the United States and other countries preserve certain exclusive rights for
COBAN copyrighted SOFTWARE programs, including the exclusive right to copy or reproduce the copyrighted SOFTWARE
program in any form. Accordingly, any copyrighted COBAN SOFTWARE programs contained in the COBAN PRODUCT described
in this instruction manual may not be copied or reproduced in any manner without the express written permission of COBAN.
City of Renton Police Digital In -Car Video System Contract 40 1 P a g e
Furthermore, the City shall not be deemed to grant either directly or by implication, estoppels or otherwise, any license under
the copyrights, patents or patent applications for COBAN, except for the normal non-exclusive, royalty -free license to use that
arises by operation of law in the sale of a product.
END USER LICENSE AGREEMENT
This End -User License Agreement ("LICENSE") is a legal agreement between the City and Coban Technologies, Inc.
("COBAN"), the manufacturer of the TOPCAM Edge Systems ("PRODUCT"). All COBAN software, including COBAN
Mobile Start Software ("SOFTWARE") and third party software not otherwise licensed by a specific end user license
agreement included with the CITY PRODUCT, downloaded from COBAN websites or provided by COBAN as update /
upgrades, shall be referred to as COBAN SOFTWARE. The COBAN SOFTWARE includes PRODUCT software, the
associated media, any printed materials, and any "on-line" or electronic documentation, as well as COBAN supplied or
facilitated update / upgrades thereto. Notwithstanding for foregoing, software distributed together with separate end
user software license agreements (the "Third Party EULA"), including but not limited to Windows" operating system
provided by Microsoft Corporation, shall be covered by respective Third Party EULAs. The City may use the COBAN
SOFTWARE only in connection with the use of PRODUCT. By installing, copying, downloading or otherwise using the
COBAN SOFTWARE, the City agrees to be bound by the terms of this LICENSE. If the City does not agree to the terms of
this LICENSE, the City should promptly contact COBAN for instruction on return of the entire PRODUCT and COBAN
SOFTWARE for a refund. A 15% restocking charge will be applied to PRODUCT returns.
City of Renton Police Digital In -Car Video System Contract 41 1 P a g e
Attachment F: Maintenance Agreement
Limited Warranty & Support Statements
EQUIPMENT WARRANTY
The warranty applies within the fifty (50) United States and all States. This Limited Warranty is non -transferable. This
Limited Warranty is null and void if the factory applied serial number or tamper evident labels have been damage,
altered or removed from the product.
WHAT THIS WARRANTY COVERS AND FOR HOW LONG
COBAN Technologies, Inc. ("COBAN") warrants the COBAN Manufactured TOPCAM Edge System ("PRODUCT"), against
defects in material and workmanship under normal use and service for a period of one (1) year, such warranties shall
begin when supplies or equipment are delivered to the City.
COBAN, at their discretion, will at no charge, repair the PRODUCT (with new or reconditioned parts), or replace it with the same
or equivalent PRODUCT (using new or reconditioned Products), during the warranty period, provided that the City notifies
COBAN according to the terms of this warranty. The repaired or replaced PRODUCT is warranted for the remaining original
applicable warranty period. All returned parts of the PRODUCT shall become the property of COBAN.
This expressed limited warranty is extended by COBAN to the original end -user purchasing the PRODUCT for purposes of
governmental use only, and is not assignable or transferable to any other party. This is the complete warranty for the
PRODUCT manufactured by COBAN. COBAN assumes no obligations or liability for additions or modifications to this warranty
unless made in writing and signed by an officer of COBAN. Unless made in a separate written agreement between COBAN and
the original End -user, COBAN does not warrant the installation, maintenance, or service of the PRODUCT.
COBAN cannot be responsible in any way for any ancillary equipment not furnished by COBAN, which is attached to or used in
connection with the PRODUCT, or for operation of the PRODUCT with any ancillary equipment and all such equipment is
expressly excluded from this warranty. Because each system, which may use the PRODUCT, is unique, COBAN disclaims liability
for range, coverage, or operation of the system as a whole under this warranty.
GENERAL WARRANTY PROVISIONS
This warranty sets forth the extent of COBAN'S responsibilities regarding the PRODUCT. Repair, replacement, or refund of the
price, at COBAN'S option, is an exclusive remedy.
THE WARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESS WARRANTIES. COBAN DISCLAIMS ALL OTHER WARRANTIES OR
CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL COBAN BE LIABLE FOR DAMAGES IN EXCESS OF THE ORIGINAL
PRICE OF THE PRODUCT, FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCES, COMMERCIAL LOSS, LOST PROFITS, OR
SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY
TO USE THE PRODUCTTO THE FULL EXTENT THAT MAY BE DISCLAIMED BY LAW.
CITY'S RESPONSIBILITIES
It is the City responsibility to backup the contents of hard drives, including any data that may be have stored or software
that may have been installed on the hard drive. It is possible that the contents of the hard drive will be lost or that the
drive may need to be reformatted in the course of service and COBAN will not be held liable for any damage to or loss of
any program, data or other information stored on any media or any part of any PRODUCT service hereunder. It is HIGHLY
recommended that the City create a valid disk "image" after final installation is completed. This image will need to be
updated as changes are made to the units and kept safe by the City for data recovery purposes. COBAN assumes no
liability or responsibility in developing a disaster recovery policy for the City. The City will perform any and ALL data
reconstruction, unless specifically stated in the initial contract between COBAN and the City.
City of Renton Police Digital In -Car Video System Contract 42 1 Page
PATCHES & UPDATES
As an industry standard best practice it is recommended, prior to applying "regular" patches / upgrades from Microsoft
to the Coban DVMS Production Servers, the City shall test the patches and upgrades on a test server to ensure the
integrity of the Coban DVMS application is not compromised, and patches and upgrades are compatible with the City's
environment and software variables. Coban also will test such patches and upgrades internally to ensure the DVMS
application is supported by Microsoft Server on an ongoing bases.
SERVICE & SUPPORT
All initial Tech Support Requests MUST be called into Coban's Main Tech Support line (281-277-8288 option 3) or
entered via Coban Customer Support Web Portal (http://customer.cobantech.com).
The City must notify COBAN within the applicable warranty period for information regarding warranty service. If requested,
proof of a bill of sale or purchase order (which is evidence that the product is within the warranty period) must be presented to
obtain warranty service.
Service and support of the unit POST installation will be handled as follows:
The officers) using the systems will report all support requests/system issues to the City's main technical contact,
(names, numbers and email addresses to be provided by the City) who is in charge of the in -car video program. The main
technical contact person(s) for the City will then contact COBAN within 24 hours of the issue being brought to their
attention so that the issue can be resolved as quickly as possible. The fleet technicians who will be providing the
installation for these units may also need to be involved in the initial troubleshooting portion of this process. Depending
on what type of problem is occurring the vehicle may need to be brought to the fleet technicians shop for further
diagnosis and problem resolution. (Providing that the issue is of an emergency nature, minor issues can be reported by
the City at their earliest convenience.)
Before the City contacts COBAN, please have the following information ready:
• Supported System's Invoice Number
• Model Type
• Serial Numbers
• Vehicles Number or VIN
• Description of the problem (as well as any error messages that may be received) and any troubleshooting steps the
City has already taken.
• To ensure proper troubleshooting, it is strongly recommended that the City not remove any components prior to
contacting Coban technicians.
Call COBAN at 281-277-8288 and follow the appropriate voice prompts or submit a support request at
http://customer.cobantech.com (the City must be a registered user to access this area.) If a ticket number has already
been assigned for this issue, please do not submit another ticket via the customer support website for the same issue.
Call from a location where City personnel can physically access the system if needed during phone based
troubleshooting
Basic Support is intended for use during business hours Monday through Friday from 8:00 AM to 5:00 PM
Central Standard Time. Calls received outside of normal business hours will receive a call-back during normal
business hours.
A Tech Support ticket number will be provided to the City. This ticket number will be used by the Tech Support Agent
to locate and research the issues associated with it, so please keep track of this number to expedite the support
process and provide it to the Tech Support Agent in any and all communications regarding this issue.
City of Renton Police Digital In -Car Video System Contract 43 1 Page
When requested, let the COBAN technician know what error message the City is getting and when it occurs; what the
City was doing when the error occurred; and what steps the City may have already taken to solve the problem. The
technician will go through a series of standardized troubleshooting steps over the phone with the City to help diagnose
the issue. Following completion of remote troubleshooting and problem determination the technician will determine if
the issue requires parts to be dispatched or if the issue can be resolved remotely over the phone
The main technical contact OR an authorized installation technician shall be available to assist in troubleshooting the
unit by phone if needed. COBAN will contact the City with this request and schedule a time to troubleshoot the unit if
the appropriate personnel are not available at that time. Upon completion of troubleshooting, COBAN will assess the
situation and determine the next course of action (if the issue is not resolved). Solutions to these issues will range from
issuing RMA number to having the fleet technician perform onsite repair to correct the problem. The City will supply a
login and connection profile for access to the City network via VPN. Access will be restricted to only the server and
workstation. Remote control for the server and workstation will be granted to COBAN support via their choice of remote
access software (Terminal Services, VNC, PC Anywhere, etc).
Any deliberate misuse or destruction (cabling cut, monitors cracked, deletion of operating system files on the in car unit
OR the DVMS workstation, etc) of the in car digital system / DVMS workstation or server; requiring a replacement model
or a technician to be dispatched will be billed at $150.00/ hour. (Travel expenses may be assessed as well if a local
technician is not available.) Arrangements will be made with the City prior to another unit being shipped or technician
being dispatched. Any 3rd party software loaded or devices integrated with / on the TOPCAM Edge system POST
installation will be the City's responsibility to ensure system functionality & compatibility. COBAN is not responsible for
damages caused by or in conjunction to the installation of third party software. (COBAN may request a licensed version
of the software for testing. This software shall be returned to the City after testing is completed and installation is
approved.)
Warranty Items Covered Under this S.O.W.
• COBAN components in TOPCAM Edge.
• Manufacturers defects in material or workmanship (for period of warranty)
• Support and service on the Primera Bravo XR DVD Disk Publisher is provided by Primera Technology Inc.
Primera Tech Support: 763-475-6669 or via Website http://www.primera.com/contact tech support.cfm
• Support and service on the Servers is provided by Dell Computer
Dell Tech Support: 1-800-3355 ext 7255010 or via Website http://support.dell.com
• Support and service on the servers will be provided by ASA Computer.
ASA Tech Support: 408- 654-2901 ext 210 or via Website: http://rma.asacomputers.com/request.php
Level 1- Initial problem discovery and diagnostics. COBAN Technician will contact the City's designated contact to
perform initial rudimentary troubleshooting steps. A trouble ticket will be generated at the time of the initial notification
of the issue (whether via phone or Coban Customer Website), problem will be diagnosed, once solved the ticket will be
closed. If problem cannot be resolved with initial call, COBAN Tech Support technician will escalate the issue to a level 2
technician for further research/troubleshooting.
Level 2 - Level Two issues will require servicing/repairing on the components (camera, receiver, etc.) If service or repair
is required, COBAN Technician will issue an RMA number and instruct the City to return the components to Coban. Prior
to issuing an RMA number for component, COBAN Technical support staff may request that the in car unit be "re -
imaged" by the designated City contact to see if this resolves the issue. If re -image and replacement component do not
resolve the issue, the problem will be escalated to a Level 3 technician. Cross ship or unit replacement will be issued at
Coban's discretion.
Level 3- Level Three issues are typically classified, as "Total System Failures" meaning the system is not operational or
useable by the City. If this is the case, and the serviced or repaired components did not resolve the issue, a complete
system replacement will be sent (if determined the only solution.) Additional troubleshooting and diagnostics will be
City of Renton Police Digital In -Car Video System Contract 44 1 P a g e
attempted prior to issuing an RMA for a complete system replacement or the vehicle may need to be sent to the
authorized service center for diagnostics or replacement. Initial response Time: 4 — 8 Business hours after escalation to
Level Three Priority by COBAN. Resolution times will vary depending on nature of problem.
If the City is not able to resolve a hardware issue by completing the troubleshooting steps, they will notify COBAN of the
issue by email at hwsupport@cobantech.com or via telephone at 281-277-8288. (Please make sure that the City
references the appropriate ticket number when contacting Coban Tech Support.)
• Each reported problem will include a Ticket Number, a description of the issue to include initial reports from end
users, the results of troubleshooting steps taken, the name of the person conducting the troubleshooting, serial
number of the computer experiencing the problem, and car number the computer is in.
• This information is required on every submission as well as a contact name and number for the City personnel who
can be contacted for further troubleshooting if needed to determine the proper resolution to the problem reported.
Submissions that do not include all of the aforementioned information will not be addressable until said information
is provided.
• Normal hours are Monday through Friday, 8:00 am to 6:00 pm CST.
• Some typical request statuses include RMA issued, case assigned to COBAN support team for further research, or
request for additional troubleshooting and report of results from City personnel.
• In cases where an RMA is not issued and the COBAN support team is researching the issue further, COBAN will
provide the City update via phone or email on the issue status at least every other business day.
• If a hardware issue is severe enough to make the computer unable to perform patrol functions, delays of RMA
issuance due to COBAN support researching an issue should never exceed three business days after the day of the
initial report. In this circumstance, an RMA should be issued for equipment repair or replacement. (Providing said
hardware "issue" is a defect in said component and not a result of the system becoming unstable due to addition of
3rd party software, hardware or system settings changes on behalf of the City.)
RMA and SHIPPING
If COBAN determines that all or part of the PRODUCT requires return for repair or replacement, a Return Merchandise
Authorization Number (RMA#) will be issued. Please return the PRODUCT to COBAN with the RMA number clearly
marked on the box. During the first 90 days of deployment, Coban will cover the RMA shipping to and from COBAN.
After the 90th day, the City will be responsible for shipping charges and to insure the product arrives at COBAN intact.
Coban will pay for return shipping to get the repaired/serviced modules back to the City via Ground Services. Any
expedited shipping request will be the responsibility of the City.
ADVANCE PLACEMENT / CROSS SHIP
If advance replacement / cross ship is required and the City wishes to receive the most expedient service available, the City will
be required to provide COBAN with a credit card authorization to bill City's credit card in the event that City fails to return the
original parts. The credit card will only be charged for COBAN's list price for the part if the part has not been returned within
Ten (10) days.
Type of Card:
Credit Card Number:
Expiration Date:
OTHER INFORMATION
Unit Replacement. Once replacement component has been received, the City must relinquish the defective unit to
COBAN. If the defective unit is not returned within ten (10) days, the City agrees to pay COBAN the cost for the
replacement unit upon receipt of invoice. Failure to honor the invoice within ten (10) days after receipt will cause the
cancellation of this Service Description Agreement and may result in other legal actions, including but not limited to
suspending shipment of subsequent units and or replacement components.
Parts Ownership. All service parts removed from City Supported System become the property of COBAN. The City will be
City of Renton Police Digital In -Car Video System Contract 45 1 P a g e
obligated to pay at the current retail price(s) for any service parts removed from City's Supported System and retained
by the City. COBAN will use new and reconditioned parts made by various manufacturers in performing warranty
repairs.
NON WARRANTY SERVICES
Any RMA units/components that are returned to COBAN as "non -operational or considered "non -warranty" that are in
fact operational (example: CPU units that have not been ghosted properly or at all, scratched / hazy touch screen
monitors, microphones missing parts such as: battery, internal seals, antennas, obvious misuse or damaged systems) will
be addressed with the City's Information Technology Department and invoiced at standard contract pricing for
replacement including the cost of shipping. Digital Photographs will be supplied of said equipment for review by the
appropriate City's Information Technology Department personnel prior to COBAN invoicing them for the said items.
Each support request, repair or troubleshooting pertaining to any item not covered under the Coban limited warranty
statement shall be invoiced to the City at the agreed upon Time and Materials rate. Currently, Coban charges $ 125.00
per hour on non warranty phone support. Coban technicians are not authorized to service any 3rd party hardware,
software or vehicle issues.
Compliance with Terms and Conditions
FAILURE TO FOLLOW THE ABOVE INSTRUCTIONS MAY RESULT IN DELAYS, AND MAY CAUSE THE CITY TO INCUR ADDITIONAL
CHARGES, OR MAY VOID WARRANTY.
IF DURING THE REPAIR OF THE PRODUCT, THE DATA STORED ON THE HARD DRIVE ARE ALTERED, DELETED, OR IN ANY WAY
MODIFIED, COBAN IS NOT RESPONSIBLE WHATSOEVER TO RECOVER OR RESTORE SAID DATA. THE CITY PRODUCT WILL BE
RETURNED TO THE CITY WITH THE ORIGINAL MANUFACTURED CONFIGURATION.
Be sure to remove all third party hardware, software, features, parts, options, alterations, and attachments not warranted by
COBAN prior to sending the PRODUCT to COBAN for service. COBAN is not liable for any loss or damage to these items.
Cooperate with the technician —The City agrees to cooperate with and follow the instructions provided by COBAN.
Experience shows that most system problems and errors can be corrected over the phone as a result of close
cooperation between the City and the technician. Please listen carefully to the technician and follow the technician's
suggestions.
ITEMS NOT COVERED UNDER THIS WARRANTY
• Parts consumed or periodically replaced during the life of the product such as but not limited to batteries, cable &
wires.
• Hardware lost or damage resulting from external causes such as dropped product, collision with any object, fire,
flooding, sand, dirt, windstorm, hail, earthquake or damage from exposure to weather conditions, misuse, abuse,
damage resulting from improper use of any electrical source, power surges, damage occurring during transport.
• De -installation or re -installation of product(s) or software application(s)
• Warranty support or service for 3rd party systems.
• Troubleshooting of applications or application compatibility issues.
• Data Migration
• Customization of end City MS Window desktop
• Vehicle with electrical issues
• On Site Service
• Freight costs to the repair depot.
• Normal and customary wear and tear.
• Damage due to connection to improper voltage supply
• Non-COBAN supplied equipment
City of Renton Police Digital In -Car Video System Contract 46 1 Page
• PRODUCT that has had the serial number removed or made illegible.
• Systems that are non -operational due to abuse, neglect or improper usage for anything other than what the system
was configured to do.
• Unauthorized entry opening of the COBAN module, monitor or forced removal of the MHDD and or components.
• Defects or damage from improper testing, operation, maintenance, installation alteration, modification, or
adjustment.
• Systems affected by virus, security breach, or other network related occurrence including but not limited to:
installation of 3`d party software applications, network security settings changes resulting in loss of communication
or ability to properly use the system.
• Systems affected by 3rd party software upgrades and 3rd party hardware changes that cause system to become
unstable or inoperable and configurations that deviate from the Original Master Gold Image.
• A PRODUCT subjected to unauthorized PRODUCT modifications, disassemblies, or repairs (including, without
limitation, the addition to the PRODUCT of non-COBAN supplied equipment) that adversely affect performance of
the PRODUCT.
• A PRODUCT, which, due to illegal or unauthorized alteration of the software / firmware in the PRODUCT, does not
function in accordance with COBAN, published specifications or with the FCC type acceptance labeling in effect for
the PRODUCT at the time the PRODUCT was initially distributed from COBAN.
• Scratches or other cosmetic damages to PRODUCT surfaces that do not affect the operation of the PRODUCT.
All preventive maintenance recommended by Coban to maintain the product in operating condition is the responsibility
of the City; loss or damage resulting from failure to provide recommended maintenance is not covered under this
contract.
EXTENDED WARRANTY:
(Optional Additional Years of Warranty Coverage Purchased By the City.)
In addition to the items listed above, the following additional items are NOT Covered under the EXTENDED Warranty
Maintenance and Service Plans offered by Coban.
• Consumable Items
• Removable Hard Drives
• Coban Power Supply Batteries
• Wireless Microphone Transmitter
• Wireless Microphone Transmitter Pouches
• Wireless Microphone Transmitter Batteries
• Wireless Microphone Transmitter and Receiver Antennas
PRIORITY WARRANTY:
(Optional Laver of Protection Against Unintentional Physical Damage)
It is designed to complement the Standard Warranty on the TopCam Edge System. It covers repairs to system
components of in -warranty TopCam Edge that are accidentally damaged during regular use.
Items Covered under this warranty:
• Edge CPU / Encoder Module
• Edge Display Module
• Edge Power Supply Module
• Removable Hard Drive
• Edge Camera
Items NOT Covered under this warranty:
• Consumable Items
City of Renton Police Digital In -Car Video System Contract 47 1 P a g e
• System Cables and Wires
• Coban Power Supply Batteries
• Wireless Microphone Transmitter
• Wireless Microphone Transmitter Pouches
• Wireless Microphone Transmitter Batteries
• Wireless Microphone Transmitter and Receiver Antennas
• Damage from intentional acts, fire, loss, theft, cosmetic (not affecting functionality), improper maintenance,
improper installation, modification other than Coban authorized service engineer and damage that is attributable to
acts of God.
Maximum Benefit for Priority Warranty coverage is limited to one major failure per covered components per year.
City of Renton Police Digital In -Car Video System Contract 48 1 Page
Attachment G: Contractor's Insurance Forms
NON-CONTRIBUTORY OTHER INSURANCE. ENDORSEMENT - FOR
DESCRIBED ADDITIONAL PROTECTED PERSONS
This andorseriient changes your Commercial
General .Liabil:ity Protection..
How Coverage Is Changed
The following: is added to the Other
Insurance section. This change broadens
coverage for certain .additional protected
persons.
if you've specifically agreed in a written
contract. that .this agreement must be primary
to and non-contributory with other insurance
issued direct:ly to a described additional
protected person, we won't share with that
other insurance any damages incurred by
that described additional protected person
for:.
Name or description:
BLANKET AS REQUIRED BY WRITTEN CONTRACT
Other Terms
• bodily injury or property damage covered
by this agreement that happerns after that
written contract was made; or
• personal injury or advertising9injury
covered. by this agreement that's :caused
by an offense committed after that. written
contract was made.
Described additional protec.tted person
means any person or organization, :other than
you, who:
• qualifies as a protected person under this
agreement; and
• is named or described below
All other .terms of your policy remain the same.
Name of Insured Policy Number TT06303309 Effective Date 11/11/O9
CO.BAN TECHNOLOGIES Processing Date 11/19/09 14:.21 001
G0435 Ed. 4-00 Endorsement
6 2000 The 8t.. Paul Travelers Companies, Inc. All Rights Reserved Page i of 2
City of Renton Police Digital In -Car Video System Contract 49 1 Page
Attachment H: Acord Form
.4co CERTIFICATE OF LIABILITY INSURANCE DADDIYYYY)
�---� 6/7/27/2010
PRODUCER (281) 204-8770 FAX: (281)204-8810
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Highpoint Insurance Group LLC
1150 Clear Lake City Blvd
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Suite 201
Houston TX 77062
INSURERS AFFORDING COVERAGE
NAIC #
INSURED
INSURER A. St Paul Fire & Marine
COBAN Technologies Inc
INSURER B:The Standard Fire Insurance
12503 Exchange Dr #536
INSURER c: Travelers
INSURER D:
IStafforcl TX 77477
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TOTHE INSU RED 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 BYTHE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OFSUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
DD'L
NSRD
TYPEOFINSURANCE
POLICY NUMBER
POLICY EFFECTIVE
DATE MMIDDIYYYY
POLICY EXPIRATION
DATE MMIDDIYYY
LIMITS
GENERAL LIABILITY
EACH OCCURRENCE
$ 1,000,000
A
X COMMERCIAL GENERAL LIABILITY
CLAIMS MADE LFX1 OCCUR
rrO6303309
11/11/2009
11/11/2010
DAMAGE TO REN D
PREMISES Ea occurrence
$ 250,000
MED EXP(Any one person)
$ 10,000
PERSONAL &ADV INJURY
$ 1,000,000
GENERAL AGGREGATE
$ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS-COMFYOPAGG
$ 2,000,000
X1 POLICY F PRo-
,IEC LOC
AUTOMOBILE
X
LIABILITY
ANY AUTO
COMBINED SINGLE LIMIT
(Ea accident)
$ 1,000,000
A
X
ALL OWNED AUTOS
SCHEDULED AUTOS
rTO6303309
11/11/2009
11/11/2010
BODILY INJURY
(Perperson)
$
X
X
HIREDAUTOS
NON -OWNED AUTOS
BODILY INJURY
(Per accident)
$
PROPERTY DAMAGE
(Per accident)
$
GARAGELIABILITY
AUTO ONLY -EA ACCIDENT
$
OTHER THAN EA ACC
$
ANY AUTO
$
AUTO ONLY: AGG
EXCESS I UMBRELLA LIABILITY
OCCUR F—ICLAIMS MADE
EACH OCCURRENCE
$ 1,000,000
AGGREGATE
$
$
A
DEDUCTIBLE
IT06303309
11/11/2009
11/11/2010
$
X RETENTION $ 10,000
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANY PROPRIETORIPARTNERIEXECUTIVE ElE.L.
OFFICERIMEMBER EXCLUDED?
(Mandatory in NH)
If yes, describe under
COB-2496P17-2-09
11/11/2009
11/11/2010
WC STATU- OTH-
Y LIMITS E
EACH ACCIDENT
$ 1,000,000
E.L. DISEASE - EA EMPLOYEE
$ 1,000 000
E.L.DISEASE - POLICY LIMIT"
$ 1 000 000
SPECIAL PROVISIONS below
I
I
A
Professional
06303309
05/26/2010
11/11/2010
occurrence $1,000,000
�OTHERE&O
Aggregate $1, 000 , 00 0
DESCRIPTION OF OPERATIONS I LOCATIONS! VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS
City of Renton is Additional Insured on General Liability & Auto Liability where required by written contract. GL is
primary & non-contributory where required by written contract as per policy terms & conditions. Waiver of Subrogation
applies in favor of City of Renton on GL & Auto policies where required by written contract.
City of Renton
1055 South Grady Way
Renton, WA 98057
IrMIYI.rC LLIi 1 I V IY
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVORTO MAIL 30 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR
AUTHORIZED REPRESENTATIVE
.i Moss Smyrl, CPCU,CI"�--
AL.VKL) zo (zuualUI) 01988-2009ACORD CORPORATION. All rights reserved.
INS025 Izooso) The ACORD name and logo are registered marks of ACORD
City of Renton Police Digital In -Car Video System Contract 50 1 P age
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
.)&*]I-111J11=1:11
This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized
representative or producer, and the certificate holder, nor does it affirmatively or negatively amend,
extend or alter the coverage afforded by the policies listed thereon.
AUVKU ZO (ZUUtifUl)
NS025 (200901
City of Renton Police Digital In -Car Video System Contract
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