CONTRACT FOR COMPUTER SYSTEM & SYSTEM INTEGRATION SERVICES
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Contract for
Computer System and System Integration Services
This Contract entered into this 30 day of AI{ ~ ~ . 1995 by and between the City of
Clearwater, Florida, a municipality with its principal place of business located at City Hall, 112 S.
Osceola Avenue, P.O. Box 4748, Clearwater, FL 34618-4748, hereinafter referred to as the "City,"
and PSI INTERNATIONAL, Inc., a Massachusetts Corporation having its principal office of business
at 10306 Eaton Place, Suite 400, Fair&x, Vuginia, 22030, hereinafter referred to as "PSI."
WITNESSETH,
WHEREAS, the City has established the need for a police computer system which includes the
operating systems software, application software, computer hardware, wired and wireless networking
products, and services, consistent with and in compliance with the City of CleOlWater Request for
Proposalfor Computer System and System Integration Services, dated August, 1994, and Addenda
thereto, hereinafter referred to as the "RFP;" and
WHEREAS, in response to the RFP, PSI submitted a proposal dated November 15, 1994, hereinafter
referred to as the "Proposal;"
WHEREAS, the City has detennined that PSI is qualified to provide the aforementioned products and
services, and the City is desirous of entering into a contract with PSI to provide same; and
WHEREAS, PSI has thoroughly examined the requirements of the City, has read and understood the
RFP and scope of the project, has discussed same with City staff on multiple occasions, has conducted
site visits to the Clearwater Police Department and viewed existing computer systems and thereby fully
understands the complexity and magnitude of this project; and
WHEREAS, PSI stands ready, willing and able to provide said products and services as stipulated in
the RFP and described in the Proposal, in accordance with the tenns, conditions and provisions of this
Contract;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the City and PSI
agree as follows:
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1. DEFINITIONS: The following terms shall be defined, for all purposes herein, as follows:
ACCEPTANCE shall herein mean the completion and approval of the System or anyone of its
milestones, phases or components, as signified by the signature of the City's Project Manager.
APPLICATION SOFfW ARE shall herein mean licensed computer software, owned by PSL Logistic
Systems, Inc., or Public Safety Technology, Inc., provided in source and object code fonnat, including
standard vendor products and updates to such, which are utilized to satisfy the functional requirements
defined by Section ill of the RFP.
A VL shall herein mean Automatic Vehicle Location System.
CAD shall herein mean application software which satisfies call-taker, dispatcher, and related call-
handling requirements for Computer Aided Dispatch.
CHANGE ORDER shall herein mean an agreement, in writing and signed by the City and PSI, to
change or supplement an element in the scope of work of this Contract.
CITY shall herein mean the City of Clearwater, a Florida municipality with its principal place of
business located at City Hall, 112 S. Osceola Avenue, P.O. Box 4748, Clearwater, Florida 34618-
4748.
COMPONENT shall herein mean any portion of the System needed to effect operation.
COMPUTER PROGRAMS shall herein mean the source code, object code, and documentation
provided to satisfy the requirements of this Contract.
CONTRACT shall herein mean this contact, all attachments and exhibits hereto, any change orders
mutually agreed to, in writing, by the City and PSI, the Hardware and Software Maintenance
Agreement and License Agreement and all attachments and exhibits thereto, the RFP, and the
Proposal, all of which are incorporated herein by reference.
CONVERSION shall herein mean the translation of data records from the present Clearwater Police
Department computers into such a fonnat as to allow interpretation, update, and inquiry by new
computer programs provided to satisfy the requirements of this Contract.
DOCUMENTATION shall herein mean hard copy user and systems manuals, and on-line "Help"
features, provided to satisfy the documentation requirements of this Contract.
ERICSSON GE shall herein mean the Radio company providing equipment and services to the City of
Clearwater, with local office of Ericsson GE Mobile Communications, Inc., 5130 Eisenhower Blvd.,
Ste. 246, Tampa, FL 33634.
GTE shall herein mean the local telephone company, not a subcontractor, who will provide Frame
Relay setvices.
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HARDWARE shall herein mean the computer equipment and networking components supplied by PSI
and subcontractors under the provisions of this Contract.
INSTALLATION shall herein mean the physical unpacking, setting in place, and diagnostic testing of
hardware and software.
LOGISTIC SYSTEMS,INC. shall herein mean a corporation based in Missoula, MT, also known as
LogiSYS, which will provide CAD, Mapping, and RMS software and services.
MIARS shall herein mean mobile incident and accident reporting software.
Mll..ESTONE shall herein mean the completion and acceptance of a series of components and/or
modules by a specific date.
MODULE shall herein mean a software portion of the System specified in Exhibit B or needed to
effect operation.
OBJECT CODE shall herein mean the executable machine language instruction set which has been
translated from source code.
OPERATING SOFTWARE shall herein mean the operating system software, utility programs,
security systems, data communications programs, data base management software, and related
documentation, furnished by the manufacturers or representatives of those products.
PROJECT shall herein mean the development and implementation of the System.
PROPOSAL shall herein mean psrs proposal, Computer System & System Integration Services, RFP
210-94, dated November 15, 1994 (referred to as the "Proposal").
PSI shall herein mean PSI International, a corporation duly organized under the laws of the State of
Massachusetts, with its principal office at 103 Eaton Place, Suite 400, Fairfax, Vlfginia 22030, which
will provide systems integration and other services.
PUBLIC SAFETY TECHNOLOGY, INC. shall herein mean a corporation based in Herndon, VA,
which will provide radio message switch, reporting, mobile computing software, and other software
and services.
RFP shall herein mean the City of Clearwater's Request for Proposal for Computer System and System
Integration Services, dated August, 1994, and its Addendum #1 and #2 (referred to as the ''RFP").
RMS shall herein mean application software utilized to satisfy a variety of Records Management
applications, such as offense reporting, case management, and crime analysis.
RELATED AGREEMENTS shall herein mean only the PSI Software Maintenance Agreement, PSI
Hardware Maintenance Agreement, PSI/Logistic SystemslPST Software License, RFP, and Proposal.
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SOURCE CODE shall herein mean the original English-like instruction set which must be translated
(compiled or interpreted) to produce executable object code.
SYSTEM shall herein mean the collection of computers, networking, and software provided by PSI to
effect a complete solution to satisfy the. requirements of this Contract, any related agreement, and the
RFP including items listed on Exhibit B.
UCR shall herein mean the Unifonn Crime Reporting provided to the Florida Department of Law
Enforcement, and the FBI.
2. PERIOD OF PERFORMANCE
It is expressly understood and agreed that time is of the essence in this Contract. PSI shall commence
perfonnance hereunder within fourteen (14) days of the date of execution hereof and shall furnish the
professional services, hardware and materials set forth in this Contract, the RFP, and the Proposal
within the time periods set forth in Exhibit A
This Contract shall take effect when it has been fully executed by duly authorized representatives of all
parties and upon receipt by PSI of notification that any certification or approval, if required by statute,
ordinance, or established policy of the City, has been obtained.
All services and materials provided under this Contract shall be provided in accordance with the Project
Schedule attached as Exhibit A and incorporated herein by reference.
This Contract shall remain in effect, unless otherwise tenninated as provided herein, until PSI has
provided, and City has accepted, all of the services and materials to be provided hereunder, as well as
any additional hardware/software maintenance ("Maintenance") which the City, in its sole discretion,
elects to purchase from PSI, and the City has made all the payments required hereunder and as long as
any software license given to the City related to the software provided hereunder remains in effect. In
the event the City elects to purchase maintenance, all of the terms of this Contract shall remain in full
force and effect until such time as the City elects, in its sole discretion, to cancel such maintenance, or
seven (7) years from the date of this Contract, whichever shall first occur; provided, however, any
software license guaranteed the City hereunder or by the software license agreement shall continue in
full force and effect even after the later. of tennination of the Maintenance Agreement or seven (7)
years, and all provisions of this Contract which relate to or effect said license and the software license
agreement shall continue in effect until such software licenses are specifically tenninated by the City.
3. CONTRACT AMOUNT
The total amount of this Contract shall not exceed $3,335,000. This fixed fee cannot be changed
except by mutual agreement pursuant to an executed and approved change order by both parties. The
schedule of associated charges is provided in Exhibit liB; II provided, however, that notwithstanding the
provisions of Exhibit B, PSI shall nevertheless be responsible for providing all hardware, software, and
services required to complete a fully operational turnkey System.
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4. PAYMENT CATEGORIES
A 25% down payment (for all hardware and software only) shall be paid upon the execution of this
Contract and receipt and approval by the City of subcontractor agreements as provided herein, receipt
of an approved perfonnance bond as required herein, and receipt of proof of acceptable insurance as
required herein.
Subsequent payments Win be made by the City within thirty (30) days of receipt of invoice following
acceptance of system modules, components and services, as follows:
65% of the total price of any milestone, the components of which are generally referenced in Exhibit A,
shall be paid upon completion and acceptance of all of the components included in such milestone.
900!cl of all professional fees shall be paid as incurred and invoiced by PSI.
1000!cl of all reasonable expenses shall be paid as incurred and invoiced by PSI.
The City will retain lOO!cl of the total Contract Price ("Retainer") for hardware, software, and services,
except for expenses, until final acceptance of all products and services to be provided hereunder.
Payments will be made in accordance with the provisions of Exhibit "A" which set forth all major
milestones.
Additional work, if any, requested by the City during the tenn of this Contract shall be paid for on a
time and material basis utilizing rates quoted in the Proposal and set forth in the schedule of associated
charges attached as Exhibit "B." Sales tax shall not be collected from the City of Clearwater for any
product or service provided hereunder, which is tax-exempt.
5. PAYMENT/ACCEPTANCE
It is understood that hardware components are of little value to the City absent application software
intended to operate thereupon and consequently, payment hereunder is specifically conditioned upon
receipt and acceptance of all hardware and software to be provided hereunder. Acceptance and
payment shall be based upon the timely completion of each and every component of each milestone by
the Acceptance Dates referenced in Exhibit A It is expressly understood that completion includes all
modification and/or customizing commitments required by the RFP and/or the Proposal, as well as the
associated documentation of such commitments. Equipment delivery will be based upon the schedules
attached hereto as Exhibit A
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6. LIQUIDATED DAMAGES
The parties aclmowledge and agree that the damages sustained by the City due to an unapproved delay
in performance by PSI are difficult to ascertain. As such, it is mutually agreed that should PSI fail to
timely complete and/or deliver all components included in any of the specified milestones in time for the
City to inspect, test, and accept such products and services by the Acceptance Dates referenced in
Exhibit A, the City shall be entitled to liquidated damages in the form of contract price reductions as
follows: .25% (One fourth of one percent) of total contract amount if any scheduled milestone deadline
is missed by five (5) days; provided, however, that if the deadline is not reached within 30 days after
the scheduled Acceptance Date, the percentage amount shall be .33% (One third of one percent) for
each additional 30-day delay until PSI achieves acceptance of that milestone. In no event shall the per
month aggregate amount of liquidated damages collected by the city exceed .33% (One third of one
percent) of the total contract price. Notwithstanding the foregoing, should PSI fail to meet the time
requirements set forth in Exhibit "A," the City reserves the right to terminate this Contract and avail
itself of all available legal and equitable remedies.
The aforesaid specified'amount(s) shall not be construed as a penalty, but as liquidated damages for any
such failure on the part of PSI. In any suit involving assessment or recovery of liquidated damages, the
reasonableness of the charge shall be presumed, and the amount assessed will be in addition to every
other right or remedy now or hereinafter enforceable at law, in equity, by statute, or under this
Contract. Any such charges assessed against PSI may be deducted from monies due to or to become
due to PSI, or may be collected from the performance bond.
No liquidated damages shall be collected by City for any delay in acceptance of the RMS Milestone
resulting from the requirement that PSI obtain FDLE UCR acceptance as set forth under clause 28,
herein.
7. MAINTENANCE PRICE LIMITATIONS
It is understood and agreed that hardware and software maintenance annual prices shall not change for
five years from the date of acceptance of each respective product and/or service to be provided
hereunder. PSI shall provide all hardware and software warranty service, and warrants that there shall
be no first year hardwai-e or software maintenance charges to the City.
8. LICENSES, PERMITS AND APPROVALS
PSI shall obtain and pay for all permits, licenses and approvals necessary for the execution and/or
performance of this Contract. PSI shall comply with all of the laws, ordinances, rules, codes, and
regulations relating to performance of work required under this Contract.
9. SHIPMENT OF EQUIPMENT
PSI assumes all risk, and responsibility for all costs relating to, without limitation, delivery, storage, and
installation of any equipment to be provided under this Contract through installation and acceptance by
the City.
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All equipment is to be shipped and delivered FOB to the City of Clearwater, unloaded and unpacked in
a dry secure area, unless other arrangements are made between the City and PSI. No equipment shall
be stored in an unlocked, humid or wet location. PSI agrees to bear all risks of loss, injwy, or
destruction of goods and materials provided by PSI or its subcontractors, laborers or materialmen, as a
result of this Contract which occur prior to acceptance of the component by the City, and such loss,
injwy or destruction will not release PSI from any obligation hereunder, provided that such loss, injwy,
or destruction is not due to the negligence of the City.
10. DOCUMENTATION
PSI shall provide up-to-date industry standard System and user documentation with each component
or module before acceptance testing, as defined in Paragraph 20, commences. Documentation shall be
updated for any custom program changes.
PSI shall furnish to the City, prior to the final testing or the acceptance of the components, whichever is
earlier, complete instruction manuals. Such manuals shall include the latest revisions to the equipment
and software and any changes that have OCCUlTed during the installation and testing.
As-built drawings for cabling and as-assembled hardware configurations shall be provided by PSI prior
to acceptance.
11. CITY RESPONSIBILITIES
City shall provide, on request, infonnation, data, records, and documents, and make such decisions as
may be reasonably required by PSI to perform under this Contract.
City shall cooperate and assist PSI in the perfonnance of its responsibility under this Contract. As part
of the City's responsibilities, it will make available to PSI a staff member, hereinafter referred to as
"City's Project Manager," who will have authority to act for the City and provide operations and
activities, and assume responstbility for the computer facility at all reasonable times, and have the
authority to enforce implementation decisions which are mutually agreed to by City and PSI.
City shall provide, on request, liaison and coordination with units of the City's organization, and City's
vendors, common carriers, and government agencies as may be reasonably required for the efficient
completion of the System.
City shall place all software into operational use, participate in testing, and assist in identifYing
deficiencies as provided for in this Contract.
City shall provide all user data in its current form and format. Any conversion required to adapt any
product or service provided herein to City's System shall be psrs sole responsibility. The City shall be
responsible for the accuracy and completeness of all data supplied to PSI.
City shall provide and install all ancillary components not covered by this Contract and physical
facilities reasonably required for the development, testing, implementation, and on-going support of the
System provided by PSI under this Contract.
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City agrees to accept, or, if appropriate, reject, in writing, within thirty (30) working days to all
designs, specifications, planning documents and updates to all of those items delivered and designated
as final and complete by PSI.
City shall provide supporting infonnation to aid in solution of any problems discovered during
acceptance testing and warranty periods. City and PSI understand that the scope and schedule of
services to be provided by PSI under this Contract may depend upon the timely fulfillment of City
responsibilities.
12. PSI PROJECT MANAGEMENT AND STAFFING
12.1. PSI shall appoint, prior to commencing perfonnance hereunder Paul W ormeli, Project
Director, to represent PSI, manage the project, and participate in project status meetings,
which may be held at the City's sole discretion, at least once per month until final acceptance
of the System at a time and location designated by the City. The Project Director shall
remain on the project until final completion and acceptance of the System, overseeing System
development and implementation coordinating PSI activities and reporting PSI progress to
the City on a monthly basis.
12.2. PSI shall, prior to commencing perfonnance hereunder, assign a local, on-site project
manager (hereinafter "On-Site Manager"), whose qualifications and experience shall be
approved by the City. It is understood and agreed by the parties hereto that continuous
substantial involvement and frequent on-site availability of the On-Site Manager is essential to
the success of the System. The On-Site Manager shall reside in the Tampa Bay area with a
local telephone number and pager, will be physically on-site no less than 24 hours per week,
and will attend all project status meetings and police department staff meetings as required.
The On-Site Manager shall be required to provide, in advance, and on a monthly basis, a
work schedule, which schedule shall include, without limitation, the number of days and
hours the On-Site Manager will be on site for the upcoming month and the general scope and
nature of the work to be performed.
12.3. Written progress reports in the form of Gantt Charts and a narrative description of the
progress of the System and any related issues shall be provided by the Project Director on at
least a monthly basis;
12.4. As their value to the System's development and implementation will increase over time,
other assigned PSI project staffwill remain with the project until completion unless their
performance is unacceptable to the City. In the event that the City determines, in its sole
discretion, that any assigned staff is unacceptable, PSI shall replace such member with a
qualified person as soon as practicable. Before replacing any staff member, the City shall be
afforded the opportunity to review the qualifications of the proposed replacement sta.H: and
reject any such replacement whom the City, in its sole discretion, deems unacceptable. The
City recognizes that all employment is of an "at-will" nature and that PSI may not be
able to control an employee's decision to terminate his or her employment with PSI. The
City also recognizes that PSI may, on rare occasions, be forced to terminate employees
for reasons including employee dishonesty, employee violence, sexual harassment or
discriminatory action or omission by employee, abuse of City or PSI property, security
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violations or other similar employee malfeasance. Such termination shall not be in
violation of this agreement. The City shall be given advance notice of such termination
and adequate opportunity to review and approve the qualifications of proposed
replacement staff.
12.5. The failure of PSI to perform any of the provisions of paragraph 12 hereinabove shall
constitute a material breach of this Contract.
13. TRAINING
A comprehensive training program shall be provided by PSI in accordance with the RFP and Proposal,
the terms of which are hereby incorporated herein by reference. Training relating to the use of any
software must be provided on-site, or through a combination of on-site and PSI classroom lectures at
the sole option of City. Application training will be on-site unless otherwise agreed by the parties,
provided, however, if such training is offsite, all travel costs and expenses will be borne by PSI.
Training will be scheduled at least thirty (30) days in advance, unless otherwise approved by the City.
The price for initial training is fixed, and the planned classes and/or hours are as provided per the PSI
Proposal.
14. SCOPE OF WORK
It is understood and agreed that PSI shall furnish to City a complete, fully integrated and operational
computer System on a truly turnkey installation basis, notwithstanding the details contained in the RFP,
Proposal and Exhibit B. Project elements included in the scope of work include, but are not limited to,
the following:
1. Project Management
2. Local Area Network (LAN)
3. Wide Area Network (WAN)
4. Application software and implementation
5. File Conversion
6. Computer Hardware and setup
7. Cabling & communications implementation
8. Radio System interface
9. Mapping System conversion and integration
10. CAD hardware, software and implementation
11. RMS hardware, software and implementation
12. MCT (Mobile Computer) hardware, software, and implementation
13. A VL (Automatic Vehicle Locator) hardware, software, and implementation
14. Training
15. CHANGE ORDERS
The City, without invalidating this Contract, may order extra work or make changes by altering, adding
to, or deducting from the System. All such work shall be executed under the conditions of the original
Agreement except that the price and schedule shall be adjusted accordingly.
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Additional work, if any, requested by the City during the term of this Contract will be paid for on a
time and material basis using rates quoted in the Proposal and set forth in the schedule of associated
charges attached as Exhibit liB. II Any and all Change Orders must be duly authorized and approved, in
writing by the Project Manager prior to performance. The City will not be held responsible for any
addition, alteration or change that is not authorized, in writing by the Project Manager. This provision
cannot be waived by the conduct of any party hereto.
16. SUBCONTRACTOR AGREEMENT
PSI warrants that all subcontractors identified in their Proposal will participate in this project as
proposed, and that they will conform to the requirements of this Contract. PSI shall be responsible for
carrying out its obligation and responsibilities pursuant to this Contract and all related agreements, and
insuring that the obligation and responsibilities of its subcontractors are also canied out in accordance
with the requirements of this Contract. PSI shall be the only entity to receive payment for same from
the City. Nothing contained in this Contract shall create any obligation on the part of the City to pay,
or to see to the payment of any monies owed to any subcontractor, agent, employee, laborer, or
materialman of PSI.
PSI agrees to indemnify and hold harmless the City of and from all liability and expense, including
reasonable attorneys' fees and costs through appeal, in connection with any claims whatsoever arising
out of PSI's failure, for whatever reason, to pay any subcontractor, employee, agent or any other
person engaged by PSI to provide services as contemplated hereunder.
PSI shall be fully responsible to the City for any act or omission of its subcontractors or persons either
directly or indirectly employed by such subcontractor, as well as for the acts or omissions of persons
directly or indirectly employed by PSI. PSI agrees to indemnify and hold harmless the City of and from
any and all liability and expense, including reasonable attorneys' fees and costs through appeal, in
connection with any and all claims whatsoever arising in whole or in part out of the actions or omission
of any subcontractor or its employees, or any agent or employee employed either directly or indirectly
by PSI.
PSI will provide to the City, within seven (7) days of contract execution, copies of executed contracts
between PSI and any entity or'individual that will be involved with this project as a PSI subcontractor.
The downpayment provided for hereunder is specifically contingent upon receipt of such contracts, the
receipt of a performance bond in a form acceptable to the City, and the receipt of proof of insurance.
The use of any subcontractor outside of those listed in the Proposal must be approved, in writing by
the City. Because the award of this Contract has taken into consideration the qualifications, reputation
and experience of the subcontractors originally proposed by PSI, should any subcontractor withdraw
from the project, the City reselVes the right to terminate or renegotiate this Contract.
PSI agrees to notify the City immediately should it become aware of any problem or potential problem
in the performance of PSI or any of its subcontractors, or their ability to meet the requirements of this
Contract.
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PSI assumes responsibility for software developed by any vendor, subcontractor, manufacturer or
supplier used by PSI as part of the System. The City may contract directly with any other vendor for
ongoing maintenance and support for products and services which are outside of the scope of PSI's
Proposal.
17. DISPUTES
Should any dispute arise with respect to this Contract, PSI and the City agree to act immediately to
resolve any such disputes. Time is of the essence in the resolution of disputes. PSI agrees that the
existence of a dispute notwithstanding, . it will continue without delay to cany out all of its
responsibilities under this Contract in the accomplishment of all non-disputed work; any additional
costs incurred by PSI as a result of such failure to proceed in a timely manner shall be borne by
PSI, and PSI shall make no claim against the City for such costs. If PSI and the City, via the
designated representative and PSI's representative, cannot resolve a dispute within thirty (30) days
following notification in writing by either party of the existence of said dispute, then such dispute
will be referred in writing to the City Manager for resolution.
Should a dispute arise, the City shall be entitled to hold, in escrow, any fees due PSI until such dispute
is resolved by the parties hereto. During this period, PSI cannot, and shall not, withhold support,
maintenance, or hot line access. .
18. DEFAULT, TERMINATION, AND REMEDIES
18.1. In the event of any default, except as provided herein, by PSI as defined hereinafter, prior to
acceptance of the completed System, the City may tenninate this Contract by providing thirty
(30) days written notification to PSI of its intent to do so. In the event of any default by PSI
as defined in Paragraph 18.4.2 or 18.4.3, prior to acceptance of the completed System, the
City may tenninate this Contract by providing ten (10) days written notification to PSI of its
intent to do so.
18.2. In addition to the foregoing, the City may also tenninate this Contract at any time after
acceptance of the completed System.
18.3. PSI may tenninate this Contract only in the event the City fails to make payments as
required by this Contract.
18.4. Anyone of the following events shall constitute an Event of Default by PSI hereunder:
18.4.1. Failure to provide any contract Bond or Insurance Certificates in a fonn acceptable to
the City;
18.4.2. The abandonment by PSI of its implementation of the System in accordance with this
Contract or its perfonnance of this Contract for any period of time;
18.4.3. The repeated failure (defined for this purpose as at least three (3) such failures within
any consecutive twelve-month period) to keep, obselVe or perfonn any of the
covenants or agreements herein;
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18.4.4. The discovery by the City that any material statement of fact furnished to the City by
PSI or any of its subcontractors in connection with its Proposal for the privilege
awarded hereunder is false or materially misleading; .
18.4.5. Commencement of any insolvency or bankruptcy proceeding (including, without
limitation, a proceeding for liquidation, reorganization or adjustment or indebtedness)
against PSI or any guarantor or surety of this Contract.
18.4.6. Insolvency of PSI or any guarantor or surety of this Contract, or if PSI or any
guarantor or surety of this Contract is generally unable to pay its debts as they become
due;
18.4.7. The making by PSI or by any guarantor or surety of this Contract of an assignment
for the benefit of its creditors or the filings of a petition for or the entering into of an
arrangement with it creditors;
18.4.8. The appointment or sufferance ofa receiver, trustee or custodian to take possession
ofall or substantially all of the property of PSI or of any guarantor or surety of this
Contract, whether or not judicial proceedings are instituted in connection with such
appointment or sufferance;
18.4.9. The placement of any lien or levy upon any property, used by PSI in its
implementation and/or operation of the System which is not discharged of record
within thirty (30) days, or any levy under any such lien.
18.4.10. psrs failure to make prompt payments to subcontractors.
18.4.11. Any software provided by PSI being seized by judicial process.
18.4.12. The failure to satisfy the provisions of paragraph 10 herein.
18.5. Upon the occurrence of any Event of Default the City shall provide notice of PSI of the
City's intent to tenninate this contract pursuant to this paragraph. If PSI fails to cure such
default within thirty (30) days, the City, in addition to any other rights or remedies it may
have under this Contract, at law or in equity, shall have the right to terminate this Contract
forthwith, and/or recover from PSI all damages proximately caused by PSI's default,
including, without limitation,. court costs, expert fees, and attorneys' fees through appeal. City
shall take reasonable steps to mitigate damages against PSI. No action by the City pursuant to
this Section, however, shall be deemed to tenninate this Contract unless written notice of
termination is given by the City to PSI.
18.6. Upon tennination of this Contract for any reason, the provisions of any related agreement or
license, unless otherwise tenninated, shallsutvive, including any provisions of this Contract
incorporated therein by reference.
18.7. Upon tennination and for the purpose of completing implementation of the System, the City
may (without limiting the rights which the City may otherwise possess) retain possession of
the current version of software (source and object code) and materials provided by PSI on the
premises and may employ any other person, finn or corporation to finish or replace the
System in its entirety by whatever method the City may, in its sole discretion, deem
expedient. Upon receipt of a notice of cancellation or tennination, PSI shall, as of the
effective date thereof: unless otherwise instructed by the City, discontinue all performance
under this Contract and discontinue placement of further orders for materials, goods, facilities
and supplies in connection with the perfonnance of this Contract. PSI shall make a good
faith effort to procure cancellation or tennination as applicable, of all existing orders or
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contracts which PSI or its contractors shall have made, upon terms satisfactory to the City.
Unless otherwise specified by the City, PSI shall thereafter do only such work as may be
necessary to preserve and protect work already in progress and shall take all reasonable steps
to minimize cost and mitigate damages against the City.
18.8. In the event of a tennination for the default of PSI, PSI shall provide to the City all
deliverables then available, including work-in-progress, and City shall pay PSI, according to
the terms herein, for any deliverable City accepts. Upon termination of this Contract for any
reason other than the default of PSI, the City shall reimburse PSI for all outstanding costs
incurred in perfonnance of this contract which have not been paid by a prior milestone
payment.
18.9. The rights and remedies of either party provided in this Section shall not be exclusive and are
in addition to any other rights and remedies provided by law or under this Contract.
19. APPROPRIATIONS CLAUSE
The City, as an entity of government, is subject to the appropriation of funds by its legislative body in
an amount sufficient to allow continuation of its perfonnance in accordance with the terms and
conditions of this Contract for each and every fiscal year following the fiscal year in which this Contract
is executed and entered into and for which this Contract shall remain in effect. The City shall, upon
receipt of notice that sufficient funds are not available to continue its full and faithful perfonnance of
this Contract, provide prompt written notice to PSI of such events and effective thirty (30) days after
giving such notice, or upon the expiration of the period of time for which funds were appropriated,
whichever occurs first, be thereafter released of all further obligations in any way related to this
Contract.
All products and services which have been accepted by the City by PSI prior to the effective date of
said notice shall be paid for by the City.
20. ACCEPTANCE TESTING
20.1. PSI hereby agrees that System testing and acceptance procedures shall conform only to
those set forth in Appendix K of the RFP (RFP 210-94) and that the provisions of Section 7
of PSI's Proposal shall have no further force and effect. PSI hereby agrees to provide and/or
substitute components to bring the System's design into confonnity with the RFP
specifications, and hereby warrants that such design will conform to the specifications as
outlined in the RFP, subject to the following clarifications and/or amendments:
20.2. PSI hereby agrees to provide a System with backup capability that will not interrupt on-line
user activity.
20.3.Notwithstanding any other provision to the contrary contained in this Contract, any related
agreement, the RFP, or the Proposal, the City shall be under no obligation to accept the
System, in whole or in part, if the System cannot be placed in service because of any
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component, module, or System deficiency caused by negligence or omission on the part of
PSI.
20.4. PSI is not liable for delays primarily caused by GTE.
20.5. PSI shall support any future hardware components purchased by the City, provided such
components satisfy minimum specifications to operate the software, as defined by PSI.
20.6. It is understood that payments shall be based upon application software and hardware
acceptance, and completion of all PSI modification commitments as well as the
documentation of said modifications. Payments will be upon acceptance of the milestones
defined in Exhibit "A" Final acceptance shall include the acceptance of all software,
hardware, and services to be provided hereunder, after which time the Retainer, as defined in
paragraph 4, will be released.
21. DESIGN REVlEW
Any proposed custom programming, design specifications, including, without limitation, input forms,
report layouts, and processing rules, must be approved in writing by the City Project Manager before
programmmg commences.
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22. PLANNING AND DESIGN DEFINITIONS
Project Work Plan elements in Phase I of the PSI Work Plan (Proposal, Section 6) are hereby defined
as follows:
22.1. The Engineering Plan. The Engineering Plan consists of a detailed technical review of all
LAN/W AN components, including cabling, and the construction of a detailed drawing
showing all equipment components and their location in Clearwater Police facilities. In
addition to the drawing, PSI will provide a complete list of all hardware components
including connectors and all related items to be delivered.
22.2. The Software and Systems Plan. This plan shall consist of a detailed list of all separate
software to be provided with each working System, cross-referenced against the RFP and
contract to show all components. This plan shall also provide additional detail on the
schedule of all software construction and modifications leading to the deliverables specified in
this Contract. The plan shall also define responsibilities for development and testing for all
software components.
22.3.Hardware Plan. The hardware plan will take the specific list of equipment developed from
the engineering plan and construct a detailed schedule for ordering, installation, and testing of
all hardware components. This plan will also spell out the relocation requirements as the
move to the new building is executed.
22.4.Detailed Project Work Plan. The above 3 elements will generate input to a revised final
project work plan that will show all tasks required to accomplish the deliverables, including
the schedule for each sub-task and critical path analysis for completion of the System.
22.5.Functional Design Review. This is a process whereby PSI will meet with the Clearwater
Police Department, consultants, and any required City personnel to review and approve or
modifY the plans derived above. At the end of this review, all detailed tasks, deliverables, and
schedule will be defined for the project as a whole. PSI will use the results of this review to
finalize all subcontracts and schedule staff for support of the implementation process.
23. HARDWARE CAPACITY
PSI affirms and guarantees that:
23 .1.Hardware capacity provided by PSI under this Contract sha1l be sufficient to meet the City's
needs, per the tenns of the RFP, for five years. If Hardware capacity is insufficient, PSI
agrees to make any and all modifications and/or changes necessary to make Hardware
capacity sufficient pursuant to the tenns of the RFP at no additional cost to the City.
23.2. The City shall not be forced, or otherwise required, to upgrade a computer due to a new
software release. If required to do so, PSI shall be responsible for any and all costs related
thereto.
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23.3. PSI will provide, at no additional cost to the City, all data communications DSUs required
by the City for this Project, unless provided by GTE.
24. APPLICATION SOFTWARE OWNERSHIP
PSI warrants that all rights to application software to be utilized to satisfy the requirements of this
Contract are owned by PSI and that PSI has the right, or has obtained the right from Logistic Systems,
Inc., and Public Safety Technologies, Inc., to license the software to the City of Clearwater. Neither
this Contract, nor the software modules provided, are subject or subordinate. to the rights of any
creditors.
25. SOURCE CODE
Source code will be provided by PSI, Logistic Systems, Inc., and Public Safety Technology for all
CAD, RMS, and Notebook applications. It will be controlled by the City, and stored in a locked vault
within the city limits of Clearwater, Florida. Control of the source code will be by the Police Computer
Commander, or the person in a successor position, who will assure that its confidentiality is maintained.
The provisions regarding the control and access to the source code are expressly set forth in the
Software License.
26. PERPETUAL LICENSE
All application software licenses as provided in the Software License Agreement (including, without
limitation, CAD, RMS, . Notebooks, Message Switch, etc.) shall be perpetual, surviving bankruptcy,
sale, merger, dissolution of any of the entities providing software as part of this Contract, or
tennination of this Contract or any related agreement. Such software licenses, once granted to the
City, are perpetual and cannot be rescinded for any reason. Ifany of the aforementioned events occur,
or upon contract default as defined herein, or after the term of the contract has expired, the City of
Clearwater shall have the right to maintain. and update the application software~ provided, however,
Intellectual Property rights, as defined below, shall still be protected.
27. INTELLECTUAL PROPERTY
The City recognizes the intellectual property rights (specifically related to protection of source code,
for which the City will develop procedures to assure confidentiality) of PSI, Logistic Systems, Inc., and
Public Safety Technology, Inc., and will protect same.
28. TIllRD P ARTY SOFTWARE REQUIREMENTS
For software developed by a subcontractor or another vendor, manufacturer or supplier,. PSI shall
assume full responsibility for such items, and the perlbnnance thereof: offered as part of said Proposal,
including, without limitation, installation of LAN software and operation of System software and other
third party software.
29. SOFTWARE MAINTENANCE
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In connection with this Contract, the parties hereto shall execute a Software Maintenance Agreement
that incorporates the tenns of this Contract and outlines the nature of the services to be provided
thereunder.
Software maintenance charges for accepted modules shall begin one year after the acceptance of each
major milestone. In addition to correcting program errors, all state, federal, and regulatory agency
mandates shall be satisfied as part of the Software Maintenance Agreement. Such updates will be
provided in a timely manner, not to extend beyond the time frame required by the mandates. Software
maintenance includes required upgrades of software to new vendor versions. Software support for
programs errors will be timely, and responsive, but in no case will such errors go uncorrected beyond
the dated mandated by the state, federal or regulatory agencies. The City shall provide adequate notice
of all state, federal, and regulatory agency reporting mandates to PSI to allow PSI to fulfill its
responsibilities hereunder.
30. RMSIFDLE ACCEPTANCE
PSI hereby understands and agrees that, notwithstanding any other provision herein to the contrary,
acceptance of the RMS milestone is contingent, among other things, upon the approval by the Florida
Department of Law Enforcement (FDLE) of all Unifonn Crime Reports (UCR) and data generated by
the System for six consecutive submissions with at least a 95% accuracy rate as defined in Exhibit A
PSI further understands that FDLE acceptance may take at least six months, but may take longer. All
software modifications, programming, report fonnats, and test periods required to achieve FDLE UCR
approval are included in the contract. PSI guarantees FDLE UCR approval.
31. NOTEBOOK CONVERSION PROGRAM
PSI will develop a conversion program to provide notebook offenselmcidentlaccident records in a
format compatible with the CUlTent City computer System as part of the Field Reporting milestone
acceptance (referenced in ExhIbit "A"). Said conversion program must allow officers to take field
reports on the selected new notebook computers using PSI reporting software which will then, through
the aforementioned conversion program, be successfully downloaded in the City's existing records
management System where the report data will be available for interpretation, update, and inquiry.
32. NOTEBOOK SOFlWARE
It is understood that the notebook software will include, without limitation, and in addition to offense
reporting, digital dispatch, and other functions spelled out in the RFP and Proposal, the following:
1. Moving Violations
2. Accident drawing/reporting (per the State of Florida IS specifications)
3. Handwriting recognition
4. Parking Violations
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33. NOTEBOOK INSTALLATION
Notebook installation shall include, without limitation, the acquisition and installation of all vehicle
mounts to effect an implementation which satisfies federal airbag standards, the installation of all
computers and interface equipment in all vehicles, the installation of a System which will interface with
the present radio system, the installation of A VL equipment, and coordination with Ericsson GE to
assure an effective data implementation which does not inhibit present voice communications. PSI will
work with the City in the selection of the style, construction, and configuration of vehicle equipment.
No equipment will be installed without the approval of the City Project Manager.
34. SOFfWARE UPGRADES
34.1.PSI affinns and agrees that:
34.1.1. PSI hereby agrees to supply all RFP-requested software and software modifications
according to the schedule contained in Exhibit A
34.1.2. PSI will provide at no cost, application software upgrades necessitated by new
releases of the operating Systems.
34.1.3. There will be no charge to the City in the fonn of additional software license fees or
maintenance fees should any software be relocated to another computer (e.g., a larger
capacity file server).
34.1.4. The City will be pennitted to delay installing a new software release for up to three
years, and without loss of its right to software support pursuant to the Software
Maintenance Agreement during the three year period.
35. DATA CONVERSION
PSI shall convert the two most recent years of CAD and RMS data as requested by the City. PSI will
define the format needed for downloading of data from the existing CAD and RMS. Based upon the
City affinning that such formatting is available, PSI will guarantee the conversion without additional
charges.
36. MAPPING ASSISTANCE
PSI shall implement the mapping requirements of the System through conversion of present goo-codes,
MAP/INFO files, AutoCad files, and other means. PSI shall develop an accurate display map built out
in layers so that it incorporates all common-places, landmarks, parcel boundaries, and jurisdictional
boundaries, x-v coordinates and street addresses.
The Police Department shall assist PSI in perfonning data conversion, and in limited data entry, can be
expected. PSI hereby understands that the current goodata is not in an X- Y coordinate format.
37. ADDmONAL CLARIFICATIONS
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37.1. SEARCHABLE COMPLAINANTS
Complainants name shall be searchable in CAD and Master Name Index (MNI) in order to detennine
additional infonnation pertaining to that individual (i.e., previous calls made by that person).
37.2. ONE- YEAR FILE RETENTION
PSI understands and agrees that, in addition to any other file retention as required in the RFP, the
following records shall be maintained on-line for not less than one (1) year:
1. BOLOS - PSI hereby understands that each could require up to 20k of storage
2. PERSONNEL ROSTERS - PSI hereby understands that each could require 20K of storage
3. HELP HISTORY - Needed for analysis/evaluation of System/training deficiencies
4. ANI/ALI STORAGE - GTE ANI/ALI infonnation
5. SUPPLEMENTAL INFORMATION - Supplementary offense infonnation
6. DIFFERENTIAL POLICE RESPONSE - DPR, non-critical calls
37.3. CLIENT SERVER ROUTING
Client/Server routing, as referenced in the RFP, relates to the requirement to provide the user
workstations with ubiquitous access to not only the internal Systems (i.e. CAD/RMS servers) but also
to external Systems such as the cns and other external databases shown in Exhibit N-A of the RFP.
PSI shall accomplish the specified routing by providing a "Router" device which interoperates with the
other databases through the Frame Relay network.
37.4. MSS
The concept of the Police network is to allow all tenninals ubiquitous access to any database through
Internet Protocol (IP) addressing (hereinafter, Networking Scheme). PSI shall accomplish the
ubiquitous access through the use of a router as shown in Exhibit N-A of the RFP. The message
switch is intended to provide the MCTs access to the FDLE network by providing an IP address to the
MSS and tenninal address provided by the MSS. The MSS will therefore act as the arbiter between
the IP addressing and the radio tenninal addressing. PSI shall provide a mechanism for allowing the
MCT's to access the CADIRMS server as well as the FDLE FCICINCIC Systems. PSI shall develop a
suitable solution to allow the functionality of the Networking Scheme as specified in the RFP and
shown in Exhibit N-A of the RFP.
38. SCHEDULE REQUIREMENTS
During the tenn of this Contract, technical, scheduling and status meetings will be held at the discretion
of the City. These meetings will be for the purpose of, but not limited to:
1. The establislunent of a Project Schedule. PSI shaU deliver a detailed draft of a project
schedule for review by the City's Project Manager within 14 calendar days after this Contract is
executed and a notice to proceed is issued. Such schedule shall provide for, in addition to the
foregoing, and without limitation, on-site assistance Logistic Systems, including on-site support
during initiation for CAD and RMS.
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2. Establishing functional details of the System and networking design.
3. The delivery, installation and maintenance of hardware. PSI shall deliver to the City's Project
Manager a complete set of space preparation details for all hardware components to be installed (in
accordance with the Project Schedule) within 30 days after the contract is executed. This
documentation shall include electrical voltages and power and receptacle types and cooling
requirements for each item of hardware.
4. Special project Status Meetings will be held by the request of either the City or PSI, within five (5)
working days of such request, at a time and location to be detennined by the City.
39. WARRANTY
All Software provided. by PSI pursuant to this Contract or any related agreement is warranted to be
error-free for 12 months following acceptance. All new releases of operating Systems and utilities
during the first year of this Contract will be furnished to the City and PSI guarantees and agrees that all
PSI application software shall be modified by PSI to accommodate the new versions or releases. PSI
also agrees to provide the City, at no additional cost, enhancements due to changes in federal or state
reporting requirements'in a timely manner.
PSI shall supply new hardware only. All hardware is warranted and without any maintenance charge
for one full year from the date of acceptance. The hardware warranty shall include on site maintenance
for all equipment. If a particular component carries a manufacturer's warranty in excess of one year,
the extended warranty will apply.
PSI shall warrant the sizing of the System as configured for satisfYing the requirements of the RFP.
PSI shall warrant System perfonnance in accordance with the criteria set forth in Appendix K of the
RFP. If the System is unable to accommodate response times, acceptance criteria, or any other
function set forth in AppendixK, PSI will furnish, at no charge to the City, the added memory, upgrade
or replacement hardware required to meet such criteria. In the event the hardware is reasonably
detennined by the City to be insufficient in size, capacity, and/or power, PSI shall. within thirty (30)
days of notification of same, provide to City at no additional cost either a replacement unit or additional
hardware to satisfy the City's sizing requirements.
PSI hereby agrees and warrants that for any consecutive 30-day period during the life of the System,
the System must remain fully operational and available at a 99.8% availability level, as defined in
Appendix K of the RFP.
40. INDEMNIFICATION
PSI agrees to indemnify, hold harmless and defend the City ot: from, and against all liability and
expense including reasonable attorneys' fees and costs on appeal,. in connection with any and all claims
whatsoever caused by any act, omission or negligence by PSI or its agents, officers, contractors,
subcontractors, or its employees or the employees of anyone else for whose acts PSI may be liable or
who is providing work on behalf of PSI and/or services pursuant to this Contract or any Related
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Agreement. This includes, without limitation, claims made by the employees or subcontractors of PSI
against the City, and PSI hereby waives its entitlement, if any, to immunity under Section 440.11,
Florida Statutes. Nothing contained herein shall be construed as a waiver of any immunity from or
limitation of liability the City may have under the doctrine of sovereign immunity or Section 768.28,
Florida Statutes.
41. PATENT AND COPYRIGHT INDEMNITY
PSI will indemnify the City and save them harmless from and against any and all judgments, suits,
costs, and expenses, including reasonable attorneys' fees and costs through appeal, resulting from any
alleged infiingement of any patent, trade secret, proprietary infonnation, trademark or copyright arising
from the licensing of PSI, subcontractor, or third party software or purchase or use of PSI,
subcontractor, or third party hardware.
42. LIMITATION OF LIABILITY
In no event will PSI be liable for any damages caused exclusively by City's failure to perfonn City's
obligations hereunder. In no event shall PSI be liable for more than $5,000,000 for any incidental or
consequential damages, regardless of the fonn of action whether in contract or in tort, even if PSI has
been advised of the possibility of such damages.
In no event shall the total liability and expense of PSI, including reasonable attorneys' fees and costs on
appeal, for any and all claims under this Contract exceed two times the amount of this Contract as set
out in Paragraph 3.
43. INSURANCE
The following insurance requirements apply to PSI and any and all subcontractors. No on-site work
may proceed until such proof of insurance has been submitted to and approved in writing, by the City's
Project Manager. PSI shall furnish proof of workers compensation, public liability, and property
damage, and automobile insurance acceptable to City within ten (10) days from the issuance of the
notice of the award.
43.1. General Liability
PSI shall procure and maintain, for the life of the contract, general liability insurance. This coverage
shall be on an "occurrence" basis and shall include: premises and operations; independent contractors;
products and complete operations and contractua1liability. The Certificate of Insurance shall indicate
applicable deductible or self-insurance retention (S.I.R), if any. Coverage shall be no more restrictive
than the latest edition of the Commercial General Liability policies of the Insurance Services Office.
This policy shall provide coverage for death, bodily injury, personal injury or property damage that
could arise directly or indirectly from the pe1fonnance of the contract. The minimum limits of coverage
shall be $1,000,000 per occurrence combined single limit for bodily injury liability and property damage
liability.
43.2. Business Automobile Liability
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PSI shall procure and maintain, for the life of the contract, business automobile liability insurance. The
minimum limits of coverage shall be $500,000 per occurrence, with a combined single limit for bodily
injury liability and property damage liability. This coverage shall be an "any auto" type policy. Coverage
shall be no more restrictive than the latest edition of the Business Automobile Policies of the Insurance
Services Office.
43.3. Workers Compensation
PSI shall procure and maintain, for the life of the contract, Workers Compensation Insurance for all
workers as required by Florida Statute 440. The City shall be included and identified as an additional
insured under the policy/certificate of insurance.
43.4. Professional Liability
PSI shall procure and maintain, for the life of this Contract, and furnish proof of Professional Liability
(Errors & Omissions) coverage on an occurrence or claims made form, with a retro-active date of
inception of contract with the ,City, or earlier. The minimum limits of coverage shall be $500,000 per
occurrence, with deductible or self-insurance (S.I.R) indicated and approved by the City.
44. PROPRIETARY INFORMATION
As used herein, the term "Confidential Information" shall be deemed to include all written information
and software programs which are marked with a legend indicating that the information is confidential
or proprietary to the disclosing party and/or one of its subsidiaries. and all oral information, which is
identified as confidential or proprietary concerning present and proposed products, setvices, pricing
and plans of the disclosing party and/or its subsidiaries which may from time to time be disclosed to
one or more representatives of the parties hereto.
The recipient agrees to use the same effort to avoid disclosure of said Confidential Information as is
used with respect to similar confidential information which the recipient does not wish to be disclosed.
The disclosing party represents that no disclosure made by it shall be in violation of the rights of any
third party.
The recipient shall use such Confidential. Information solely for its intended purposes. The recipient
shall not disclose the Confidential Information within its own organization except to the extent
reasonably necessary to fulfill the above-stated purposes. Notwithstanding the foregoing, the recipient
shall not be required to protect or hold in confidence any Confidential Information which (a) is or
becomes part of the public domain, (b) is subsequently rightly received by the recipient from a third
party or (c) is independently developed by the recipient. Notwithstanding any other provisions hereof:
no liability on the part of the recipient shall arise from disclosure of all or any part of the Confidential
Information not resulting from the negligence of the recipient.
Notwithstanding the foregoing, should any provision herein or the application thereof contravene
applicable Public Records Statutes, such statute shall prevail, thereby permitting disclosure of
otherwise confidential information, if required. City agrees, however, that the Source Code to be
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provided to City by PSI hereunder is the highly proprietary and confidential property of PSI. As such,
City shall use its best efforts to prevent release of such infonnation to a third party without the written
consent of PSI.
All Confidential Infonnation shall be provided exclusively to the respective designated recipient of the
parties or such other recipients as the parties shall designate in writing. Except that City shall regard all
licensed software and documentation provided by PSI as confidential infonnation. City shall not release
said infonnation in any fonn to outside parties without the written consent of PSI.
45. DELAYS
Upon receipt of PSI's written request, the City, in its sole discretion, may allow PSI additional time to
complete work required under this Contract; provided, however, the liquidated damages provision
contained in paragraph 6 will remain in effect, unless otherwise waived, in writing, by the City. PSI
must submit the written request for additional time to the City within sixty (60) calendar days of the
commencement of any cause for delay.
In the event that the City agrees to extend any of the time requirements herein, the scheduled
completion date may also be extended if mutually agreed by the parties hereto.
46. INDEPENDENT CONTRACTOR
It is expressly understood and agreed that PSI is an independent contractor for all purposes, and at all
times hereunder. Officers, employees, or representatives of PSI shall not be deemed in any way, and
shall not hold themselves out to be employees, servants, representatives, or agents of the City and shall
not be entitled to any fiinge benefits of the City, such as, but not limited to, health and accident
insurance, life insurance, longevity, economic increases, or paid sick or vacation leave. PSI shall be
solely responsible for paying payroll wages, for the withholding and payment of all income and social
security taxes to the proper Federal, State, and local governments, and for providing workers'
compensation and unemployment insurance of PSI. PSI agrees to indemnifY and hold hannless the
City for any action or any claims (including reasonable attorneys' fees and costs through appeal) of its
officers, employees, representatives, subcontractors, or any party engaged by PSI to cany out the
tenns of this Paragraph 44, INDEPENDENT CONTRACTOR
During the term of this Contract, and for a period of one (1) year after its termination, PSI and City
mutually agree not to hire or to solicit knowingly the employment of any employee of the other, who
has been involved in the specific development and implementation activities covered by this Contract,
without the prior written consent of the other. The terms 'employee' and 'employment,' for the
purpose of this Contract, apply also to any individual working on a subcontracted basis for either party.
47. DRUG FREE WORKPLACFlPUBLIC ENTITY CRIMES
In order to comply with Florida Statutes, PSI shall complete a Drug Free Workplace fonn (F.S. 287-
087) and Public Entity Crimes Fonn (F.S. 271.133).
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48. PUBLICITY
Either party desiring to issue a news release, public announcement, advertisement, or other fonn of
publicity concerning its efforts in connection with this Subcontract shall give full consideration to the
role and contributions of the other party and shall obtain the prior written approval of the other party.
49. COMPLIANCE WITH APPLICABLE FEDERAL AND STATE LAWS
PSI shall adhere to all applicable Federal, State, and local laws, ordinances, and regulations while
rendering services pursuant to this Contract. PSI agrees to indemnify and hold hannless the City ot:
from and against all liability and expense, including reasonable attorneys' fees and costs through appeal,
for any violation of such provisions by PSI, its officers and directors, its employees, agents and
subcontractors.
50. COMPLIANCE WITH REGULATIONS AND STANDARDS
PSI, and any of its employees, agents, subcontractors, laborers, or materialmen, during its work,
construction, and equipment installation will meet or exceed current standards of the following:
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1. Federal Communication Commission (FCC);
2. Electronic Industries Association (EIA);
3. Institute of Electrical and Electronic Engineers, Inc. (IEEE);
4. The Environmental Protection Agency (EP A);
5. Vendor Work Hours and Safety Standards Act;
6. Equal Opportunity Act; and
7. All federal and state motor vehicle safety standards.
PSI agrees to indemnify and hold hannless the City ot: from and against all liability and expense,
including reasonable attorneys' fees and costs through appeal, arising out of psrs, or any employee,
agent or subcontractor, laborer, or materialman's failure to do so.
51. COMPLIANCE WITH RECYCLED PAPER ORDINANCE
All reports submitted to the City in fulfillment of contract obligations shall use recycled paper when it is
available at a reasonable price and of satisfactory quality to meet contractual perfonnance standards.
For the purposes of this paragraph, the price of recycled paper shall be considered "reasonable" if its
cost is no more than ten percent higher than the lowest price offered for non-recycled paper.
All reports submitted to the City by PSI shall use both sides of the paper sheets whenever practicable.
PSI shall be responsible for maintaining records documenting usage of recycled paper for reports
submitted to the City in fulfillment of contractual obligations. PSI shall submit such records to the City
according to procedures established by the City's Purchasing Manager.
52. FORCE MAJEURE
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PSI shall not be liable for any damages, losses, or delays resulting from its failure to perform this
Contract if the failure arises out of causes beyond the reasonable control and without the fault or
negligence of PSI, including acts of God or the public enemy, acts of the Government in its sovereign
capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually
severe weather.
53. SUCCESSORS & ASSIGNMENT OF CONTRACTUAL RIGHTS
The rights and obligations of PSI in connection with this project shall be binding upon its successors
and assigns, except that City reserves the right to terminate this Contract if PSI or Logistic Systems,
Inc., in whole or significant part, is acquired by another entity during the term of this Contract. PSI
shall not assign, transfer, convey, or otherwise dispose of the contract or its right, title or interest in or
to any part thereof: without previous written consent of the City
54. DMSmn..ITY OF CONTRACT
If any part of this Contract shall prove to be unenforceable, such unenforceability shall not extend
beyond the part affected. The unaffected part of this Contract shall continue in full force and effect and
shall be binding upon the parties hereto.
55. NONWAIVER OF RIGHTS
Failure of either party hereto to insist upon strict performance of any of the terms and conditions
hereof: or failure or delay to exercise any rights or remedies provided herein or by law, or to properly
notifY the other party of in the event of breach, or the acceptance of payment hereunder, shall not
release the other party of any obligations of this Contract and shall not be deemed a waiver of any right
of either party to insist upon strict performance hereof or any of its rights or remedies as to any work
regardless when shipped, received, or accepted, or as to any prior or subsequent default hereunder, nor
shall any purported oral modification of this Contract by either party operate as a waiver of any of the
terms hereof.
56. PERFORMANCE BOND
Performance and Payment (Labor and Material) Bonds payable to the City of Clearwater in the amount
of one hundred percent (l()()o~) of the contract price will be required before any work on the contract
can be performed. Any such bonds must be approved by the City. Additionally, the surety company
used must be approved by the City, and shall be authorized to do work in the State of Florida.
Performance and Payment Bonds will not be released until the project is one hundred percent (100%)
complete, all acceptance tests have been passed and PSI has presented substantive evidence, in writing,
to the City that all subcontractors have been paid in full.
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57. VENUE
This Contract shall be governed by, and construed in accordance with, the laws of the State of Florida.
Venue for any litigation arising out of this Contract shall vest in Pinellas County, Florida.
58. WAIVER
The waiver of one or more defaults by any party to this Contract shall not be deemed a waiver of any
subsequent default of that provision of this Contract, or of a default under any other provision of this
Contract.
59. ATTORNEYS' FEES
Should either party employ an attorney or attorneys to enforce any of the provisions hereof: or to
protect its interest in any matter arising under this Contract, or to recover damages for the breach of
this Contract, the party prevailing shall be entitled to recover from the other party all reasonable costs,
charges and expenses, including attorneys' fees, expended or incurred in connection therewith.
60. NOTICES
All notices required by or pertaining to this Contract shall be served in person, by registered mail, by a
reputable document delivery service such as Federal Express, or by facsimile (FAX).
All notices to be provided hereunder shall be in writing and forwarded to the addresses provided
below.
FOR PSI:
FOR City:
PSI INTERNATIONAL, Inc.
10306 Eaton Place, Suite 400
Fairfax, VA 22030
Clearwater Police Department
644 Pierce Street
Clearwater, FL 34616-5495
Attention: Prakash Mehta
Title: Vice President of Finance
Attention: Dewey Williams
Title: Deputy Chief
61. SECTION HEADINGS
The section headings herein are provided for convenience only and have no substantive effect of the
construction of this Contract.
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62. SOLE AGREEMENT
This Contract consists of the Contract for Computer System and System Integration Services and all
of the Exhibits and attachments thereto, the RFP and all Addenda thereto, which document is
incorporated herein by reference, PSI's Proposal response, which document is also incorporated herein
by reference, and the Hardware and Software Maintenance and License Agreements, which
agreements are also incorporated herein by reference. In the event of any conflict, discrepancy or
inconsistency among any tenn, provision or condition contained in said documents, said conflict or
discrepancy shall.be.resolved by applying in the following order of priority the interpretation of
1. This Contract. for Computer System and System Integration Services;
2. TheCity'sRFY21O-94.
J. PSI's Software Maintenance Agreement
4. .PSI' s-Hardware Maintenance Agreement
5. PSI's Software LiCense
6. PSI's response Proposal;
This Contract embodies and constitutes the entire agreement between the parties with respect to the
transactions contemplated herein. All prior or contemporaneous agreements, understandings,
representations, and statements, oral or written, are merged into this Contract. Neither this Contract
nor any provision hereof may be waived, modified, amended, discharged, or terminated except by an
instrument in writing signed by the party against which the enforcement of such waiver, modification,
amendment, discharge or tenn6ation is sought, and then only to the extent set forth in such instrument.
63. SURVIVAL
All covenants, warranties, and representations provided for herein shall survive closing, acceptance of
the System and termination of this Contract.
(The rest of this page is blank.)
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be executed as of the day
and year first written above.
7!f:]- .
Ri a Gmvey 4
Mayor-Commissioner
Approved as to form and legal sufficiency:
-tL r+12
Pamela K. Akin
City Attorney
PSI International, Inc.
By:
Elizabeth M.
City Manager
~
Attest:
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EXHIBIT A
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POLICE DEPARTMENT COMPUTER SYSTEM PROJECT SCHEDULE
MILESTONE
1. PLANNING AND
DESIGN
2. FIELD REPORTING
~"-~
3. LAN/WAN,
MESSAGE SWITCH,
INTERFACE
COMPLETION
4. CAD/MCT/OF:rICE
AUTOMATION
COMPLETION
5. RMS
COMPONENTS
Technical Requirements
and Design Plans
Initial Preparation
Delivery of initial PC's
(50 qty)
Delivery of Test
Notebooks
Field Test of Notebooks
Selection and Delivery of
New Notebooks (Balance)
Notebook Conversion
Program
Officer Field Report/MCT
Training
Vehicle Installations
Remote Lan/Wan's
Installed in Substations
E-Mail to/between
Substations
Message Switch Complete
Interfaces to ACISS,
PCJIS, City Hall,
FCIC/NCIC
Balance of PC
Workstations
Cabling
CAD Hardware/Software
CAD Training
Digital DispatCh
CAD Data Conversion
MCT Completion
Office Automation/E-Mail
RMS Hardware/Software1
Data Conversion
RMS Training
UCR Acceptance1
FAX Server
Imaging
Parking Tickets
AVL Complete
Post Installation Review
ACCEPTANCE DATE
August 31, 1995
November 1, 1995
January 9, 1996
Feb. 28, 1996
July 8, 1996
1 RMS Hardware and Software will not be accepted until UCR acceptance is
confirmed by FDLE, milestone date notwithstanding.
REV: May 12, 1995
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EXHIBIT B
COST SUMMARY
HARDWARE
Purchase Unit Total Annual
Item Qty Unit Cost Total Maintenance Maintenance
Processor(s)
CAD Supervisor -IBM RSj6000 40P 1 $ 13,179 $ 13,179 $ 1,449 $ 1,449
CAD Dispatchers -IBM RSj6000 40P 5 $ 13,179 $ 65,895 $ 1,449 $ 7,245
CAD 2nd Supervisor -IBM RSj6000
25F 1 $ 29,900 $ 29,900 $ 1,297 $ 1,297
CAD Training -IBM RSj600040P 1 $ 13,179 $ 13,179 $ 1,449 $ 1,449
RMS Server -IBM RSj6000 59H 1 $ 119,600 $ 119,600 $ 10,005 $ 10,005
RMS High Availability Redundant
Server 1 $ 147,867 $ 147,867 $ 11,992 $ 11,992
Internal Affairs Server - Upgrade to
supervisor station 1 $ 8,430 $ 8,430 $ 1,449 $ 1,449
Remote Servers -Dell P j90j2SP PCs 7 $ 7,181 $ 50,267 $ 633 $ 4,431
Peripherals
IBM 7206-005 4-8 GB Tape Drive 2 $ 2,841 $ 5,682 $ 414 $ 828
IBM 9348-012 9- Track Tape Drive 1 $ 17,549 $ 17,549 $ 2,277 $ 2,277
IBM 2959 Protocol Adapter 1 $ 4,600 $ 4,600 $ 552 $ 552
LANs & WAN Components
Synoptics Concentrator (2) 28115 + (8)
2803 concentrators+(4) 2814SA Mnaged
concentrators+(2)30002 ASN (Dual
syncj dual Ethernet) 1 $ 55,674 $ 55,674 $ 21,919 $ 21,919
Remote Synoptics 223002 12 Port 10 $ 2,573 $ 25,730 $ 978 $ 9,780
Synoptics corp suite software, Optivity,
Site manager 1 $ 12,288 $ 12,288 $ 460 $ 460
ADTRAN TSU T1 DSU jCSU 2 $ 1,203 $ 2,406 $ 163 $ 326
DSU III AR 56K DSU j CSU 10 $ 626 $ 6,260 $ 115 $ 1,150
2 Paradyne MPX 9600 w jDMC 2 $ 557 $ 1,114 $ 58 $ 116
SAA Synchornous Adpter 883-001318-
001 1 $ 677 $ 677 $ 58 $ 58
APC SU-700 Smart-UPS plus software 7 $ 463 $ 3,241 $ $
Central LAN Server -Dell P j90j2SP PC 1 $ 7,181 $ 7,181 $ 546 $ 546
Workstations & Printers
Phase I
Calltaker workstations - Dell 590j2SP
with 20" monitors and Interactive UNIX 8 $ 9,589 $ 76,712 $ 929 $ 7,432
Watch Commander workstation 1 $ 9,589 $ 9,589 $ 929 $ 929
Police Front Desk workstation 1 $ 9,589 $ 9,589 $ 929 $ 929
PSI Proprietary
HW A VL
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Purchase Unit Total Annual
Item Qty Unit Cost Total Maintenance Maintenance
Differential Response workstation 1 $ 9,589 $ 9,589 $ 929 $ 929
Additional communications and
Headquarters workstations - Dell 575
PCs 10 $ 3,123 $ 31,230 $ 339 $ 3,390
Remote Station workstations - Dell
575/XL PCs with Microsoft OfficePro
and NIC 14 $ 3,123 $ 43,722 $ 339 $ 4,746
Remote Station workstation 3Com
PCMCIA interfaces 14 $ 208 $ 2,912 $ 115 $ 1,610
CAD Logging Printer - LEX-C-
25435+cables 2 $ 2,898 $ 5,796 $ 345 $ 690
RMS Data Products 9034-1MD 300
cps, 24-pin wide carriage dot matrix 9 $ 645 $ 5,805 $ 390 $ 3,510
Hewlett Packard 4S1 Laserjet printers
(10MB) 4 $ 4,576 $ 18,304 $ 437 $ 1,748
RMS printer jet direct cards and
envelope feeders 4 $ 329 $ 1,316 $ $
Phase II
Remote Station workstations - Dell
575/XL PCs with Microsoft OfficePro
and NIC 103 $ 3,123 $ 321,669 $ 339 $ 34,917
RMS Data Products 9034-1MD 300
cps, 24-pin wide carriage dot matrix 2 $ 645 $ 1,290 $ 391 $ 782
RMS Data Products LX 455 400 LPM
line printers 1 $ 3,440 $ 3,440 $ 345 $ 345
RMS Hewlett Packard 4S1 (10MB)
Laserjet printers 8 $ 4,576 $ 36,608 $ 345 $ 2,760
RMS printer jet direct cards and
envelope feeders 8 $ 329 $ 2,632 $ $
Notebooks & Related Components
TelePad 3 486 DX 33MHz pen-based
mobile computers with in-car 137 $ 5,169 $ 708,153 $ 345 $ 47,265
Vehicle Mounts 135 $ 352 $ 47,520 $ $
Radio Components
GE Orion Desktop radio stations with
RDI 3 $ 5,348 $ 16,044 $ 802 $ 2,406
GE RDI units for MCTs 135 $ 288 $ 38,880 $ 43 $ 5,805
Message Switch
Message Switch Server - De11590/SP2 1 $ 7,181 $ 7,181 $ 929 $ 929
Imaging Components
File Magic image system/ 3
workstations 1 $ 71,473 $ 71,473 $ 10,721 $ 10,721
PSI Proprietary
HW A VL
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Purchase Unit Total Annual
Item Qty Unit Cost Total Maintenance Maintenance
Parking Ticket Components
Sands handheld ticketing units with
printers 10 $ 5,584 $ 55,840 $ 825 $ 8,250
Parking Ticket system server - Dell
575 PC 1 $ 3,123 $ 3,123 $ 335 $ 335
Other Components
Netclock Server 2 $ 4,106 $ 8,212 $ 288 $ 576
TOTAL HARDWARE $ 2,127,348 $ 218,333
COST SUMMARY (Continued)
AVLHARDWAREANDSOFTWARE
Purchase Annual
Item Qty Total Maintenance
Optional A VL Quote
Hardware
Trimble GPS 400 Vehicle Location
Receivers 110 $ 397 $ 43,670
GPS Antenna 110 $ 102 $ 11,220
GPS Cable 110 $ 25 $ 2,750
Software
A VL Interface (LogiSYS) 1 $ 8,625 $ 8,625 $
GPS SK Software 1 $ 29 $ 29 $
GPS Manual 3 $ 46 $ 138 $
TOTAL A VL HARDWARE
AND SOFTWARE $ 66,432 $
PSI Proprietary
HW A VL
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COST SUMMARY (Continued)
SOFfWARE
Purchase Total One Annual
Item or License Modifications Time Cost Maintenance
Application Software
CAD $ 82,600 $ 82,600 $ 9,912
RMS $ 126,000 $ 13,500 $ 139,500 $ 12,600
CASE Management Ind. in RMS
Intelligence Inc!. in RMS
Crime Analysis Ind. in RMS
Property Ind. in RMS
Traffic Management Ind. in RMS
UCR Ind. in RMS $ 23,500 $ 23,500
Personnel Ind. in RMS $ 23,500 $ 23,500
Management Reporting Inc!. in RMS
Pawn Ind. in RMS $ 19,000 $ 19,000
Parking Inc!. in RMS $ 16,000 $ 16,000
Internal Affairs Ind. in RMS $ 13,500 $ 13,500
Message Switch $ 58,100 $ 58,100 $ 11,620
Mapping Ind. in CAD
MCT(l):
General $ 28,000 $ 28,000 $ 5,600
MDT Emulation $ 26,250 $ 6,000 $ 32,250 $ 5,250
MIARS $ 93,150 $ 19,500 $ 112,650 $ 11,644
Record extraction to current system $ 20,800
Inted aces(2)
E9-1-1 $ 6,325 $ 6,325
NCIC/FClC $ 10,235 $ 10,235
Pinellas County PCJIS $ 11,213 $ 11,213
Pinellas County ACISS $ 8,625 $ 8,625
CAD/FAX $ 2,875 $ 2,875
Annual Interface Software $ 8,680
Other
Dynacomm terminal emulation (140
licenses) $ 39,155 $ 39,155
Windows NT $ 712 $ 712
FAX Server software $ 1,150 $ 1,150 $ 230
Novell Netware 4.1 5-User License ( 7
licenses) $ 5,603 $ 5,603 -
Novell Netware 4.1 Upgrade from 3.11 $ 6,431 $ 6,431 -
Annual Other Software maintenance $ 10,000
TOTAL APPLICATION SOFlWARE $ 506,424 $ 155,300 $ 640,924 $ 75,536
(l)Note quantity per Exhibit IV-B; Software categories per Section II1.16
(2)Detail specific Interfaces charges below, as needed
PSI Proprietary
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COST SUMMARY (Continued)
OTHER CHARGES
Item
Cost Annual Fee
$ 35,765
$ 25,000
$ 7,000
$ 45,540
$ 13,000
$ - $
$ 8,108
$ 5,000
$ 54,900
$ 214,456
$ 32,660
$ 21,839
$ 41,515
$ 15,000
$ 5,000
Equipment Installation
Network Engineering Plan
Software Installation
Cabling Installation
Networking Installation
Software Source Code (Escrow Account)
Delivery and Handling
Training - Hardware/OS
Training - Application Systems
Project Management
File Conversion
Geofile Conversion
Travel Expenses
Performance Bond
Initial Supplies:
Other (Specify):
MCT Integration Testing
$
12,500
TOTAL OTHER CHARGES $
537,283 $
PSI Proprietary
Other Chrg
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COST SUMMARY (Continued)
SUMMARY OF PURCHASES/ANNUAL COSTS
Annual Maintenance Cost
Item Purchase (Total)
CAD Development
RMS Development
Program Management
Intelligence Server, IBM Powerstation 25F
Alternate Data Radio
$ 2,127,348 $
$ 640,924 $
$ 537,283 $
$ 3,305,555 $
$ 66,432 $
$ 3,371,987 $
$90.00/hr
$75.00/hr
$75.00/hr
$ 21,770
$ 456,885
$87 per hour plus $35
travel fee
75,536
Total Application Software
Total Other Charges
Grand Total
293,869
Optional A VL Charges
2,403
TOTAL with A VL
296,272
Uncovered service calls
As stated in Section 3 of the contract for Computer System and Integration
Services, the total amount amount of this contract shall not exceed $3,335,000,
notwithstanding this schedule of associated charges (EXHIBIT B)
PSI Proprietary
Purchases Annl Cst
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PSI INTERNATIONAL, Inc.
June 2, 1995
.lullS 3"oPBt95
RErF1V.r:-O
,) '-- :~ L
OFFiCE OF
POLICE CHIEF
""1
10306 Eaton Place, Suite 400
Fairfax, Virginia 22030
Tel: (703) 352-8700
Fax: (703) 352-8236
Mr. Dewey Willliams
Deputy Chief
City of Clearwater
Department of Police
644 Pierce Street
Clearwater, Florida 34616-5495
Dear Mr. Williams:
Per your request, enclosed are the following signed contract documents:
· Contract for Computer System and System Integration Services (master
agreement)
· PSI Hardware Maintenance Agreement
· PSI Software Maintenance Agreement.
We are currently circulating the Software License for the signatures of our
Subcontractors. We will return a copy to you as soon as it is complete.
We look forward to working with you on this vital and challenging contract.
Sincerely,
rakash Mehta
Vice President
Finance & Administration
Enclosures (3)
a/s