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HomeMy WebLinkAbout448535 VERINT VIDEO SOLUTIONS - CONTRACT - RFP - P1106 TRANSFORT MOBILE VIDEO SECURITY SYSTEMSERVICES AGREEMENT Transfort Mobile Video Security System THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS COLORADO a Municipal Corporation hereinafter referred to as the City and Verint Video Solutions Inc hereinafter referred to as Contractor WITNESSETH In consideration of the mutual covenants and obligations herein expressed it is agreed by and between the parties hereto as follows 1 Scope of Services, Sale and License of Products, Contractor agrees to provide services in accordance with Exhibit A Scope of Work consisting of four (4) pages and Exhibit B Additional Terms of License Sales and Support Agreement consisting of four (4) pages incorporated herein by this reference In addition Contractor hereby agrees to sell to the City the hardware and license the software products (collectively the Products ) as set forth in the Scope of Work and in Exhibit C Additional Products in accordance with the terms of this Agreement 2 Contract Period This Agreement shall commence October 2 2008 and shall continue in full force and effect until October 1 2009 unless sooner terminated as herein provided In addition at the option of the City the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods Pricing changes shall be negotiated by and agreed to by both parties Contract shall automatically renew on October 2 for each additional one year period unless written notice of non renewal is provided to the Service Provider no later than sixty (60) days prior to the end of the initial term or renewal period 3 Delay If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence then the party so prevented shall be excused from whatever performance is prevented by such cause To the extent that the performance is actually prevented the Contractor must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition 4 Early Termination by City/Notice Notwithstanding the time periods contained herein the City may terminate this Agreement at any time without cause by providing written notice of termination to the Contractor Such notice shall be delivered at least sixty (60) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties All notices provided under this Agreement shall be effective when mailed postage prepaid and sent to the following addresses • Six (6) cameras located in locations similar to that of the test pilot vehicle • Two (2) microphones located in locations similar to that of the test pilot vehicle • Five (5) discrete inputs wired in vehicle and reviewable in playback of recorded video 1 G force Sensor 2 Event Marker 3 Right Turn Signal 4 Left Turn Signal 5 Brakes *Four way Hazard shown by the simultaneously display of the left and right turn signal • Installation of LED status displays for operators view in a location similar to that of the test pilot Some vehicles have different configurations On site confirmation by City personnel for exact location is required • Prior to installation of the G Force sensors Verint can provide Transfort with the spec sheet on the chip and can verify that the G force is functional However Verint does not have a calibrated procedure to verify operation • Digital video recorders will be installed in the Transfort provided data cabinets immediately behind the driver seat and modesty panel It is assumed that the data cabinets will be available not later than Oct 13 2008 • Vehicle number 47 used as a test pilot vehicle will have its digital vehicle recorder relocated to a similar location • All cameras shall be adjusted and configured for the proper resolution and clarity per approval by City personnel • All microphones shall be tested for clarity and functionality per approval by City personnel Wireless Verint will provide two wireless access points and two wireless antennas as part of the contract In addition Verint will provide 24 hours of technical support (not including any development work) to assist with any questions regarding wireless technology If the City requires more than 24 hours of support it will be billed to them at a rate of $95 per hour plus travel expenses if any (not including development work that may need to be done) Software OP Center Software shall be installed on two (2) Dell computers provided by the City for this use Installation configuration and full testing of OP center with the wireless equipment for two vehicles will be included The acceptance of the Op Center software will be upon it working with the Verint wireless equipment that is provided for two vehicles • City Management Information Systems (MIS) will manage and direct the installation and testing of Vid Center software on up to 10 (ten) staff computers or laptops throughout the City • Demonstration of the ability to review archive and export video and audio from the digital video recorders shall be included • All cameras and microphones shall be tested in software for proper functionality • Op Center will be tested using two vehicle access points and antennas 10 Training Verint shall provide two days of on site mobile video training for City personnel Training shall include • Op center and Vid Center software orientation specifically all aspects of the software and options parameters etc • Digital video recorder maintenance hard drive replacement etc • Playback exporting and editing of video and audio as captured on the vehicle Exceptions There are two known unresolved issues which will be handled as software/hardware defects The issues will be resolved as part of Verint s normal development processes If the issues are not resolved by the time that the project is ready to be accepted then the City can refuse to accept the project and withhold 10% of the contract value until the two defects are corrected Known Issues 1 Audio quits working after approximately 5 minutes on multiple recordings restarting did not help restart the audio 2 Automatic download of event marked video did not occur on fixed route / paratransit vehicle consistently I Exhibit B — Additional Terms of License, Sales and Support Agreement Sale and License Contractor hereby agrees to license and sell (as applicable) the Products to the City and the City agrees to purchase the Products from Contractor in accordance with the terms of the Agreement 2 Grants of License, Ownership (a) The City acknowledges that the Products contain proprietary software programs and proprietary hardware City acknowledges that all intellectual property rights in and to the Products and derivatives thereto are and shall remain vested in Contractor or its licensor(s) Except for the limited licenses granted hereunder in any Product or any transfer of title in any hardware City shall not assert any right title or interest in or to the Products or other portion of the Contractor intellectual property or make any misrepresentations about the same (b) With respect to any software Products provided by Contractor to City under this Agreement Contractor grants to City and City accepts a perpetual nonexclusive nonassignable and nontransferable limited license to use at any City site the number of licenses specified on an applicable order solely by City s personnel for City s internal business operations and subject to the terms and conditions of this Agreement Use of any Product by City shall at no time exceed the total use rights granted in applicable orders City may make a reasonable number of copies of any software solely as needed for back up archival and testing purposes and of the related documentation solely as needed for City s internal business purposes as set forth herein (c) Contractor reserves the right to modify discontinue add adapt or otherwise change any Product design or specification of any Product provided the City is (i) notified of the schedule for normal updates modifications and enhancements to the Products and (u) notified no less than 60 days prior to the date when the Product is to be discontinued and (in) advised of any changes in Contractors policies procedures and other requirements related to this Agreement or which will require major changes in City operations and that the implementation of those changes are negotiated and agreed to by both parties If a Product is discontinued or becomes unusable for City operations due to changes in the Product the Contractor must make mutually agreeable provisions to continue Product support or provide a replacement Product functionally equivalent or superior in form fit and function The City must approve the replacement Product and agree to the method and timing of its installation and implementation (d) Prior to the installation of a Product the City shall ensure the establishment of an End User Computing Environment that meets Contractor s then current minimum Product 12 requirements for use and operation of the Product (the City Environment ) City acknowledges that except as otherwise expressly specified on an order Contractor is not responsible for obtaining licensing or selling any hardware peripherals or third party software or interfaces needed to prepare or maintain the City Environment 3 Restrictions on Use Except as otherwise specified in this Agreement expressly permitted in writing by Contractor or otherwise cannot be precluded under mandatory applicable law City will not and will make reasonable efforts to prevent any other party from doing any of the following (a) Disassemble decompile decrypt or reverse engineer or in any way attempt to discover or reproduce source code or schematics for any part of any Product adapt modify or prepare derivative works based on any of the Contractors intellectual property or use any of the Contractors intellectual property to create any computer program or other material that performs replicates or utilizes the same or substantially similar functions as the Product (b) Alter remove or suppress any copyright confidentiality or other proprietary notices marks or any legends placed on embedded or otherwise appearing in or on any Product or fail to ensure that all such notices and legends appear on all full or partial copies of Contractor intellectual property or any related material or (c) Sell sublicense lease assign delegate transfer distribute encumber or otherwise transform any Contractors intellectual property or any of the rights or obligations granted to or imposed on City hereunder 4 Confidential Information (a) The unauthorized disclosure or use of Confidential Information (as defined below) of a disclosing party or of a disclosing party s third party licensors and all information and services related thereto would cause great injury and harm to the owner thereof Therefore each party agrees to take all appropriate action to ensure the confidentiality and security of the other party s Confidential Information but in any event no less than the same standard of care it uses to protect its own Confidential Information of like kind and value Without limiting the generality of the foregoing City and Contractor each agree that it (i) shall maintain the other s Confidential Information in the strictest confidence including compliance with reasonable remote access security requirements (u) shall not disclose display publish transmit or otherwise make available such Confidential Information or take the benefit thereof in whole or in part except in confidence to its own employees (subject to obligations of nondisclosure) on a need to know basis and (in) except as expressly permitted hereunder shall not copy duplicate replicate transform or reproduce such Confidential Information Notwithstanding anything in this Section neither party shall be liable to the other for damages resulting from disclosure of any Confidential Information required by law regulation or valid court order provided prior written notice is provided to the other party sufficiently in advance of such required disclosure to allow the other party to respond and take reasonable and lawful action to avoid and/or minimize the degree of such disclosure or seek appropriate protective 13 orders Contractor acknowledges that the City is a political subdivision and therefore subject to the requirements of the Colorado Open Records Act (b) For purposes of this Agreement Confidential Information shall mean any non public information technical data or know how including without limitation that which relates to research product plans products pricing services customers personnel markets software software code software documentation developments inventions lists trade secrets data compilations processes designs drawings engineering hardware configuration information marketing or finances which is designated in writing to be confidential or proprietary at the time of disclosure if provided in tangible form or if provided in non tangible form shall be identified by the disclosing party at the time of disclosure as confidential or proprietary Notwithstanding the foregoing Confidential Information does not include information technical data or know how that without restriction on disclosure is (a) in the public domain or becomes available to the public and not as a result of the act or omission of the receiving party (b) rightfully obtained by the receiving party from a third party (c) is lawfully in the possession of the receiving party at the time of disclosure or (d) is approved for release by written authorization of the disclosing party Order Acceptance and Shipping (a) Contractor shall have no obligation to deliver any Product additional licenses services or technical data (i) to the extent it has knowledge that any licenses permissions or other governmental approvals required under then current applicable laws and/or regulations have not been properly obtained by the respective party(ies) or pq if City is in arrears on any payments rightfully due to Contractor or is otherwise in breach of this Agreement In the event of any conflict between the terms and conditions of this Agreement and any terms and conditions included in any Order the parties acknowledge that the terms of this Agreement shall control (b) Contractor will ship all Products FOB destination to the location specified by the City in the City s order Shortage or damage claims may be rejected by Contractor unless such claims are received by Contractor in writing and Contractor is given a reasonable opportunity to inspect the shipment in question before use by the City 6 Product Support Support for any Products shall be in accordance with the terms of one of Verint s standard Maintenance and Support Plans for its Transit products a copy of which is located at www Verint com/misc/VlSsupport Americas pdf Following the initial support term support shall be available in accordance with Verint s standard maintenance plans at the applicable renewal rates set forth in each such plan Subject to the prompt payment of all applicable support fees during any support term Contractors support includes the following (a) City shall have direct access via telephone to Contractors support center during hours specified in the applicable Maintenance and Support Plan 14 (b) Contractor shall provide City with updates (i a bug fixes or any other change or modification to any software made to correct an error or problem) and/or new versions that Contractor in its sole discretion generally offers to customers subscribing to the same Maintenance and Support Plan All such updates and new versions become part of the Product for all purposes hereof In the event an order contains hardware for delivery to City where such hardware includes a right of warranty under this Agreement notwithstanding any other terms of the Agreement the support term for that order (including support for any hardware and/or software provided thereunder) shall commence upon shipment of that hardware (c) If Contractor provides support services as a result of any conditions specified in the Warranty section above, or otherwise provides support services to City outside the scope of services specified for City s applicable Maintenance and Support Plan Contractor may charge City for such services at Contractors then current service fee rate if approved by the city in writing 7 Limitation of Liability CONTRACTOR S MAXIMUM LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL BE IN THE AGGREGATE AND LIMITED TO CITY S DIRECT ACTUAL DAMAGES NOT TO EXCEED THE ACTUAL FEES PAID TO CONTRACTOR HEREUNDER FOR THE NONCONFORMING PRODUCT OR SERVICES REDUCED BY ANY AMOUNT DUE CONTRACTOR IN NO EVENT SHALL CONTRACTOR ANY PARENT SUBSIDIARY AFFILIATE OR LICENSOR OR ANY OF THEIR OFFICERS DIRECTORS EMPLOYEES SHAREHOLDERS OR REPRESENTATIVES BE LIABLE (1) TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND OR NATURE OR IN ANY MANNER WHATSOEVER OR (11) TO CITY FOR ANY CONSEQUENTIAL INDIRECT EXEMPLARY INCIDENTAL OR SPECIAL DAMAGES OR COSTS (INCLUDING ATTORNEYS FEES OR LOST PROFITS TIME SAVINGS PROPERTY DATA OR GOODWILL) REGARDING THIS AGREEMENT OR RESULTING FROM OR IN CONNECTION WITH THE USE MISUSE OR INABILITY TO USE ANY PRODUCT SERVICES SUPPORT REGARDLESS OF THE CAUSE OF ACTION EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY THEREOF WITHOUT LIMITING THE FOREGOING IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES 15 Exhibit C — Additional Products Spare Parts ITEMS QTY mDVR 6s 2 mDVR 160 GB Enclosed Hard Drive 4 D/N Cam Dome RP506 x 4 3mm 2 D/N Cam Dome RP506 x 2 9mm 4 IR Cam DOME x 2 9mm 3 External Side View Camera (2 9 mm) 2 RP Microphone 3 Tuffy Front Camera Mount 2 Metal 4 LED System Status Box 2 External 4 color LED Module Cable 30 2 Event Switch 2 Verint G/Force Sensor 2 Wireless Equipment Mobile Wireless Access Point 802 1la/b/g 2 Mobile Wireless Patch Antenna 802 11 a/b/g 2 Fixed End Package including Items below mDVR Review Station for 2 5 removable drive includes power supply 2 Software Vid Center client Software (per workstation) 10 Op Center for an individual workstation (for 25 DVR connection) 2 Licenses Op Center Database to support upto 100 DVR 1 Gold Plan Warranty 1 16 Exhibit D — Insurance Requirements The Service Provider will provide from insurance companies acceptable to the City the insurance coverage designated hereinafter and pay all costs Before commencing work under this bid the Service Provider shall furnish the City with certificates of insurance showing the type amount class of operations covered effective dates and date of expiration of policies and containing substantially the following statement The insurance evidenced by this Certificate will not be cancelled or materially altered except after ten (10) days written notice has been received by the City of Fort Collins In case of the breach of any provision of the Insurance Requirements that is not cured by Service Provider within five (5) days from receipt of written notice from the City the City at its option may take out and maintain at the expense of the Service Provider such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement The City its officers agents and employees shall be named as additional insured on the Service Providers general liability insurance policies for any claims arising out of work performed under this Agreement Insurance coverage shall be as follows A Workers Compensation & Employers Liability The Service Provider shall maintain during the life of this Agreement for all of the Service Providers employees engaged in work performed under this agreement Workers Compensation insurance with statutory limits as required by Colorado law Employers Liability insurance with limits of $100000 per accident $500 000 disease aggregate and $100 000 disease each employee B Commercial General & Vehicle Liability The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury including accidental death as well as for claims for property damage which may arise directly or indirectly from the performance of work under this Agreement Coverage for property damage shall be on a broad form basis The amount of insurance for each coverage Commercial General and Vehicle shall not be less than $500 000 combined single limits for bodily injury and property damage In the event any work is performed by a subcontractor the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor which liability is not covered by the subcontractors insurance 17 City Contractor City of Fort Collins Purchasing Verint Video Solutions Inc PO Box 580 12110 North Pecos Fort Collins CO 80522 Suite 300 Denver CO 80234 Attn Finance Department In the event of early termination by the City the Contractor shall be paid for all Products delivered to City and services rendered to the date of termination subject only to the satisfactory performance of the Contractors obligations under this Agreement Such payment shall be the Contractors sole right and remedy for such termination for convenience by City 5 Contract Sum The City shall pay the Service provider for the performance of this Contract subject to additions and deletions provided herein the sum of Two Hundred Twelve Thousand, Two Hundred Seventy Eight Dollars and Seventy Three Cents ($ 212,278 73) 6 Payment Terms Definitions Products Software Software Licensing and Hardware as part of or related to the Verint MVSS and supplied by Verint Services installation configuration modification and optimization of the Verint MVSS and related systems Product Support — Product support provided to City in accordance with one of Verint s standard Maintenance and Support Plans for its Transit products the terms of which are stated in Section 8 below Final Acceptance Written acceptance by the City of Products and/or Services related to the Verint MVSS and supplied by Verint based on an acceptance plan agreed upon by the parties Terms General payment terms Net 30 days For Products installed by City personnel 100% payment due upon delivery For Products installed by and other Services provided by the Contractor 50% payment due upon delivery 50% payable within 15 days after Final Acceptance For Product Support paid annually in advance for Support as set forth in this Exhibit 2 7 City Representative The City will designate prior to commencement of the work its representative who shall make within the scope of his or her authority all necessary and proper decisions with reference to the services provided under this agreement All requests concerning this agreement shall be directed to the City Representative 8 Independent Service provider The services to be performed by Contractor are those of an independent service provider and not of an employee of the City of Fort Collins The City shall not be responsible for withholding any portion of Contractors compensation hereunder for the payment of FICA Workmens Compensation or other taxes or benefits or for any other purpose 9 Personal Services It is understood that the City enters into the Agreement based on the special abilities of the Contractor and that this Agreement shall be considered as an agreement for personal services Accordingly the Contractor shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City 10 Acceptance Not Waiver The City s approval or acceptance of or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement 11 Warranty a Contractor warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature Specifically (Q The software shall operate substantially in accordance with the documentation for the period indicated in the applicable Product Guide (n) The hardware shall operate substantially in accordance with the documentation for the period indicated in the applicable Product Guide and (ui) Services provided by Contractor will be performed in a timely and professional manner by qualified personnel (iv) Contractor provides all third party hardware on an AS IS basis without warranties of any kind unless Contractor specifies otherwise In certain cases such third party hardware may be accompanied by the manufacturers own warranty and warranty service must be obtained directly from the third party manufacturer Contractor agrees to identify third party hardware being sold to City on Exhibit C 3 to The parties agree that Contractors warranty will not apply if (i) The City fails to (a) correctly install any updates or other modifications to the Products provided by Contractor unless such installation was done with the cooperation of the Contractor or (b) prepare a technical environment that meets the specified End User Computing Environment prior to Product installation or to maintain such environment thereafter For purposes of this paragraph End User Computing Environment shall mean the computing environment (excluding any software and/or hardware expressly provided by Contractor on any order) separately procured prepared and maintained by City for the use and operation of the Products where such computing environment meets Contractors then current minimum Product requirements (n) Errors resulting from the City s misuse abuse negligence or improper use of all or any part of the Product or problems to or caused by products or services not provided by Contractor (ui) the City authorizes product modification amendment revision or change by any party other than Contractor or Contractors representative expressly authorized to make such modification amendment revision or change or (iv) Failures relating to electrical failure Internet connection problems or data or data input output integrity storage back up and other external and/or infrastructure problems which are under the City s exclusive control and sole responsibility c The City s exclusive remedy under this Section 4 shall be for Contractor upon notification by the City and in consultation with the City during the applicable warranty period for (Q software — Contractor will use commercially reasonable efforts to either correct any verifiable material nonconformity or to replace the materially nonconforming software provided however if Contractor cannot provide either remedy upon receipt of the materially nonconforming software Contractor shall refund City the license fee paid to Contractor for same (u) hardware — Contractor will use commercially reasonable efforts either to correct any verifiable material nonconformity or to replace the materially nonconforming portion of the hardware and if hardware is to be returned to Contractor for warranty repair transportation charges for return of the hardware from City to Contractor shall be paid by City and from Contractor to City shall be paid by Contractor All replaced hardware or parts 4 become Contractors property except for video or similar data files contained in the hard drive of any Product which shall be returned or destroyed at City s request and (u) services — Contractor will re perform the affected services or waive or refund (as appropriate) the fee for such services d Unless otherwise provided in the Agreement all materials and equipment incorporated into any work shall be new and where not specified of the most suitable grade of their respective kinds for their intended use and all workmanship shall be acceptable to City e CONTRACTOR MAKES NO AND DISCLAIMS ALL OTHER WARRANTIES REPRESENTATIONS OR CONDITIONS WRITTEN OR ORAL OR EXPRESS IMPLIED OR STATUTORY INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY TITLE INTEROPERABILITY DATA ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PRODUCT SERVICES SUPPORT OR ANY COMPONENTS THEREOF AND ANY OTHER PRODUCTS OR SERVICES PROVIDED BY CONTRACTOR WITHOUT LIMITING THE FOREGOING CONTRACTOR DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED OR THAT OPERATION OF ANY PRODUCT SHALL BE UNINTERRUPTED OR ERROR FREE 12 Termination This Agreement may be terminated (a) by Contractor immediately if City breaches any of its obligations under Exhibit B Section 2 or with respect to its confidentiality obligations under this Exhibit or (b) by either party for material breach hereof which has not been cured within thirty (30) days of receipt of written notice from the non defaulting party (c) by either party at any time if the other party makes an assignment for the benefit of creditors or commences or has commenced against it any proceeding in bankruptcy or insolvency or (d) as otherwise set forth in this Agreement Upon termination of this Agreement all license rights granted in any Product licensed hereunder shall survive such termination provided (i) this Agreement has not terminated by Contractor for Citys breach (u) City continues to comply with all terms and conditions surviving termination of this Agreement and (ni) Citys use of the Product does not exceed the license rights granted hereunder In the event of any failure of (1) (u) or (ni) at the time of or subsequent to termination of this Agreement (a) all rights and licenses granted hereunder shall immediately terminate and any uses by or on behalf of City must immediately cease and (b) City shall immediately delete all copies of any Product licensed hereunder and return to Contractor all other Contractor intellectual property 13 Default Each and every term and condition hereof shall be deemed to be a material element of this Agreement In the event either party should fail or refuse to perform according to the terms of this agreement such party may be declared in default thereof 5 14 Remedies In the event a party has been declared in default such defaulting party shall be allowed a period of thirty (30) days within which to cure said default starting with the date that such party has been notified of such default by the non defaulting party In the event the default remains uncorrected the party declaring default may elect to a Terminate the Agreement and seek damages b Treat the Agreement as continuing and seek specific performance or c Avail himself of any other remedy at law or equity If the non defaulting party commences legal or equitable actions against the defaulting party the defaulting party shall be liable to the non defaulting party for the non defaulting partys reasonable attorney fees and costs incurred because of the default 15 Binding Effect This writing together with the exhibits hereto constitutes the entire agreement between the parties and shall be binding upon said parties their officers employees agents and assigns and shall inure to the benefit of the respective survivors heirs personal representatives successors and assigns of said parties 16 Indemnity/insurance a The Contractor agrees to indemnify and save harmless the City its officers agents and employees against and from any and all actions suits claims demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons or damages to property arising out of result from or occurring in connection with the performance of any service hereunder provided however that Contractors obligation to indemnify the City shall be contingent upon (i) the City giving the Contractor written notice no later than thirty (30) days after receiving notice of any claim for which the City may be seeking indemnification (u) the Contractor has sole control of the defense of the claim and any negotiations for its settlement or compromise and (ui) at Contractors expense the City reasonably cooperates with the Contractor in the defense of any claim The Contractor shall not be responsible to indemnify under this Section 16 in the event any suit or claim is due in whole or part to the gross negligence or willful misconduct of the City b The Contractor shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property c Without limiting any of the Contractors obligations hereunder the Contractor shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit D consisting of one (1) page attached hereto and incorporated herein by this reference The Contractor before commencing services hereunder shall deliver to the City s Director of Purchasing and Risk Management 215 N Mason 2nd Floor Fort Collins Colorado 80524 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City R 17 Entire Agreement This Agreement along with all Exhibits and other documents incorporated herein shall constitute the entire Agreement of the parties Covenants or representations not contained in this Agreement shall not be binding on the parties 18 Law/Severability The laws of the State of Colorado shall govern the construction Interpretation execution and enforcement of this Agreement In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction such holding shall not Invalidate or render unenforceable any other provision of this Agreement IN WITNESS WHEREOF, Contractor and City have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date of the Agreement VERINT VIDEO L39 INC VICE PRESIDENT DATE 10 a" D SEAL >a EST K"'& /� f City AS TO City Attorney THE Y OF FORT COLLINS COLORADO B NAME I E JAMES B O NEILL It CPPO DIRECTOR OF PURCHASING AND RISK MANAGEMENT DATE EST n� (Corporate Seal) Exhibit A — Scope of Services This Scope of Work covers the installation configuration and implementation of a Mobile Video Security System (MVSS) for the City of Fort Collins Transfort transit and Dial A Ride paratransit systems The end result of the project will be to provide a working mobile video security system for the City The Verint MVSS will be implemented in eight (8) paratransit vehicles and twenty nine (29) fixed route buses The pilot program was completed successfully with some identified issues to be resolved by Verint in a timely manner The Verint MVSS worked largely as advertised with clear pictures recorded video and audio and monitoring capabilities The scope of work details the City s expectations for the installed systems Installation requirements include the full use and deployment of the mobile camera system The list of vehicles equipment and costs are included in the document Paratransrt Vehicles The equipment that will be installed on each paratransit vehicle Includes the followinq 70 300 4492 mDVR 6S 1 70 300 4438 mDVR 160 GB Enclosed Hard Drive 1 21 3300063 mDVR6s Lockable Enclosure 1 445 000033 D/N Cam Dome RP506 x 4 3mm 1 445 000079 IR Cam Dome x 2 9mm 3 445 000083 External Side View Camera (2 9mm) 1 445 000043 RP Microphone 1 410 004783 Tuffy Front Camera Mount 1 M330 0021 Metal 4 LED System Status Box 1 430 004807 External 4 color LED Module Cable 30 1 20 770 0062 Event Switch 1 N2 VCL Vld Center control license 1 835 004819 Verint G/Force Sensor 1 • Five (5) cameras located In similar location of test pilot vehicle • One (1) microphone located In similar location of test pilot vehicle • Five (5) discrete Inputs wired in vehicle and reviewable In playback of recorded video 1 G force Sensor 2 Event Marker 3 Right Turn Signal` 4 Left Turn Signal' 5 Brakes `Four way Hazard shown by the simultaneously display of the left and right turn signal • Installation of LED status displays for operators view in a location similar to that of the test pilot vehicle Some vehicles have different configurations On site confirmation by City personnel for exact location is required • Prior to installation of the G Force sensors Verint can provide Transfort with the spec sheet on the chip and can verify that the G force is functional However Verint does not have a calibrated procedure to verify operation • Digital video recorders will be installed in a location similar to that of the test pilot • All cameras shall be adjusted and configured for the proper resolution and clarity per approval by City personnel • All microphones shall be tested for clarity and functionality per approval by City personnel Fixed Route Vehicles The equipment that will be installed on each fixed route vehicle includes the following 70 300 4492 mDVR 6S 1 70 30 44438 mDVR 160 GB Enclosed Hard Drive 1 445 000033 D/N Cam Dome RP506 x 4 3mm 1 445 000032 D/N Cam Dome RP506 x 2 9mm 4 445 000083 External Side View Camera (2 9mm) 1 445 000043 RP Microphone 2 410 004783 Tuffy Front Camera Mount 1 M330 0021 Metal 4 LED System Status Box 1 430 004807 External 4 color LED Module Cable 30 1 20 770 0062 Event Switch 1 N2 VCL Vid Center control license 1 835 004819 Verint G/Force Sensor 1