HomeMy WebLinkAboutContracts & Agreements_50-2002_CCv0001.pdf WIRELESS DEMONSTRATION PROJECT CONTRACT........... _ ................. .............--......... ...... ..... ......3
LOVERVIEW.................... ........................ ......... ........................... ............... ... ........................... ....... ................3
2. CONTRACT EXHIBITS.......................... ................................... -................ ...... ............................---..................4
3. SERVICES TOBE PROVIDED.................. - ................ ......... - ....................... ........................... --------4
4� C(DvTDA[30m ADMINISTRATION........ ...... ......................... ........... ................................ --.............5
5. AGENCY ADMINISTRATION ........................ ....'.................-''---' .......... _........................--....... ---6
6 DIRECT ADMINISTRATION COSTS .................................. .......-.-.---...... .... ........................ --------.6
7. COMPENSATION....... -' ......................... ................................. . ........ ..........-............................ ........... ..........6
8. GRANT FUNDING CONDITIONS....... ......- ................... .... ........... .............................................----........- ...Q
9.. TERMINATION QFCONTRACT.................................. ....... ......-'_---....... ........................ ....... ................. 0
}k START DATE... ....................... ....... --..........-............ ................................... ...... ...........9
lLINDEMNIFICATION........................................................................ .............. - ........................................................O
/2' MUTUAL RESPONSIBILITY OF CONTRACTORS AND SUBCONTRACTORS-.----'-.-...---'---------' lO
13. CONTRACTOWSINSURANCE.................................................................. ......... ................................................. }0
14. ADDITIONAL INSURANCE PROVISIONS........................ ......... ................................................................. - ......... l2
15. AGENCY PROPERTY........................................ ....................... ..................--............................... ................... l2
16. AFFIRMATIVE ACTION POLICIES............. ... -..... ................. - ....................... ...............................- ... ......... )2
17. 8ENNEyDvCOUNTY RECYCLING PROGRAMS............... ..... ......... .... ....... ........ ............................. .................. l3
18. SUCCESSORS&ASSIGNMENT..... ................................ .................... ................. ............................... ..... .......... l3
79. SEVERABILITY.............................. ..................................... ....... .......... .......... ............................ ..................... \3
20 CONTRACTOR RESPONSIBILITIES .................... ........... -...- ...... ................. ............................... ....... -.......... !3
21. ADDITIONAL CONTRACTOR RESPONSIBILITIES......... .......... ....... .......... ...... ............................- ................... l4
22. PERFORMANCE OF SUBCONTRACTORS......................................... ........ ........... ................................... ................ l4
23, SUBCONTRACTOR APPROVAL............................. ................ ................. -- .................................................... l5
24 RIGHT T0AUDIT C0mTRACTOo'uBOOKS AND RECORDS...... ...... ........ ............................................. ................. l5
25. DATA PRIVACY,NONDISCLOSURES AND CLExmANCEx ..... ......................... .......................................... ........ ... l5
26 ................. ...................... .................................. .... ......................................................... ................... lG
27. MINNESOTA AND CALIFORNIA LAWS GOVERN........................ ............ .............................................. ................. l6
28 LIMITATIONS 0FLIABILITY.......... .........................................-.................... ......................................... ............ l7
29. DEFAULT............................... ................................................ ....... ....................... ......................... .................... l7
30i EQUIPMENT LICENSED SOFTWARE USAGE..................................................................... lV
3l. EQUIPMENT PURCHASES... ........................................... ...... ............................ .................................................... |8
32. YEAR 2808COMPLIANCE.................................. -............................... ...... ....................................................... l4
33. INTELLECTUAL PROPERTY INDEMNIFICATION.... ................-............... ...... .......... ........................ -................. lA
34� OWNERSHIP OFCOPYRIGHT... .............................. ............ -......... ............ ......... ......................... --- ...........20
35. CONTRACTOR SENSITIVE DOCUMENTS AND INFORMATION......................... -.... ......................... -- .............2O
36. PROJECT DOCUMENTS........................................... ........... - .................... .......' ...............................................2}
3TERRORS AND OMISSIONS........ ............................. ....... - ................. - ......... ............................. .................Zl
38. DISPUTE AND RESOLUTION.... ..................... .......... ....... ......---...... --..... - ............................ .... .............2l
39. DELAYS AND EXTENSIONS 0FTIME... ..................................... ............................-.................................... .........2l
40� EQUIPMENT AND MATERIAL..... ............- ........... ..........-..... -......------ ................................... ...........22
41. MATERIAL PROPOSED AsEQUAL.................... .-...... ..... ............ -------- ............................ .... -........Z2
42. EQUIPMENT rMENTAND INSTALLATION QTANVAkDS ......... ................................... - ........]2
41 SYSTEM USAGE AND SUPPORT TRAINING.................... ........ .......-..------. .................... ..........---.....24
44� AGENCYRESPONSIBILITY-........... .................----..... ... ...... -_.--------- ....................... ......---...24
45. PROJECT SCHEDULE.................................-- .......... ......---... .... - ........ ----................ ....... - ......... ... ..25 '
46 PAYMENT SCHEDULE........... ...... ........ ...................... ...............----............- ...................... ......----.........25
47. PAYMENT TERMS AND CONDITIONS................----.......... ... ............ - ....----... ..................... 26
48. EQUipw«TDELIVERY TEOIMS................. .............................. --- ...........---................................. -...........28
40 SYSTEM DOCUMENTATION.................... ----.- .................'--.........................
------�O
5l SYSTEM ACCEPTANCE.... ............................. ..................... ...... --- .......----'-........... ........... --- ......32
5[ ACCEPTANCE TEST CRITERIA........... ........ ----------------.---. ...................... .... -........---33
52. CHANGE ORDERS.................. ..................... .............. .......-------------.................. '...... ...... ....... 35
5 3� STATUS REVIEW _----------------------.- .............- ......'------37
54. MINNESOTA STATE SALES AND USE STATE SAI-Es TAX...--- ......... ....... ............ ------3?
55. STATE 0FMINNESOTA LAW/STATE 0FCALIFORNIA LAW........ -----------.-.--. ...... .-------37
56. ANTITRUST............................................. ........... ------------------ ................-- ......
---�8
57, SUBCONTRACTOR PAYMENT GGuR^NTGE ... --------------------- ..................... -------38
5& SYSTEM SOFTWARE LICENSES AND INSTALLATION-... ....... -----------_-.-------------'38
Contractor Agreement ` 1 Wireless Fingerprint Project
59. SYSTEM WARRANTY/MAINTENANCE............................... ...--...-........ ......... ............................. ....................38
60, SYSTEM SUPPORT/MAINTENANCE RESPONSE TIMES ............................ ...................................................--....39
61. THIRD PARTY SERVICE CONTRACTS....--................ ................................ ...................................................... ....40
62. SERVICE FEES.......................................................................... .............................................................................41
611. HENNEPIN COUNTY PARTICIPATING AGENCY AGREEMENTS...... .............-.................................... ..........-41
64. NOTICES.........................--................ ........... ................... .......... ...................................................................42
HENNEPIN COUNTY BOARD APPROVAL.................---.... ............................. .......................... .......................44
CITY OF ONTARIO COUNCIL APPROVAL....................-............ ............................................................ ...-45
CITY OF REDLANDS COUNCIL APPROVAL.................... .............................................................. ....... ......46
CONTRACTORAPPROVAL....................... ........................................... ......................................* ....................47
CONTRACTOR ACKNOWLEDGMENT............................--..................................................................................47
Contractor Agreement 2 Wireless Fingerprint Project
Contract No.
Federal ID No.
Vendor No.
WIRELESS DEMONSTRATION PROJECT CONTRACT
THIS CONTRACT, made between the COUNTY OF HENNEPIN, State of Minnesota,
hereinafter referred to as Hennepin County on behalf of the Hennepin-.County Sheriffs
Office; the City of Ontario, State of California, hereinafter referred to as City of Ontario, on
behalf of the Ontario Police Department; the City of Redlands, State of California,
hereinafter referred to as City of Redlands, on behalf of the Redlands Police Department,
and Visionics, Corporation ("Vision ics")), a corporation organized and existing under the laws
of the State of Delaware and having its principal place of business at (5600 Rowland Road,
Minnetonka, MN 55343), hereinafter referred to as Contractor.
1. Overview
In May of 1999, the United States Department of Justice, Office of Community Oriented
Policing Services (COPS) has awarded a Grant (Grant# 1999CNWX0005) under the U.S.
Technology Grant Award program to Hennepin County for the deployment of remote
wireless fingerprint capture systems to various public safety agencies in the State of
Minnesota and in the State of California. On July 19, 2000, Hennepin County entered into a
Contract ("2000"Contract") with Visionics (then known as Digital Biometrics, Inc.) to supply
said wireless fingerprint capture system. The purpose of that Contract was to define the
terms and conditions under which the above named Contractor would deliver the
Contractor's remote wireless fingerprint capture systems to said named public safety
agencies, including the non-contracting participating agencies in the State of Minnesota as
named in this Contract. Under the terms and conditions of the Grant, referenced as
Hennepin County Contract A14239 in Hennepin County under Hennepin County Resolution
No. 99-5-345, the Hennepin County Sheriffs Office of Hennepin County, Minnesota will act
as primary agency responsible for the disbursement of Grant funds to the Contractor.
Contractor is identified in the Grant as sole provider of the necessary technology to
implement a remote wireless fingerprint capture system.
In September of 2000, the U.S. Department of Justice converted the COPS Grant to a
National Institute of Justice Grant (NIJ Grant #2000-9347-MN-IJ). Much of the work
contemplated by 2000 Contract, which had a term of eighteen months ending January 19,
2002, has been completed by Contractor. Additional time will be required for Contractor to
complete all the work contemplated by 2000 Contract and the Parties hereto have entered
into this Agreement to provide for the completion of the delivery of the wireless remote
fingerprint capture system. The NIJ Grant #2000,9347-MN-IJ was for a total of
$1,500,000.00 Of this amount, Hennepin County was to directly administer $211,000.00,
leaving a balance of$1,289,000.00. As of February 21,2002, $622,359.00 has been paid to
Contractor, $634,828.00 worth of equipment and services are yet to be delivered by
Contractor and a Grant Reserve of$31,813.00 has been established by Hennepin County.
It is the intention of the Parties hereto, that with the exception of minor modifications to
Sections 1,2,4,5,6,7,8,30,60 and 64, the terms and conditions of 2000 Contract remain in
effect.
Contractor Agreement 3 Wireless Fingerprint Project
2. Contract Exhibits
The following listed Contract Exhibits A through K below are hereby incorporated into
and made a part of the Contract. Exhibits A, B,D,E, F,G, H and I are the Exhibits from
2000 Contract as they appeared in the 2000 Contract, Exhibits C and J have been
modified to reflect current circumstances and Exhibit K has been added to identify and
set forth the status of the Change Orders that have been implemented and made a part
of 2000 Contract. Any reference to Digital Biometrics, Inc. or DBI in the,Exhibits shall
mean Visionics. In interpreting this Contract and resolving any ambiguities, the main
body of the Contract including subsequent amendments (with the most recent
amendment having precedence over earlier amendments) will take precedence over the
Exhibits.
Exhibit A. Project Description (Agencies)
Exhibit B. Statement of Work (Project Requirements, System Specification, Training,
Project Status Monitoring)
Exhibit C. Project Schedules
Exhibit D. Contract Deliverable Requirements List
Exhibit E. Bill of Materials
Exhibit F. Minnesota Agency Memorandum of Understanding (MoU) Agreements
Exhibit G. Licensing, Warranty, and Maintenance (DBI, Third Party)
Exhibit H. Project Acceptance Tests
Exhibit 1. Technical Documents
Exhibit J. Subcontractor Escrow Payments
Exhibit K. Change Orders
3. Services to Be Provided
Contractor agrees to deliver a multi-agency, wireless data communications system
demonstration known as the Wireless Demonstration Project as described in Project
Description, Exhibit A and Statement of Work, Exhibit B to Hennepin County Sheriffs
Office, Ontario Police Department in the State of California, and the Redlands Police
Department in the State of California hereinafter referred to as the Participating
Agencies. The Contractor also agrees to deliver the Wireless Demonstration Project to
the additional participating agencies in the State of Minnesota consisting of the Ramsey
County Sheriffs Office, the Bloomington Police Department and the University of
Minnesota Police Department as listed in Exhibit A as part of the Hennepin County
Sheriffs Office system under a Memorandum of Understanding (MoU) Agreement as
defined in Exhibit F of this Contract
Under the terms and conditions of this Contract, Contractor is fully responsible for
developing, obtaining and installing all required products and services along with
managing all subcontractors necessary to complete delivery of a multi-agency
demonstration wireless data communications system. This includes providing all the
equipment, tools, supplies, materials, incidentals and customary work, services, labor
and supervision to complete Contract requirements. The functional requirements of the
Contract, along with the performance specifications that the Contractor agrees to deliver
as part of approved Detail Design Documents providing detailed system design and
Contractor Agreement 4 Wireless Fingerprint Project
documentation in accordance with this Contract under the System Design/System
Documentation Section are set forth in Statement of Work, Exhibit B and in Technical
Documents, Exhibit 1. This provides Contractor's description of work to be performed
under this Contract indicating how the Contractor plans to implement the proposed
system by listing the software, hardware and equipment deployed and methods used at
each of the participating agencies. This also includes the detailed system design of the
proposed system to be delivered by Contractor as well as detailed system
documentation with detailed agency office and vehicular equipment requirements,
installation procedures and location documentation, equipment training along with
project status monitoring and reporting procedures.
The remaining overall project deployment schedules, along with the remaining
deployment project schedules for each of the Participating Agencies as listed in Project
Description, Exhibit A are set forth in Exhibit C, Project Schedules. The remaining overall
contract deliverables for this Contract, along with related costs for contract deliverable
items for the proposed system by Contractor are set forth as part of Contract Deliverable
Requirements List, Exhibit D. The complete equipment list of all hardware and software
used in the Contract Deliverable Requirements List is enumerated in Bill of Materials,
Exhibit E. All product and system warranties to be provided under this Contract, along
with all equipment and system maintenance to be provided by Contractor during the
contract period for services and products delivered, including all third party equipment
and system maintenance are described under Exhibit G, regarding Licensing, Warranty,
and Maintenance. Contractor will provide all related technical documents listed in
Technical Documents, Exhibit 1.
During the period of the contract, Contractor shall deliver to the Hennepin County
Sheriffs Office and participating agencies in the State of Minnesota, the Ontario Police
Department in the State of California, and the Redlands Police Department in the State
of California a functional system capable of launching an identity check by remotely
capturing fingerprints along with subject photo and being able to obtain a returned
confirmation message indicating that either the fingerprint match was found, along with
the persons identity or that no identity information is available based on matching
fingerprints. The Contractor's Wireless Demonstration Project is designed to provide the
functional ability to remotely launch fingerprint identify searches from a mobile device
and receive search results at that same device outside the confines of the police vehicle.
4. Contractor Administration
Janet Amey of Visionics shall administer this Contract as Project Manager(s) on behalf
of the Contractor in order to coordinate the services of the Contractor with the activities
the Participating Agencies so as to accomplish the purpose of this Contract. Contractor
may replace any or all of the herein-named persons subject to the approval of Hennepin
County Sheriffs Office as being designated agency under this Contract to directly
administer Grant funds (Section 6, Direct Administration Costs). The City of Ontario and
City of Redlands will work through the Hennepin County Sheriffs Office on any issues of
Contractor's Project Manager(s) replacement. During the duration of this Contract, the
Project Manager(s) will be in charge of the overall project for the Contractor who will
endeavor to have at least one of them personally available via telephone or site visit
within 24 hours notice. The Project Manager(s) will, for as long as they remain in the
employ of contractor, be assigned to the project for the duration of this Contract.
Contractor Agreement 6 Wireless Fingerprint Project
Contractor shall also replace any or all of the herein-named persons, along with any
other employees of Contractor's when requested by the Hennepin County Sheriffs
Office. The City of Ontario and City of Redlands will work through the Hennepin County
Sheriffs Office on any issues of Contractor's employee(s) replacement. When requested
to replace any or all of the herein-named persons, Contractor shall forthwith furnish
resumes and other information to permit a proper review of the qualifications of any
substitute person.
5. Agency Administration
Robert Hamborg of the Hennepin County Sheriffs Office shall administer this Contract
for work performed on behalf of the Hennepin County Sheriffs Office in the State of
Minnesota and the participating agencies in Minnesota in order to coordinate the
services of the Contractor so as to accomplish the purpose of this Contract. The City of
Ontario shall administer this Contract for work performed on behalf of the Ontario Police
Department in order to coordinate the services of the Contractor so as to accomplish the
purpose of this Contract. The City of Redlands shall administer this Contract for work
performed on behalf of the Redlands Police Department in order to coordinate the
services of the Contractor so as to accomplish the purpose of this Contract.
6. Direct Administration Costs
As part of the project requirements and administration costs of this Contract, Hennepin
County Sheriffs Office is directly administering the cost of $211,000.00 from the Grant
amount (NIJ Grant #2000-9347-MN-IJ) of $1,500,000.00 (One Million Five Hundred
Thousand) for specific project equipment to be used by the Contractor in completing its
obligations under this Contract and the cost of a consultant to represent Hennepin
County Sheriffs Office and the participating agencies in the State of Minnesota. The
specific equipment (model and options) being directly purchased for use by Contractor
under the terms and conditions of this Contract is listed in Bill of Materials, Exhibit E.
This equipment, along with consultant services, are enumerated in the project budget
part of Contract Deliverable Requirements List, Exhibit D as directly administered costs
from Grant funds by the Hennepin County Sheriffs Office. All equipment being directly
administrated under this Contract is being purchased under Minnesota State Contract
No. 3746 and is to be considered as property owned by Hennepin County. The
Minnesota State Contract (No. 3746) defines the terms and conditions of the equipment
purchase, including warranty, installation, training and support issues. Contractor is not
responsible for warranty, installation, equipment training and support of equipment being
directly administrated under this Contract by the Hennepin County Sheriffs Office and
being purchased under an existing Federal, State and/or County contract.. Contractor
understands and agrees that Contractor is fully responsible for total integration of all
equipment enumerated in Contract Deliverable Requirements List, Exhibit D and Bill of
Materials, Exhibit E, including all equipment being directly administrated and/or owned
by Hennepin County, Hennepin County Sheriffs Office, the participating agencies in the
State of Minnesota, the Ontario Police Department and/or the Redlands Police
Department, under the terms and conditions of this Contract.
7. Compensation
Contractor Agreement 6 Wireless Fingerprint Project
Compensation to Contractor shall be based upon established equipment product
delivery and project goal schedules contained within this Contract for the Hennepin
County Sheriffs Office and the participating agencies in Minnesota, the Ontario Police
Department, and the Redlands Police Department. Contractor shall submit itemized
invoices to the Hennepin County Sheriffs Office Contract Administrator upon completion
of those established equipment delivery and/or project goals under the terms and
conditions set out in this Contract. Payment will be made to Contractor upon completion
of established equipment product delivery and/ or project goals defined in Project
Schedules, Exhibit C in amounts specified according-to.the equipment delivery schedule,
system integration and services schedules contained in Contract Deliverable
Requirements List, Exhibit D. Payment to Contractor for services and/or products
rendered under this Contact for the Ontario Police Department and/or the Redlands
Police Department will require written authorization for payment from those agencies
being submitted, along with Contractor's itemized invoices, to the Hennepin County
Sheriffs Office Contract Administrator. I
The total amount of NIJ Grant #2000-9347-MN—IJ was $1,500,000.00 (One Million Five
Hundred Thousand). Being that Hennepin County Sheriffs Office was directly
administering the cost of $211,000.00 from the Grant amount of $1,500,000.00 (One
Million Five Hundred Thousand), the maximum possible Grant amount available to be
paid Contractor as Contract Amount under the terms and conditions of 2000 Contract
and NIJ Grant #2000-9347-MN-IJ thereunder would not exceed the sum of $1,289,000
(One Million Two Hundred and Eighty Nine Thousand) Dollars.
For services and products rendered under the terms and conditions of this Contract for
Hennepin County Sheriffs Office and the participating agencies in the State of
Minnesota, payment shall be made to Contractor within 35 days of the date of receipt of
Contractor's invoice to Hennepin County Sheriffs Office Contract Administrator provided
that invoices are not submitted more often than monthly. For services and products
rendered under the terms and conditions of this Contract for City of Ontario representing
Ontario Police Department and/or City of Redlands representing Redlands Police
Department, payment shall be made to Contractor within 35 days of the date of receipt of
Contractor's invoice to Hennepin County Sheriffs Office Contract Administrator provided
that written authorization for payment from those agehcies is included with Contractor's
invoice and that invoices are not submitted more often than monthly. If receipt of written
authorization for payment is not included with Contractor's invoice, then payment will be
made to Contractor within 35 days of receipt of written authorization from either City of
Ontario or City of Redlands provided that invoices are not submitted more often than
monthly. Contractor will provide separate invoices for Hennepin County representing
Hennepin County Sheriffs Office and the participating agencies in the State of
Minnesota, separate invoices for City of Ontario representing Ontario Police Department
and separate invoices for City of Redlands representing Redlands Police Department.
Hennepin County reserves the right to determine final disbursement of Grant funds
under NIJ Grant #2000-9347-MN-IJ as it sees fit in the event that a balance of Grant
funds are left over at the end of this Contract.
Contractor Agreement 7 Wireless Fingerprint Project
8. Grant Funding Conditions
NIJ Grant#2000-9347-MN-IJ funding for payment to Contractor under this Contract shall
be in full force and effect for the period specified in section 10, Start Date/Termination
Date, based on the terms and conditions of Grant funding. Hennepin County
representing Hennepin County Sheriffs Office is responsible for all payments made to
Contractor for work performed under this Contract that is funded and paid for by the
Grant under the terms and conditions of this Contract. City of Ontario representing
Ontario Police Department and/or City of Redlands representing Redlands Police
Department are only responsible for payment authorization to Hennepin County who is
responsible for issuing payment from Grant funds to Contractor for completed work by
Contractor for City of Ontario and/or City of Redlands and are not responsible for any
direct payments to Contractor for work performed for City of Ontario and/or City of
Redlands under this Contract. Contractor understands and agrees to the terms and
conditions of the Grant and holds Hennepin County its officials, officers, agents,
employees and volunteers, City of Ontario its officials, officers, agents, employees and
volunteers and/or City of Redlands its officials, officers, agents, employees and
volunteers financially harmless for any work performed and/or delivered under this
Contract that can not be paid for under Grant funding. Contractor understands that Grant
funding can be terminated under certain Grant terms and conditions sooner than the one
(1) year period. Contractor is still fully responsible for any methods, systems and/or
hardware delivered and paid for with Grant funds under the terms and conditions of this
Contract in the event of a Grant fund termination. If Grant funds for this Contract
become unavailable, or are reduced, both the Contractor and the Participating Agencies
will have the right to terminate this Contract without penalty and upon the terms and
conditions as defined under Termination of Contract Section of this Contract.
9. Termination Of Contract
Any of the Participating Agencies may terminate performance of work under this
Contract in whole or in part for convenience. If a Participating Agency elects to
terminate this Agreement pursuant to this provision, the Participating Agency Contract
Administrator shall notify the Contractor by certified mail, return receipt requested, thirty
(30) days prior to the effective date of such termination. Such notice shall state the
extent of such termination, ie., whether it is in whole or in part, and if in part, the extent
of the terminated portion. Termination shall be effective as of the close of business on
the date specified in the notice. Upon receipt of a notice of termination for convenience,
the Contractor shall be paid under the payment conditions of this Contract in accordance
with the following provisions:
a. At the Contract price(s) for completed deliverables delivered to and accepted by the
Participating Agency for which it has not been previously paid, taking into
consideration any assessed offsets. Contract deliverables are listed in the Contract
Deliverable Requirement List, Exhibit C.
b. At a reasonable price, negotiated between the Contractor and the Participating
Agency, for partially completed deliverables less any amounts for assessed offsets,
with the amount for each deliverable not to exceed the price of that deliverable
specified in the Contract. In the event of a failure to agree upon a reasonable price
the matter shall be resolved as a dispute between the Contractor and the Participating
Contractor Agreement 8 Wireless Fingerprint Project
Agency. Any dispute resolution provisions of this Contract will take precedence.
c. Any retention of holdback on payment amounts attributable to the terminated portion
of the work shall be immediately paid.
d. Any balance of Grant funds remaining after complete payment to the Contractor under
the above conditions belongs to Hennepin County as being Grant Administrator.
Any termination for convenience of performance-of work under this Contract in whole or
in part by one or more of the Participating Agencies does not effect any Contract
agreements with the remaining Participating Agency(ies). Only in the event of
termination for convenience of performance of work under this Contract in whole by all of
the Participating Agencies shall the entire Contract be terminated.
In the event that the Contractor becomes financially unstable to the point of threatening
the ability of the Participating Agency(ies) to obtain the services provided for under the
Contract, ceases to conduct business in the normal course, becomes insolvent, makes a
general assignment for the benefit of creditors, suffers or permits the appointment of a
receiver for its business or its assets, or becomes subject to or avails itself of any
proceeding under the Federal Bankruptcy Act or any other statute relating to insolvency
or the protection of the rights of creditors, the Participating Agency(ies) may, at their
option, terminate their portion of this Contract effective upon notice.
10. Start Date/Termination Date
This Contract shall commence upon full acceptance and signing of this Contract by
Hennepin County, City of Ontario and City of Redlands and shall be in full force and
effect thereafter until the earlier of (a) 18 months thereafter or (b) until completion of
Contractor's Wireless Demonstration Project after being in full operation for 12 months.
Such period is herein referred to as the "duration of this Contract."
11. Indemnification
Subject to the provisions of Section 28, Limitations -of Liability below, the Contractor
agrees to defend, indemnify, and hold harmless Hennepin County and the Hennepin
County Sheriffs Office in the State of Minnesota, Ramsey County and the Ramsey
County Sheriffs Office in the State of Minnesota, the City of Bloomington and the
Bloomington Police Department in the State of Minnesota, the University of Minnesota
and the University of Minnesota Police Department in the State of Minnesota, the City of
Ontario and the Ontario Police Department in the State of California, the City of
Redlands and the Redlands Police Department in the State of California, their officials,
officers, agents, volunteers and employees from any liability, claims, causes of action,
judgments, damages, losses, costs, or expenses, including reasonable attorneys' fees,
resulting directly or indirectly from any negligent or intentional act or omission of the
Contractor, its subcontractors, anyone directly or indirectly employed by them, and/or
anyone for whose negligent or intentional acts and/or omissions they may be liable in the
performance of the services required by this Contract, and against all loss by reason of
the failure of the Contractor to perform fully, in any respect, all obligations under this
Contract, provided, however, that
Contractor Agreement 9 Wireless Fingerprint Project
(1) Contractor will not be obligated to defend, indemnify or hold harmless any agency
to the extent that such failure is a result of (a) the act or omission of that agency
or (b) non-compliance with this Contract by that agency, and
(2) Contractor's obligation to defend, indemnify and hold an agency harmless will be
conditioned upon (a) prompt notification by that agency of any claim or suit, (b)
reasonable cooperation, at Contractor's expense, in Contractor's defense of such
suit or claim, and (c) that agency will allow Contractor to have control of such
defense and will not make any settlement -or compromise of such suit or claim
without the prior written consent of Contractor.
12. Mutual Responsibility of Contractors and Subcontractors
If acts or omissions of the Contractor and/or subcontractor(s) cause loss or damage to
the work being performed under this Contract, then the Contractor will use all reasonable
commercial efforts to settle with such subcontractor(s) by agreement or arbitration if
such subcontractor(s) will so settle. Subject to the provisions of Limitations of Liability,
Section 28 below, if such subcontractor(s) shall assert any claim against Hennepin
County or the Hennepin County Sheriffs Office in the State of Minnesota, Ramsey
County or the Ramsey County Sheriffs Office in the State of Minnesota, the City of
Bloomington or the Bloomington Police Department in the State of Minnesota, the
University of Minnesota or the University of Minnesota Police Department in the State of
Minnesota, the City of Ontario or the Ontario Police Department in the State of
California, the City of Redlands or the Redlands Police Department in the State of
California for Contractor's failure to pay such subcontractor(s) for work performed and/or
materials supplied under this Contract, then Hennepin County, City of Ontario and/or
City of Redlands (as the case may be) shall notify the Contractor, who shall indemnify
and hold harmless Hennepin County and the Hennepin County Sheriffs Office its
officials, officers, agents, employees and volunteers in the State of Minnesota, Ramsey
County and the Ramsey County Sheriffs Office its officials, officers, agents, employees
and volunteers in the State of Minnesota, the City of Bloomington and the Bloomington
Police Department its officials, officers, agents, employees and volunteers in the State of
Minnesota, the University of Minnesota and the University of Minnesota Police
Department its officials, officers, agents, 'employeeg and volunteers in the State of
Minnesota, the City of Ontario and the Ontario Police Department its officials, officers,
agents, employees and volunteers in the State of California, the City of Redlands and
the Redlands Police Department its officials, officers, agents, employees and volunteers
in the State of California against any such claim, on the basis and subject to the terms
and conditions set out in Section 11, Indemnification.
13. Contractor's Insurance
In order to protect the Contractor and those listed above under the indemnification
provisions, the Contractor agrees at all times during the term of this Contract and beyond
such term when so required, to have and keep in force the following insurance coverage
for both the State of Minnesota and the State of California, along with any required
endorsements for work performed in the State of California:
1. Commercial General Liability on an occurrence basis with Contractual Liability
coverage:
Contractor Agreement 10 Wireless Fingerprint Project
Limits
General Aggregate $1,000,000
Products- Completed Operations Aggregate $1,000,000
Personal and Advertising Injury $1,000,000
Each Occurrence - Combined Bodily Injury
and Property Damage $1,000,000
2. Automobile Liability - Combined single
- Jimit each occurrence for bodily injury
and property damage covering owned,
non-owned, and hired automobiles. $1,000,000
3. Workers' Compensation and Employer's
Liability:
a. Workers' Compensation Statutory
If the contractor is based outside
the state of Minnesota, coverage must
apply to Minnesota laws. Contractor must
have Work's Compensation endorsement for
work performed in the State of California.
b. Employer's Liability. Bodily injury by:
Accident - Each accident $1,000,000
Disease - Policy Limit $1,000,000
Disease - Each Employee $1,000,000
4. Professional Liability - Per Claim and Aggregate $1,000,000
This insurance coverage, along with endorsements for work in California, must be
maintained continuously for a period of five years after the termination of this
Contract.
An umbrella or excess policy over primary liability coverage is an acceptable method to
provide the required insurance limits.
It is required that Contractor's insurance be placed with insurers with a current A.M.
Best's rating no less than A:VIII, licensed to do business in Minnesota and California.
The above insurance limits establish minimum insurance requirements. It is the sole
responsibility of the Contractor to determine the need for and to procure additional
insurance, which may be needed in connection with this Contract. Copies of Contractor's
insurance policies shall be submitted to Hennepin County, City of Ontario and/or City of
Redlands upon written request.
The Contractor shall not commence work until it has obtained required insurance and
filed with Hennepin County, City of Ontario and City of Redlands an acceptable
Certificate of Insurance which clearly evidences required insurance coverage. The
certificate shall name Hennepin County, City of Ontario and City of Redlands as
certificate holder, and as an additional insured for the Commercial General Liability
coverage with respect to operations covered under this Contract. The certificate should
Contractor Agreement 11 Wireless Fingerprint Project
also show that Hennepin County, City of Ontario and City of Redlands will receive prior
written notice in the event of cancellation, non-renewal, or material change in any
described policies.
The Contractor shall furnish to Hennepin County, City of Ontario and City of Redlands
updated certificates during the term of the Contract as insurance policies expire. If the
Contractor fails to furnish proof of insurance coverage, Hennepin County, City of Ontario
and/or City of Redlands may withhold payments, authorization for payment and/or
pursue any other right or remedy allowed under the,contract, law, equity, and/or statute.
14. Additional Insurance Provisions
The liability policies are to name as an additional insured all those parties listed in the
indemnification provisions, Section 11 Indemnification, of this Contract for the
Commercial General Liability coverage with respect to operations covered under this
Contract using ISO additional Insured endorsement CG 20 10 or substitute providing
equivalent coverage. This insurance shall apply as primary insurance with respect to any
other insurance or self-insurance program. The Contractor's coverage shall contain no
special limitations on the scope of protection afforded to Hennepin County or the other
additional insured. Any failure to comply with reporting provisions of the policies shall not
affect coverage provided to the Hennepin County or the other additional insured.
Each insurance policy required by this clause shall be endorsed to state that coverage
shall not be suspended, or canceled by either party, reduced in coverage or in limits, or
non-renewed, except after thirty (30) days prior written notice by certified mail, return
receipt requested, has been given to Hennepin County, City of Ontario and City of
Redlands.
The Contractor shall include all subcontractors as insured under its policies or furnish
separate certificates and endorsements for each subcontractor where applicable. All
coverage for subcontractors shall be subject to all of the requirements stated herein.
15. Agency Property
Subject to the provisions of Limits of Liability, Section28, below, Contractor will be
responsible for loss of or damage to (normal wear and tear excepted) any tangible
personal property or real property of any Participating Agency which is used in
connection with the performance of the Contract if such loss or damage is caused by the
negligence, recklessness, or intentional tortious acts or omissions of the Contractor, its
subcontractors, or agents. Contractor shall not be responsible for the acts of
Participating Agencies, employees of any Participating Agency, or contractors of any
Participating Agency.
16. Affirmative Action Policies
a) Non-discrimination.
In accordance with Hennepin County's policies against discrimination, no person shall be
excluded from full employment rights or participation in or the benefits of any program,
service or activity on the grounds of race, color, creed, religion, age, sex, disability,
marital status, sexual orientation, public assistance status, or national origin; and no
Contractor Agreement 12 Wireless Fingerprint Project
person who is protected by applicable Federal or State laws, rules and regulations
against discrimination shall be otherwise subjected to discrimination.
b) Hennepin County Contract Compliance.
Further, if this Contract is for a sum of over $100,000 or is one of several contracts with
said Contractor within a 12-month period totaling more than $100,000 or is amended to
exceed $100,000 and a written exemption was not granted or was withdrawn by the
Hennepin County's Targeted Contract Services Division Director, then Contractor and
Hennepin County agree that (1)"Hennepin County's.Appendix X" forms and is a part of
this Contract as though fully set forth herein, (2) Contractor will furnish all information
and reports required by the Hennepin County Affirmative Action Policy, and (3)
Contractor shall adopt and comply with the Hennepin County Board's Equal Employment
Opportunity/Affirmative Action Policies with regard to employment. If at any time during
the contract period the basis of an approved exemption should change, Contractor shall
inform the Director in writing within 10 calendar days from the date of such change.
17. Hennepin County Recycling Programs
In accordance with Hennepin County's Recycling Program, Contractor agrees to
establish an office paper and newsprint recycling program which shall include a written
plan available to Hennepin County at the County's request containing the following:
description of the plan; person and position responsible for plan administration; types of
paper collected and method of collection and transportation to a recycling center; an
annual report summarizing collection efforts. Contractor also agrees, in accordance with
City of Ontario and City of Redlands on recycling, if any, to fully participate with required
recycling programs.
18. Successors & Assignment
Contractor shall not assign, hypothecate, sublet, transfer or pledge this Contract and/or
the services to be performed hereunder, whether in whole or in part, without prior written
consent of Hennepin County, City of Ontario and City of Redlands.
19. Severability
The provisions of this contract shall be deemed severable. If any part of this Contract is
rendered void, invalid, or unenforceable, such rendering shall not affect the validity or
enforceability of the remainder of this Contract unless the part or parts which are void,
invalid, or otherwise unenforceable shall substantially impair the value of the entire
Contract with respect to either party. The parties further agree to substitute for the invalid
provision, a valid provision that most closely approximates the economic effect and
intent of the invalid provision.
20. Contractor Responsibilities
Contractor to assume responsibility to supply all services, material, hardware, and
software for the proposed complete system whether or not the Contractor produces
them. Hennepin County, City of Ontario, and City of Redlands will consider the
Contractor to be the sole point of contact with regard to contractual matters, including
payment of any and all charges resulting from this Contract. Contractor represents to the
Contractor Agreement 13 Wireless Fingerprint Project
Participating Agencies that Contractor is qualified to do business in both Minnesota and
California and that Contractor will obtain, if not already in possession, any necessary
permits or licenses to do business in both Minnesota and California.
21. Additional Contractor Responsibilities
It is agreed that nothing herein contained is intended or should be construed in any
manner as creating or establishing the relationship of co-partners between the parties
hereto or as constituting the Contractor as the. agent, representative or employee of
Hennepin County, City of Ontario and City of Redlands for any purpose or in any manner
whatsoever. Contractor is to be and shall remain an independent contractor with respect
to all services performed under this contract. Contractor represents that it has, or will
secure at its own expense, all personnel required in performing services under this
Contract. Any and all personnel of Contractor or other persons, while engaged in the
performance of any work or services required by Contractor under this Contract, shall
have no contractual relationship with Hennepin County, City of Ontario and City of
Redlands and shall not be considered employees of Hennepin County, City of Ontario
and/or City of Redlands. Any and all claims that may or might arise under the Minnesota
Economic Security Law or the Workers' Compensation Act of the State of Minnesota,
along with any and all claims that may or might arise under similar laws in the State of
California, on behalf of said personnel or other persons while so engaged, and any and
all claims whatsoever on behalf of any such person or personnel arising out of
employment or alleged employment including, without limitation, claims of discrimination
against the Contractor, its officers, agents, contractors or employees shall in no way be
the responsibility of Hennepin County, City of Ontario and City of Redlands; and
Contractor shall defend, indemnify and hold Hennepin County, City of Ontario and City of
Redlands, its commissioners, officials, officers, agents, employees, and volunteers
harmless from any and all such claims regardless of any determination of any pertinent
tribunal, agency, board, commission or court. Such personnel or other persons shall not
require nor be entitled to any compensation, rights or benefits of any kind whatsoever
from Hennepin County, City of Ontario and City of Redlands, including, without limitation,
tenure rights, medical and hospital care, sick and vacation leave, Workers'
Compensation, Re-employment Compensation, disability, severance pay and Public
Employees Retirement Association (PERA) rights or b6nefits in the State of Minnesota.
22. Performance of Subcontractors
The Contractor is fully responsible for all subcontractor's equipment and/or services if
the Contractor elects to perform part of their contractual obligations using a
subcontract(s) under the specifications contained in this Contract. The Contractor is
neither expected to manufacture the entire system nor to propose equipment
manufactured solely by the Contractor. Work or equipment complaints of non-
conformance by Hennepin County Sheriffs Office and/or the participating agencies in
the State of Minnesota, the Ontario Police Department, and/or the Redlands Police
Department, on the part of an equipment supplier or subcontractor will be brought to the
attention of the Contractor for action. Hennepin County Sheriffs Office and the
participating agencies in the State of Minnesota, the Ontario Police Department, and the
Redlands Police Department, expect no direct involvement with any equipment supplier
or subcontractor and will work only through the Contractor. The only involvement with
Contractor Agreement 14 Wireless Fingerprint Project
any equipment supplier will be to accept delivery of the equipment. Likewise, any
involvement with a subcontractor will only be to permit work on the equipment.
23. Subcontractor Approval
Major subcontractors used in the completion of this Contract are listed in Appendix J.
Contractor shall notify Hennepin County in writing of any change of major subcontractors
listed in Appendix J and used in the completion of this Contract for Hennepin County
Sheriffs Office and the participating agencies 4n-the State of Minnesota.- Hennepin
County shall have the right to approve in advance any subcontractor who will perform
work at Hennepin County Sheriffs Office premises and/or any of the participating agency
premises in the State of Minnesota. Contractor shall notify City of Ontario in writing of
any change of major subcontractors listed in Appendix J and used in the completion of
this Contract for Ontario Police Department. City of Ontario shall have the right to
approve in advance any subcontractor who will perform work at Ontario Police
Department premises. Contractor shall notify City of Redlands in writing of any change of
major subcontractors listed in Appendix J and used in the completion of this Contract for
Redlands Police Department. City of Redlands shall have the right to approve in
advance any subcontractor who will perform work at Redlands Police Department
premises. Subcontractor approval shall not be unreasonably delayed or withheld by any
of the Participating Agencies.
24. Right to Audit Contractor's Books and Records
Contractor agrees that Hennepin County, the Minnesota State Auditor, the Minnesota
Legislative Auditor or any of their duly authorized representatives in the State of
Minnesota, City of Ontario, Ontario City Auditor, the California Legislative Auditor or any
of their authorized representatives in the State of California and City of Redlands,
Redlands City Auditor, the California Legislative Auditor or any of their authorized
representatives in the State of California, at any time during normal business hours and
as often as they may reasonably deem necessary, shall have access to and the right to
examine, audit, excerpt and transcribe any books, documents, papers, records, etc.,
which are pertinent and involve transactions relating to this Contract. Such material
must be retained for six years by the Contract6r after Contract termination or
cancellation. Contractor's accounting practices and procedures relevant to this Contract
shall also be subject to examination by any or all of the aforesaid persons as often as
and during such times as aforesaid.
25. Data Privacy, Nondisclosures and Clearances
Contractor agrees to abide by the provisions of the Minnesota Government Data
Practices Act and all other applicable state and federal laws, rules and regulations
relating to data privacy or confidentiality, and as any of the same may be amended.
Contractor also agrees to abide by any similar data practices or laws in the State of
California and all other applicable State of California rules and regulations relating to
data privacy or confidentiality in the State of California.
Contractor Agreement 15 Wireless Fingerprint Project
Supplemental to any indemnification provision herein, Contractor agrees to defend and
hold Hennepin County and the Hennepin County Sheriffs Office in the State of
Minnesota, Ramsey County and the Ramsey County Sheriffs Office in the State of
Minnesota, the City of Bloomington and the Bloomington Police Department in the State
of Minnesota, the University of Minnesota and the University of Minnesota Police
Department in the State of Minnesota, the City of Ontario in the State of California and
the City of Redlands in the State of California, their officers, agents and employees
harmless from any claims resulting from Contractor's unlawful disclosure and/or use of
such protected data. The terms of this parag-raph shall survive the cancellation or
termination of this Contract.
Contractor will be responsible for Contractor's and/or subcontractor's personnel, or that
of its officials, officers, employees, or agents complying with these statutes and
regulations. Contractor will complete any necessary nondisclosure agreements and
obtain any and all necessary clearances required for work under this Contract.
26. Publicity
Any publicity given to the demonstration project provided herein, including but not limited
to, notices, information pamphlets, press releases, research, reports, signs, and similar
public notices prepared by or for the Contractor, shall identify Hennepin County Sheriffs
Office, Ontario Police Department and/or Redlands Police Department as participating in
the Wireless Fingerprint Demonstration Project sponsored by the United States
Department of Justice, Office of Community Oriented Policing Services (COPS)
program. Any publicity related to the demonstration project involving the Participating
Agencies shall not be released without prior approval by the named Participating
Agency(ies). The Contractor retains the right to present system performance
information to potential customers.
27. Minnesota and California Laws Govern
The Laws of the State of Minnesota shall govern all questions and interpretations
concerning the validity and construction of this Contract and the legal relations between
the Contractor and Hennepin County representing Hehnepin County Sheriffs Office and
the participating agencies in the State of Minnesota. The appropriate venue and
jurisdiction for any litigation hereunder will be those courts located within the County of
Hennepin, State of Minnesota. Litigation, however, in the federal courts involving the
herein parties will be in the appropriate federal court within the State of Minnesota. If
any provision of this Contract is held invalid, illegal or unenforceable, the remaining
provisions will not be affected. The Laws of the State of California shall govern all
questions and interpretations concerning the validity and construction of this Contract
and the legal relations between the Contractor and the City of Ontario and the Ontario
Police Department. The appropriate venue and jurisdiction for any litigation between the
Contractor and the City of Ontario and the Ontario Police Department will be those
courts located within the San Bernardino, California. The Laws of the State of California
shall govern all questions and interpretations concerning the validity and construction of
this Contract and the legal relations between the Contractor and the City of Redlands
and the Redlands Police Department.
Contractor Agreement 16 Wireless Fingerprint Project
ww v
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by Contractor, and the affected Participating Agency may withhold any payments or
authorizations for payment to the Contractor for the purpose of set-off until such time as
the exact amount of damages due to such Participating Agency is determined. It is
agreed that any right or remedy provided for herein shall not be considered as the
exclusive right or remedy of the Participating Agency for any default in any respect by
the Contractor, but such right or remedy shall be considered to be in addition to any
other right or remedy hereunder or allowed by law, equity, or statute.
The failure of a Participating Agency to insist upon -strict performance of any covenant,
agreement, or stipulation of the contract or to exercise any right herein contained shall
not be a waiver or relinquishment of such covenant, agreement, stipulation, or right,
unless the affected Participating Agency consents thereto in writing. Any such written
consent shall not constitute a waiver or relinquishment in the future of such covenant,
agreement, stipulation or right.
30. Equipment Ownership/Continued Licensed Software Usage
All right, title, and interest for all products, systems, computer hardware, and/or
equipment, purchased under NIJ Grant#2000-9347-MN-IJ and used for Hennepin
County Sheriffs Office and the participating agencies in the State of Minnesota under
the terms and conditions of this Contract belong to Hennepin County. This includes the
right for continued usage of all licensed software products and systems paid for under
NIJ Grant#2000-9347-MN-IJ and used for Hennepin County Sheriffs Office and the
participating agencies in the State of Minnesota. All right, title, and interest for all
products, systems, computer hardware, and/or equipment purchased under NIJ Grant
#2000-9347-MN-IJ and used for Ontario Police Department under the terms and
conditions of this Contract belong to City of Ontario. This includes the right for continued
usage of all licensed software products and systems paid for under Grant
(#1999CNWX0005) and used for Ontario Police Department. All right, title, and interest
for all products, systems, computer hardware, and/or equipment purchased under NIJ
Grant#2000-9347-MN-IJ and used for the Redlands Police Department under the terms
and conditions of this Contract belong to City of Redlands. This includes the right for
continued usage of all licensed software products and-systems paid for under NIJ Grant
#2000-9347-MN-IJ and used for Redlands Police Department. Hennepin County, City of
Ontario, and City of Redlands are not required at the end of this Contract to return any
products, systems, software licenses (subject to the terms of the license), hardware
and/or equipment purchased under NIJ Grant#2000-9347-MN-IJ to the Contractor or to
any of Contractor's subcontractors personnel, or that of its officials, officers, employees,
or agents.
31. Equipment Purchases
For any equipment purchases required for use under this Contract and not specified or
indicated by brand and/or name within this Contract, Hennepin County representing
Hennepin County Sheriffs Office and the participating agencies in the State of
Minnesota, City of Ontario representing Ontario Police Department, and City of Redlands
representing Redlands Police Department reserves the right to request product
equipment for evaluation before making a purchasing decision under this Contract.
Furthermore, Hennepin County, City of Ontario, and City of Redlands reserves the right
Contractor Agreement 18 Wireless Fingerprint Project
to return any unused products and/or equipment specified under this Contract within
thirty (30 days) of shipment without penalty. Contractor will provide procedures for
returning delivered equipment and for cancellation of ordered equipment not yet
delivered.
32. Year 2000 Compliance
The Contractor shall provide hardware and software capable of successfully processing
year 2000 dates according to established- Hennepin County guidelines for Hennepin
County Sheriffs Office and the participating agencies in the State of Minnesota.
Contractor shall provide hardware and software capable of successfully processing year
2000 dates according to established City of Ontario guidelines for City of Ontario Police
Department. Contractor shall provide hardware and software capable of successfully
processing year 2000 dates according to established City of Redlands guidelines for City
of Redlands Police Department. In the event that no prior year 2000 (Y2K) guidelines
exist, then established State of Minnesota Y2K guidelines shall prevail for the
Participating Agencies in the State of Minnesota and State of California Y2K guidelines
shall prevail for the Participating Agencies in the State of California.
33. Intellectual Property Indemnification
The Contractor warrants that any materials or products provided or produced by the
Contractor or utilized by the Contractor in the performance of this Contract will not
infringe or violate any patent, copyright, trade secret, or any other proprietary right of any
third party. In the event of any such claim by any third party against Hennepin County
Sheriffs Office and/or the participating agencies in the State of Minnesota, their officials,
officers, agents, employees and volunteers, Ontario Police Department in the State of
California, its officials, officers, agents, employees and volunteers, and the Redlands
Police Department in the State of California, its officials, officers, agents, employees and
volunteers, Hennepin County Sheriffs Office will promptly notify the Contractor and, the
Contractor, at the Contractor's expense, shall defend, indemnify and hold harmless
Hennepin County and the Hennepin County Sheriffs Office in the State of Minnesota,
Ramsey County and the Ramsey County Sheriffs Office in the State of Minnesota, the
City of Bloomington and the Bloomington Police Department in the State of Minnesota,
the University of Minnesota and the University of Minnesota Police Department in the
State of Minnesota, the City of Ontario and the Ontario Police Department in the State of
California, the City of Redlands and the Redlands Police Department in the State of
California against any loss, cost, expense, or liability (including attorney's fees) arising
out of such claim provided that the affected Participating Agencies cooperate with
Contractor in the defense of such claim and do not make any settlement or compromise
without the prior written consent of Contractor .
If such a claim has occurred, or in the Contractor's opinion is likely to occur, the
Contractor shall use reasonable commercial efforts to either procure for Hennepin
County Sheriffs Office and the participating agencies in the State of Minnesota, Ontario
Police Department in the State of California, and the Redlands Police Department in the
State of California, the right to continue using the material or product or replace or
modify materials or products. If, despite using reasonable commercial efforts, Contractor
is unable to procure such right, the Hennepin County Sheriffs Office and the
participating agencies in the State of Minnesota, Ontario Police Department in the State
Contractor Agreement 19 Wireless Fingerprint Project
of California, and the Redlands Police Department in the State of California, shall return
the materials or products to the Contractor, upon written request of Contractor, and at
Contractors expense, and Contractor shall return to Hennepin County all payments
made to Contractor under this Contract.
34. Ownership of Copyright
All right, title, and interest in all copyright material which Contractor shall conceive or
originate, either individually or jointly with others,- and which arises out of the
performance of this Contract, will be and remain the sole property of Contractor.
35. Contractor Sensitive Documents and Information
The Contractor and its subcontractors agree to identify all Contractor and subcontractor
sensitive documents and information (herein called "Confidential Information"), not
contained within the Contract, as confidential and/or proprietary information. The use
and disclosure of any such Confidential Information to Hennepin County Sheriffs Office
and the participating agencies in the State of Minnesota shall be governed by the
Minnesota Data Practices Act (Minnesota Statutes, Section 13.37). The use and
disclosure of any such Confidential Information to Ontario Police Department in the State
of California, and the Redlands Police Department in the State of California shall be
governed by applicable State of California laws.
Hennepin County, City of Ontario, and City of Redlands will use reasonable precautions
to protect the confidentiality of Confidential Information. If, pursuant to the applicable
State law, any third party seeks the release of any the Contractor's and/or
subcontractor's Confidential Information, Hennepin County, City of Ontario, and/or City
of Redlands will notify the Contractor of such request so that Contractor may promptly
seek a court order protecting such information.
The Contractor shall be primarily responsible for defending any request seeking such
release, and shall defend, indemnify and hold harmless Hennepin County and the
Hennepin County Sheriffs Office in the State of Minnesota, Ramsey County and the
Ramsey County Sheriffs Office in the State of Minnesota, the City of Bloomington and
the Bloomington Police Department in the State of Minnesota, the University of
Minnesota and the University of Minnesota Police Department in the State of Minnesota,
the City of Ontario and the Ontario Police Department in the State of California, the City
of Redlands and the Redlands Police Department in the State of California, its combined
member agents and employees, from any judgment awarded, including attorney fees,
against Hennepin County and the Hennepin County Sheriffs Office in the State of
Minnesota, Ramsey County and the Ramsey County Sheriffs Office in the State of
Minnesota, the City of Bloomington and the Bloomington Police Department in the State
of Minnesota, the University of Minnesota and the University of Minnesota Police
Department in the State of Minnesota, the City of Ontario and the Ontario Police
Department in the State of California, the City of Redlands and the Redlands Police
Department in the State of California for failure to produce such Confidential Information
in response to such request.
Under the terms of this Contract, Hennepin County, City of Ontario, and/or City of
Redlands have the right to use or disclose the technical data to the extent otherwise
Contractor Agreement 20 Wireless Fingerprint Project
provided in this Contract or by law. Hennepin County, City of Ontario, and City of
Redlands do not assume liability for the use or disclosure of unmarked technical data.
36. Project Documents
Hennepin County, City of Ontario, and City of Redlands reserve the right to retain copies
of any reports, studies, photographs, negatives, or other documents prepared and/or
attached to this Contract by Contractor and not marked as confidential and/or as
proprietary information in the performance of Contractor's obligations under this contract.
Copies of all such materials shall remain with Hennepin County, City of Ontario, and City
of Redlands upon completion, termination or cancellation of this Contract.
37. Errors and Omissions
The Contractor shall not take advantage of any errors and omissions in the system
specifications. Where errors or omissions appear in the specification, the Contractor
shall promptly notify Hennepin County, City of Ontario and/or City of Redlands of such
error or omission. Inconsistencies in the specifications shall be reported to Hennepin
County Sheriffs Office as primary agency whenever found.
For correction of any errors and omissions, Hennepin County, City of Ontario, and/or
City of Redlands will furnish additional instructions with reasonable promptness, by
means of drawings, addendum, or otherwise what is necessary for proper execution of
the work. All such instructions will be consistent with the Contract and reasonable
inferable therefrom. In giving such additional instructions, each agency shall have
authority to make minor changes in the work not involving extra cost and not inconsistent
with the purpose of the work.
If, knowing of an error or omission and prior to correction thereof the Contractor
proceeds with any work affected thereby, it shall do so at its own risk. Work so done
shall not be considered as work done under the Contract unless and until approved and
accepted. In case of any discrepancy, specifications shall govern over diagrams.
38. Dispute and Resolution
The Contract shall be interpreted and construed in accordance with Section27,
"Minnesota and California Laws Govern". Before any party to this Contract may bring
suit (other than a suit for injunctive relief) in any court concerning an issue relating to this
Contract, it shall first seek in good faith to resolve the issue through negotiation or other
forms of binding or non-binding alternative dispute resolution mutually acceptable to the
parties.
City of Ontario reserves the right in any legal action between the Contractor and the City
of Ontario to claim that the prevailing party in litigation shall be entitled to have and
recover from the losing party reasonable attorney's fees and all other costs of such
action.
39. Delays and Extensions of Time
Contractor Agreement 21 Wireless Fingerprint Project
It shall be understood that the Contractor will not undertake to hold Hennepin County
and the Hennepin County Sheriffs Office in the State of Minnesota, Ramsey County and
the Ramsey County Sheriffs Office in the State of Minnesota, the City of Bloomington
and the Bloomington Police Department in the State of Minnesota, the University of
Minnesota and the University of Minnesota Police Department in the State of Minnesota,
the City of Ontario and the Ontario Police Department in the State of California, the City
of Redlands and the Redlands Police Department in the State of California responsible
in any manner for any damages or loss of money to Contractor due to delays during the
duration of this Contract.
Any requests for extensions of time under this Contract for Hennepin County shall be
made in writing to Hennepin County Sheriffs Office. Hennepin County Sheriffs Office
will respond to Contractor's request in writing within 10 days of receiving the request.
Hennepin County Sheriffs Office at its sole discretion reserves the right to limit
extensions of time and/or not grant any extensions of time to-Contractor under this
Contract. Any requests for extensions of time under this Contract for City of Ontario shall
be made in writing to the Ontario Police Department. Ontario Police Department will
respond to Contractor's request in writing within 10 days of receiving the request.
Ontario Police Department at its sole discretion reserves the right to limit extensions of
time and/or not grant any extensions of time to Contractor under this Contract. Any
requests for extensions of time under this Contract for City of Redlands shall be made in
writing to the Redlands Police Department. Redlands Police Department will respond to
Contractor's request in writing within 10 days of receiving the request. Redlands Police
Department at its sole discretion reserves the right to limit extensions of time and/or not
grant any extensions of time to Contractor under this Contract.
40. Equipment and Material
All equipment and materials proposed and supplied under the terms of this Contract
shall be of current design and new manufacture.
41. Material Proposed as Equal
Whenever an article or material is defined by describing a proprietary product, or by
using the name of a manufacturer, the term "or equal" if not inserted shall be implied.
The specific article of material shall be understood as indicating the type, function,
minimum standard or design, efficiency, and quality desired and shall not be construed
as to exclude other manufactured products of comparable quality, design, and efficiency,
42. Equipment Installation/Equipment and Installation Standards
The Contractor is required to furnish and install all equipment, with the exception of
vehicular equipment installation, as necessary to make this a complete and operational
system that meets all Contract requirements under this Contract. Equipment check out
as well as installation of all equipment will be considered a part of the total system
implementation requirements. Installation of all equipment in the office will be performed
by the Contractor and/or its subcontractors. Installation of all vehicular equipment will be
performed at Participating Agency RF radio shop facilities or a commercial RF radio
shop as designated by the Participating Agency. Cost to Participating Agency for
installation of Contractor's vehicular equipment, if any, will be provided by Contractor
Contractor Agreement 22 Wireless Fingerprint Project
under this Contract. Contractor will provide all detailed installation and mounting
instructions for all vehicular equipment to be installed by the Participating Agency. This
includes any mounting locations and safety considerations for installation of equipment
in the Participating Agency vehicles. All provided equipment under this Contract for both
office installation and vehicular installation will conform to all related industry standards
including related State and Federal safety standards. This is to include all related OSHA
safety compliance standards and regulations. Contractor is fully responsible for the safe
installation of all Contractor equipment for both office and agency vehicles, whether
performed by the Contractor, any subcontractors-used by Contractor and/or agency
radio shop, including any necessary inspections to insure compliance with Contractor's
installation procedures and instructions. Contractor is fully responsible for any additional
cost to the Participating Agency for any changes and/or modifications to Contractor's
office and vehicular equipment installation(s) if such office and/or vehicular equipment
installation is found to be in violation of any State and/or Federal (including OSHA)
safety regulations. Contractor will submit all vehicular installation procedures and
instructions as part of Contractors Detail Design Document 30 days in advanced for
review by the Participating Agency. All applicable safety standards being provided by
Contractor will be documented in the Detail Design Document(s), in Statement of Work,
Exhibit B and applicable technical documents in Technical Documents, Exhibit I. As part
of acceptance test, Contractor will inspect all installations to insure all requirements of
the Detail Design Document have been met. Participating Agency review and
acceptance of the vehicular installation procedures and instructions as provided by
Contractor in the Detail Design Document(s) will follow the procedures under System
Design, System Documentation Section of this Contract.
All vehicular equipment installations for Hennepin County Sheriffs Office in the State of
Minnesota will require prior written approval from the Hennepin County Sheriffs Office
before any equipment installations are done. All vehicular equipment installations for the
Ramsey County Sheriffs Office in the State of Minnesota will require prior written
approval from the Ramsey County Sheriffs Office before any equipment installations are
done. All vehicular equipment installations for the Bloomington Police Department in the
State of Minnesota will require prior written approval from the Bloomington Police
Department before any equipment installations are done. All vehicular equipment
installations for the University of Minnesota'Police Department in the State of Minnesota
will require prior written approval from the University of Minnesota Police Department
before any equipment installations are done. All vehicular equipment installations for the
Ontario Police Department will require prior written approval from the Ontario Police
Department before any equipment installations are done. All vehicular equipment
installations for the Redlands Police Department will require prior written approval from
the Redlands Police Department before any equipment installations are done.
For all office and vehicular equipment installations, Contractor agrees to observe and
enforce upon itself and all subcontractors all applicable sections of the Occupational
Safety and Health Act of 1970 as amended, and shall be subject to inspections by
authorized officials for compliance. Contractor agrees that all office and vehicular
equipment provided and/or installed either by the Contractor and/or Contractor's
subcontractors under the terms of this Contract shall be designed, built, and tested to
comply with recognized standards as appropriate.
Contractor Agreement 23 Wireless Fingerprint Project
Where minimum standards of performance criteria are set forth in applicable
specifications, Contractor agrees not to compromise any of these standards or
performance criteria. Where specific standards are not mentioned or defined for the
Contractor's equipment, systems and/or methods being provided under this Contract,
then Contractor will incorporate equipment, systems and/or methods consistent with
reliability and performance of standards for similar equipment, systems and/or methods
when elsewhere specified. Participating Agencies understand that any requirements not
specifically included in this Contract will be addressed under Change Order as defined in
Section 52. Agencies should recognize this as-potential cost-impact if.a specific safety
issue is introduced or considered which has not been specifically stated in this
document. Contractor will not proceed with any Contract deployment of equipment,
systems and/or methods requiring FCC approval until such licenses and/or approval has
been obtained. Contractor will provide copies of any required FCC licenses and/or
approval before installations are begun.
43. System Usage and Support Training
Contractor shall provide complete on-site end-user and support training on Contractor's
system, include any third party systems provided and used under the terms and
conditions of this Contract to all agency officers (end-users) and trainers of Hennepin
County and the participating agencies in Minnesota, Ontario Police Department and
Redlands Police Department. Training provided by Contractor shall consist of least one 8
hour session and provide on-site training at Hennepin County Sheriffs Office for the
Hennepin County Sheriffs Office and the participating agencies in the State of
Minnesota, on-site training at City Ontario Police Department and on-site training at City
of Redlands Police. Under the terms and conditions of this Contract being a pilot project,
Contractor shall identify the known risks and limitations of using Contractor's system
during training to Hennepin County and the participating agencies in Minnesota, Ontario
Police Department and Redlands Police Department. Contractor will state the purpose
under which the Contractor's System is being provided and that the System is an
experimental pilot system without any prior operational history. Contractor will also state
that, being an experimental pilot system, officers should not make any legal decisions
based on the results of the System.
Contractor shall provide printed training and user manuals to all personnel of the
Hennepin County and participating agencies in Minnesota, City of Ontario Police
Department and City of Redlands Police Department agencies during training.
Contractor shall also identify in Contractor's printed training and user manuals the known
risks and limitations of using Contractor's system. Contractor will continue to provide
new and/or revised training to all agencies on any revisions of Contractor's equipment
and/or systems provided under the terms and conditions of this Contract.
44. Agency Responsibility
Under the terms and conditions of this contract, Hennepin County does not assume any
responsibility for completion or quality of Contractor's work in City of Ontario portion of
this Contract or the completion or quality of Contractor's work in City of Redlands portion
of this Contract. Hennepin County is only responsible to the City of Ontario and City of
Redlands, under the terms and conditions of this Contract, for issuing payment from
Grant funds to Contractor upon Contractor completing City of Ontario equipment
Contractor Agreement 24 Wireless Fingerprint Project
deliveries and project milestones and City of Redlands equipment deliveries and project
milestones set forth in Project Schedules, Exhibit C and equipment delivery, system
integration and services schedule of Contract Deliverable Requirements List, Exhibit D.
Written authorization from City of Ontario and City of Redlands is required before any
payment will be issued by Hennepin County to the Contractor from Grant funds. Such
authorizations shall not be unreasonably withheld or delayed.
45. Project Schedule
Seven different project schedules will be provided by the Contractor under this contract
and enumerated as part of Project Schedules, Exhibit C.
1) Overall Project Schedule for entire Wireless Demonstration Project
2) Minnesota Agencies
a) Hennepin County Sheriffs Office Project Schedule
b) Ramsey County Sheriffs Office Project Schedule
c) Bloomington Police Department Project Schedule
d) University Of Minnesota Police Department Project Schedule
3) California Agencies
a) Ontario Police Department Project Schedule
b) Redlands Police Department Schedule
The entire overall project schedule and the project schedules for Hennepin County and
the participating agencies in the State of Minnesota will be approved by the Hennepin
County Sheriffs Office and is provided as part of this Contract in Project Schedules,
Exhibit C. The project schedule for City of Ontario will be approved by the Ontario Police
Department and is provided as part of this contract in Project Schedules, Exhibit C. The
project schedule for City of Redlands will be approved by the Redlands Police
Department and is provided as part of this contract in Project Schedules, Exhibit C. All
project schedules contained in Project Schedules, Exhibit C must be approved in
advance by Hennepin County, City of Ontario and City of Redlands. No such required
approvals will be unreasonably withheld or delayed.
46. Payment Schedule
Hennepin County Sheriffs Office of Hennepin County-under the terms of the DOJ Grant
is authorized to issue payments to Contractor for all products, goods, services and work
provided under the terms of this contract for Hennepin County Sheriffs Office and the
participating agencies in the State of Minnesota, City of Ontario Police Department, and
City of Redlands Police Department.
Hennepin County hereby agrees, in consideration of the covenants and agreements
specified to be kept and performed by the Contractor, to pay the Contractor when the
terms and conditions of the contract, along with the specifications have been fully
completed and fulfilled on the part of the Contractor in accordance with the system
acceptance procedures defined in System Acceptance, Section 50 and acceptance
criteria defined in Acceptance Test Criteria, Section5l. Hennepin County Sheriffs Office
as lead member agency of the Wireless Demonstration Project under the terms of DOJ
Grant will issue payments to the Contractor for products, goods, services and work
performed under this contract according to attached equipment delivery, system
integration and services schedule of Contract Deliverable Requirements List, Exhibit D.
Contractor Agreement 25 Wireless Fingerprint Project
Hennepin County will issue payment to Contractor for equipment delivery by Contractor
to City of Ontario for Ontario Police Department according to the equipment delivery
schedule in Contract Deliverable Requirements List, Exhibit D when City of Ontario
issues such written authorization for payment to Hennepin County. Hennepin County will
issue payment to Contractor for system integration and services upon City of Ontario
satisfaction of Contractor's completion of Ontario Police Department project goals
according to the system integration and services schedule contained in both the Project
Schedules, Exhibit C and the Contract Deliverable Requirements List, Exhibit D when
City of Ontario issues such written authorization for payment to Hennepin County. The
City of Ontario will not unreasonably withhold or delay such authorization.
Hennepin County will issue payment to Contractor for equipment delivery by Contractor
to City of Redlands for Redlands Police Department according to the equipment delivery
schedule in Contract Deliverable Requirements List, Exhibit D when City of Redlands
issues such written authorization payment to Hennepin County.. Hennepin County will
issue payment to Contractor for system integration and services upon City of Redlands
satisfaction of Contractors completion of Redlands Police Department project goals
according to the system integration and services schedule contained in both Project
Schedules, Exhibit C and Contract Deliverable Requirements List, Exhibit D when City of
Redlands issues such written authorization for payment to Hennepin County. The City of
Redlands will not unreasonably withhold or delay such authorization.
47. Payment Terms and Conditions
1) Project Equipment Delivery Payment Terms
Hennepin County agrees to process payment request from Contractor for the delivery
and integration of hardware equipment indicated in the equipment delivery schedule of
Contract Deliverable Requirements List, Exhibit D and according to the following
payment terms:
a) Contractor provides equipment-only invoices for equipment delivered. Payment will
be issued under the payment terms of this Contract to the Contractor for equipment
delivered according to the equipment delivery schedule of Contract Deliverable
Requirements List, Exhibit D for each agency. Hennepin County Sheriffs Office
reserves the right to request and inspect all copies of third (3rd) party equipment
invoices provided to Contractor for delivery of equipment to Contractor for equipment
that Contractor does not assemble or manufacture.
b) Contractor provides written acceptance of equipment shipment from agency at time
of invoice.
c) Hennepin County will issue a 75% payment of invoice total to Contractor according to
Hennepin County payment polices as defined in this Contract. Balance of payment
equipment invoice (25%) will be made by Hennepin County upon completion of
integration and acceptance of such equipment. It may be required for Contractor to
complete integration and acceptance of additional equipment with the current
equipment before balance of payment (25%) is paid. In such cases, there may be
several outstanding balances of payments (25%) on multiple pieces of equipment
that require final integration and acceptance before final payment is made.
Contractor Agreement 26 Wireless Fingerprint Project
d) Upon completion and acceptance of equipment integration, Contractor can issue
invoice(s) for payment of balance(s) on delivered equipment(s) by including the
original invoice number(s). Contractor must provide written acceptance of completion
of hardware integration with each invoice. Contractor must identify by invoice number
used on original invoice which balance of payment(s) is being sought.
e) Acceptance of integration for remaining (25%) hardware payment will be determined
as part of Contractor's conformance to this Contract. Hennepin County Sheriffs
Office will determine acceptance of Contractor's integration of hardware and/or
software as completed in Minnesota. The City of Ontario will determine acceptance of
Contractors integration of hardware and/or software as completed for City of Ontario
Police Department. The City of Redlands will determine acceptance of Contractors
integration of hardware and/or software as completed for City of Redlands Police
Department.
2) Project Integration, Third Party Service Costs and Contractor Administration
Payment Terms
Hennepin County agrees to process payment request from Contractor for general
project integration, third party service and contractor administration costs for
Hennepin County Sheriffs Office and the participating agencies in the State of
Minnesota, City of Ontario Police Department, and City of Redlands Police
Department indicated in the system integration and services schedule of Contract
Deliverable Requirements List, Exhibit D and according to the following payment
terms:
a) Contractor provides System Integration/Services invoices for system integration and
systems performed. Payment will be issued under the payment terms of this
Contract to the Contractor for general project integration, third party service and
Contractor administration costs according to the system integration and services
schedule of Contract Deliverable Requirements List, Exhibit D after completion and
final acceptance of that portion of the project according to Acceptance Test Criteria
of this Contract and the Project Acceptance Tests,-Exhibit H.
b) For the Hennepin County Sheriffs Office and the participating agencies in the State
of Minnesota, payment for general project integration, third party service and
contractor administration costs upon completion and final acceptance for project work
completed according to the system integration and services schedule of Contract
Deliverable Requirements List, Exhibit D. Contractor's completion and final
acceptance for each project goal in the Project Schedule, Exhibit C and the system
integration and services schedule of Contract Deliverable Requirements List, Exhibit
D shall be determined by the Hennepin County Sheriffs Office and the participating
agencies in the State of Minnesota according to Acceptance Test Criteria of this
Contract and the Project Acceptance Tests, Exhibit H.
c) For the City of Ontario Police Department, payment for general project integration,
third party service and contractor administration costs upon completion and final
acceptance for project work completed according to the system integration and
services schedule in Contract Deliverable Requirements List, Exhibit D. Contractor's
Contractor Agreement 27 Wireless Fingerprint Project
completion and final acceptance for each project goal in the Project Schedule, Exhibit
C and the system integration and services schedules in Contract Deliverable
Requirements List, Exhibit D shall be determined by the City of Ontario for Ontario
Police Department according to Acceptance Test Criteria of this Contract and the
Project Acceptance Tests, Exhibit H.
d) For the City of Redlands Police Department, payment for general project integration,
third party service and contractor administration costs upon completion and final
acceptance for project work completed according to the system integration and
services schedule in Contract Deliverable Requirements List, Exhibit D. Contractor's
completion and final acceptance for each project goal in Project Schedule, Exhibit C
and the of system integration and services in Contract Deliverable Requirements List,
Exhibit D shall be determined by the City of Redlands for the City of Redlands Police
Department according to Acceptance Test Criteria of this Contract and the Project
Acceptance Tests, Exhibit H. I
e) Contractor shall issue invoice for payment to Hennepin County any outstanding
general project integration, third party service and/or contractor administration costs
defined in the project budget contain in Contract Deliverable Requirements List,
Exhibit D but not defined or covered in the above payment terms and conditions after
completion and acceptance of the entire project according to the Project Schedule,
Exhibit C.
3) In all cases, Participating agencies will not unreasonably withhold or delay payment or
any approval or other pre-condition to payment, acceptance or performance.
48. Equipment Delivery Terms
All equipment and/or systems under this Contract shall be delivered to appropriate
Participating Agency destinations with all transportation changes paid in full. Deliveries
must be made during normal business hours. Contractor shall select the means and
methods of transportation and shall be responsible for unloading all goods. All
transportation charges, including but not limited to, switching insurance, trucking,
lighterage, special handling, unloading and warehousing will be the responsibility of the
Contractor. The following additional equipment delivery terms apply under this Contract.
a) Delivery of equipment to Hennepin County Sheriffs Office and the participating
agencies in the State of Minnesota is to be made according to the Hennepin County
Sheriff's Office approved equipment delivery schedule as defined in the Contract
Deliverable Requirements List, Exhibit D. Hennepin County Sheriffs Office will not
issue any payment for any equipment not currently required for integration according
to the equipment delivery schedule for Hennepin County Sheriffs Office, and/or the
participating agencies equipment delivery schedule for Ramsey County Sheriffs
Office, Bloomington Police Department and/or the University of Minnesota Police
Department.
b) Delivery of equipment to City of Ontario for the Ontario Police Department is to be
made according to the City of Ontario approved equipment delivery schedule as
defined in Contract Deliverable Requirements List, Exhibit D. Delivery of equipment
to City of Redlands for the Redlands Police Department is made according to the City
Contractor Agreement 28 Wireless Fingerprint Project
of Redlands approved equipment delivery schedule as defined in Contract
Deliverable Requirements List, Exhibit D.
c) Delivery of equipment intended for integration in the State of Minnesota is to be
shipped to a pre-approved Hennepin County Sheriffs Office site. Hennepin County
Sheriffs Office will make storage area available for equipment intended for use
and/or integration at Hennepin County Sheriffs Office. The participating agencies of
Hennepin County Sheriffs Office in the State of Minnesota will make storage area
available for equipment intended for use and/or-integration-at their agency site.
d) Delivery of equipment intended for use and/or integration in the City of Ontario Police
Department is to be shipped to a pre-approved City of Ontario Police site. City of
Ontario Police Department will make storage area available for equipment intended
for use and/or integration at their agency site.
e) Delivery of equipment intended for integration in the City of Redlands Police
Department is to be shipped to a pre-approved City of Redlands Police site. City of
Redlands Police Department will make storage area available for equipment intended
for use and/or integration at their agency site.
f) All shipping and delivery charges are to have been paid in advanced by Contractor
before any shipment of equipment is accepted. No equipment shipped from
Contractor and/or any subcontractor(s) will be accepted when shipped Cash On
Delivery (COD). Any COD shipment will be refused.
g) All delivered equipment by Contractor and/or subcontractor at the destination facility
will be checked against a shipping invoice by a representative of that agency.
Hennepin County Sheriffs Office is only responsible for equipment shipped to
Hennepin County Sheriffs Office. Participating agencies of Hennepin County
Sheriffs Office in the State of Minnesota are responsible for their own agencies. The
City of Ontario Police is responsible for equipment shipped to City of Ontario Police
Department. The City of Redlands Police is responsible for equipment shipped to City
of Redlands Police Department.
h) Each agency upon acceptance of shipment from Contractor will give Contractor
written signature of acceptance. Contractor will provide to Hennepin County Sheriffs
Office at time of payment request written acceptance of shipment from each agency.
Hennepin County will not issue any payments for equipment delivery without a signed
acceptance from agency.
i) Contractor is fully responsible for all delivered equipment from Contractor and
Contractor's subcontractors. This includes, but not limited to, insurance, storage and
security of equipment. Contractor must provide both thief and fire loss insurance on
all stored equipment. Contractor is responsible for both the handling and the safe
storage of delivered equipment.
j) Contractor is responsible for any additional handling and/or delivery charges of
equipment if initial delivery storage place is not final place of use and/or integration of
equipment.
Contractor Agreement 29 Wireless Fingerprint Project
Agency acceptance of delivered equipment prior to full system acceptance as specified
in this Contract does not relieve the Contractor from providing the System
Warranty/Maintenance under Section 59 of this Contract for the full warranty term.
Each of the Participating Agencies reserves the right to inspect equipment upon delivery
to the installation site (and warehouse site, if applicable) for the purpose of identifying
the equipment, inspecting for damages, and general verification of quantities. Such
inspection shall not be construed as final or as acceptance of any goods not in
conformance with the Contractor as acceptance-under-the System Acceptance Plan. If,
when delivered, there are apparent defects in the equipment (through damage or
otherwise), the Participating Agency with the equipment problem shall give prompt
written notice thereof to the Contractor. Contractor shall, without cast to the Participating
Agency(ies), correct the defect or replace the equipment with non-defective equipment.
The Participating Agency(ies) Project Administrator may refuse to accept delivery of any
equipment that is apparently defective. If there are no apparent defects, and the
required quantities of equipment have been verified, then the Project Administrator of the
Participating Agency{ies} shall accept delivery.
In all cases, Participating agencies will not unreasonably withhold or delay payment or
any approval or other pre-condition to payment, acceptance or performance.
49. System Design/System Documentation
Contractor will provide complete and detailed system Detail Design Documents as part
of this Contract as specified in Contract Deliverable Requirements List, Exhibit D to
finalize and document the design of the Contractors system as set forth in Statement of
Work, Exhibit B and as part of Technical Documents, Exhibit I. Contractor will document
all aspects of system operation and interfaces, including complete functional
specifications of both the Contractor's system and any subsystems provided by
subcontractors, along with project monitoring procedures. The system design and
documentation shall be in sufficient detail to permit technically qualified project
representatives from Hennepin County, City of Ontario and City of Redlands to
understand the operation of the Contractor's system for each of their agencies along
with any additional subsystems provided by subcontractors including project monitoring
procedures. The documentation shall include a description of the functional and
operational requirements of the entire system, the equipment involved in the system, and
the engineering specifications and initial drawings governing system configuration,
installation, optimization, and testing of the Contractor's system. Contractor will submit
the Detail Design Documents as appropriately specified in Contract Deliverable
Requirements List, Exhibit D for the Hennepin County Sheriffs Office and the
participating agencies of Minnesota portion of the Contract for review and approval by
Hennepin County. Contractor will submit the Detail Design Documents as appropriately
specified in Contract Deliverable Requirements List, Exhibit D for the Ontario Police
Department portion of the Contract for review and approval by City of Ontario. Contractor
will submit the Detail Design Documents as appropriately specked in Contract
Deliverable Requirements List, Exhibit D for the Redlands Police Department portion of
the Contract for review and approval by City of Redlands. These approvals shall not be
unreasonably withheld or delayed. Each Participating Agency upon receipt of the Detail
Design Documents being received from the Contractor shall have thirty (30) calendar
days to review and make any necessary changes in the proposed Detail Design
Contractor Agreement 30 Wireless Fingerprint Project
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50. System Acceptance
Contractor will test system in accordance with the Acceptance Test Criteria conditions
set forth in Section 51, Acceptance Test Criteria and the Project Acceptance Tests,
Exhibit H, supplemented by any changes in the test plans and/or procedures from any
approved changes to the Statement of Work, Exhibit B and approved changes to
appropriate technical documents in Technical Documents, Exhibit 1. Upon successful
completion of all project milestones and the successful completion of appropriate
Acceptance Tests specified in Project Acceptance Tests, Exhibit H, at each Participating
Agency, and in accordance with the Project Schedules, Exhibit C, the Contractor and the
Participating Agency will execute a signed document of Initial Acceptance. City of
Ontario and City of Redlands will submit copies of their signed Initial Acceptance
documents to the Hennepin County Sheriffs Office. Minor omissions or variances in
performance that do not materially affect the operation of the system as a whole will not
postpone signing of the Initial Acceptance documents between the Participating Agency
and the Contractor.
Upon Initial Acceptance of the system from the Contractor, each Participating Agency
shall enter into a thirty (30) day "reliability test" period of the full system before executing
Final Acceptance. During the thirty (30) day "reliability test" period for the Participating
Agency, the agency will prepare a "Problem List" of all omissions and variances. The
Participating Agency and the Contractor will jointly review every item in the "Problem
List" and upon joint agreement the Contractor will correct the specified omission and/or
variance from the Problem List. Any omissions and/or variances that result in a "Major
Failure" will be corrected by the Contractor without any need for agreement from the
Participating Agency. The term "Major Failure" shall mean the total loss or complete
inability of Contractor's system to operate according to the Statement of Work, Exhibit B
and/or the operation as specified in the appropriate technical document(s) in Technical
Documents, Exhibit I. Contractor is not responsible and has no direct control in the event
of failure for any component of the system involving and/or requiring the operational
state of either the State and/or Federal data communications infrastructure. If the
principle nature of the failure is the total loss or complete inability of Contractor's system
to operate due to loss of State and/or Federal data communications and such failure is
not related to Contractor's system, then the failure "shall be labeled as a Temporary
Failure until such time that the State and/or Federal data communications infrastructure
is operational again. The failure shall be labeled as a Major Failure when the total loss or
complete inability of system to operate correctly is occurring and both State and Federal
data communications infrastructures are operational. If the Contractor disagrees with
and/or refuses to correct a specific omission and/or variance requested to be corrected
by the Participating Agency, then the Contractor may either submit another method
and/or revision to resolve the problem or treat the matter as a dispute.
The term "thirty (30) day reliability test period" shall mean the period of time immediately
after the completion of appropriate Acceptance Tests specified in Project Acceptance
Tests, Exhibit H for each of the Participating Agencies. The purpose of the thirty (30) day
"reliability test" period is to demonstrate full system operation, identify operational
deficiencies and that the system operates for a thirty (30) consecutive day period.
During the thirty (30) day "reliability test" period" for the Minnesota agency portion of the
project, Hennepin County Sheriffs Office for Hennepin County Sheriffs Office and the
participating agencies in the State of Minnesota will load up all specified end-user units
Contractor Agreement 32 Wireless Fingerprint Project
according to the Statement of Work on the Hennepin County system for full testing.
During the thirty (30) day "reliability test" period" for the Ontario Police Department
portion of the project, Ontario Police Department will load up all specified end-user units
according to the Statement of Work on the Ontario system for full testing. During the
thirty (30) day "reliability test" period" for the Redlands Police Department portion of the
project, Redlands Police Department will load up all specified end-user units according
to the Statement of Work on the Redlands system for full testing. Contractor will
successfully correct all Major Failures that occur during this time period without such
period being suspended provided that the Major; Failure is corrected within 24 hours of
the Major Failure occurring. If a Major Failure occurs during this period such that the
Major Failure is not corrected by the Contractor and/or subcontractors within 24 hours
and that the entire system is unusable and not part of a Temporary Failure, then such
period shall be suspended and the period only shall recommence from the date of the
Major Failure being successfully corrected by the Contractor. The time period also shall
not be suspended for any occurrences of a Temporary Failure as defined in this Section
during the "reliability test" period. After completion of the "reliability test" period, the
Participating Agency(ies) and the Contractor will resolve the issues contained in the
Problem List as defined under this Section
Final Acceptance for each Participating Agency shall occur upon the resolution of all
items in the Problem List, the successful completion of the 30 day reliability test period,
and the delivery of all remaining Contract deliverables, at which time the Participating
Agency shall execute a signed document of Final Acceptance. The City of Ontario and
City of Redlands will submit copies of their signed Final Acceptance documents to the
Hennepin County Sheriffs Office.
For the Hennepin County Sheriffs Office portion of the project, Contractor agrees to
notify Hennepin County when the System is ready for acceptance testing. Contractor
and Hennepin County agree to commence acceptance testing within fourteen (14) days
after receiving such notification. For the Ontario Police Department portion of the project,
Contractor agrees to notify City of Ontario when the System is ready for acceptance
testing. Contractor and City of Ontario agree to commence acceptance testing within
fourteen (14) days after receiving such notification. For the Redlands Police Department
portion of the project, Contractor agrees to notify City-of Redlands when the System is
ready for acceptance testing. Contractor and City of Redlands agree to commence
acceptance testing within fourteen (14) days after receiving such notification. If testing is
delayed for reasons within the control of Participating Agencies or its contractors, agents
and consultants for more than fourteen (14) days after notification, then the parties will
negotiate in good faith and enter into a Charge Order to address the delay. Such
Change Order may (but not necessarily will) include an extension of the Project
Schedule and the payment of a payment milestone that would have been paid but for the
delay.
51. Acceptance Test Criteria
Contractor will submit Acceptance Test Plans as part of Exhibit H for all phases of the
project. Acceptance Test Plans are used to determine project compliance of work
completed by the Contractor according to the Statement of Work, Exhibit B. The
Contractor's Acceptance Test Plan will show what technical aspects of the current
Contractor Agreement 33 Wireless Fingerprint Project
project milestone were tested by the Contractor for project compliance according to the
Statement of Work, Exhibit B and will allow for independent verification. Independent
verification of Acceptance Test Plan objectives and Acceptance Test Plan project
compliance testing will be performed by Hennepin County Sheriffs Office for all aspect's
of project work done by the Contractor for Hennepin County Sheriffs Office and/or
participating agencies in the State of Minnesota. Independent verification of Acceptance
Test Plan objectives and Acceptance Test Plan project compliance testing will be
performed by City of Ontario for all aspect's of project work done by the Contractor for
Ontario Police Department. Independent verification-of Acceptance Test Plan objectives
and Acceptance Test Plan project compliance testing will be performed by City of
Redlands for all aspect's of project work done by the Contractor for Redlands Police
Department.
Contractor will provide an Acceptance Test Plan for each project phase or milestone.
Each Acceptance Test Plan will contain complete functional testing of project compliance
according to the Statement of Work, Exhibit B specifications. For Acceptance Test Plans
not previously included in Exhibit H for project work being accomplished for Hennepin
County Sheriffs Office and/or the participating agencies in the State of Minnesota,
Contractor will submit suitable Acceptance Test Plans 15 days in advance to Hennepin
County Sheriffs Office for review and approval. Hennepin County Sheriffs Office
reserves the right to review and provide additional functional tests or make any
necessary changes or modifications to the functional testing of the current project
milestone to insure project compliance with Statement of Work, Exhibit B. Hennepin
County has the final authority on any changes to the Acceptance Test Plans for
Hennepin County Sheriffs Office and the participating agencies in the State of
Minnesota.
For Acceptance Test Plans not previously included in Exhibit H for project work being
accomplished for Ontario Police Department, Contractor will submit suitable Acceptance
Test Plans 15 days in advance to City of Ontario for review and approval. Ontario Police
Department reserves the right to review and provide additional functional tests or make
any necessary changes or modifications to the functional testing of the current project
milestone to insure project compliance with the Statement of Work, Exhibit B. The City of
Ontario has the final authority on any changes to tHe Acceptance Test Plans for the
Ontario Police Department. For Acceptance Test Plans not previously included in Exhibit
H for project work being accomplished for Redlands Police Department, Contractor will
submit suitable Acceptance Test Plans 15 days in advance to City of Redlands for
review and approval. Redlands Police Department reserves the right to review and
provide additional functional tests or make any necessary changes or modifications to
the functional testing of the current project milestone to insure project compliance with
the Statement of Work, Exhibit B. The City of Redlands has the final authority on any
changes to the Acceptance Test Plans for the Redlands Police Department.
Contractor agrees to perform any required changes to hardware and/or software
systems to correct any problems found from testing under the Acceptance Test Plan to
ensure project compliance with Statement of Work, Exhibit B at no further charge or cost
to Hennepin County for work delivered, installed and performed at Hennepin County
Sheriffs Office and the participating agencies in the State of Minnesota, no further
charge or cost to City of Ontario for work delivered, installed and performed at Ontario
Contractor Agreement 34 Wireless Fingerprint Project
Police Department, and no further charge or cost to City of Redlands for work delivered,
installed and performed at Redlands Police Department under the terms of this contract.
Each Acceptance Test Plan for a Hennepin County project milestone must be signed by
both the Contractor and Hennepin County Sheriffs Office for work delivered, installed
and performed at Hennepin County Sheriffs Office and the participating agencies in the
State of Minnesota before the project milestone is considered completed and any
authorization for payment will be issued. Each Acceptance Test Plan for a Ontario Police
Department project milestone must be signed by.both the Contractor and City of Ontario
for work delivered, installed and performed at Ontario Police Department before the
project milestone is considered completed and any authorization for payment will be
issued. Each Acceptance Test Plan for a Redlands Police Department project milestone
must be signed by both the Contractor and City of Redlands for work delivered, installed
and performed at Redlands Police Department before the project milestone is
considered completed and any authorization for payment will be issued. In all cases,
approvals will not be reasonably delayed or withheld.
52. Change Orders
Hennepin County for Hennepin County Sheriffs Office and the participating agencies in
the State of Minnesota, City of Ontario for Ontario Police Department and/or City of
Redlands for Redlands Police Department may order extra work or make changes by
altering, adding to, or deducting from, the work within the general scope of this Contract
for their own agencies. When such changes by altering, adding to, or deducting from
Contractor's proposed system and/or methods improves and/or corrects defects in the
general scope of this Contract, then the Contractor will perform such changes at no
charge for any extra work or material. When such changes by altering, adding to, or
deducting from Contractor's proposed system and/or methods are not necessary to
improve and/or correct defects in the general scope of this Contract but to revise such
work, then the Contract price will be adjusted accordingly provided such adjustments do
not exceed the maximum payable amount to Contractor under this Contract as indicated
in under Compensation Section of this Contract. Contractor shall have 30 days to
respond in writing to any requested Change Orders.
All such work under the Change Order shall be executed under the terms and conditions
of the original Contract except that any claim for extension of time caused thereby shall
be adjusted at the time of ordering such changes. No changes in the work as defined in
the Contract Appendix documents shall be made for Hennepin County Sheriffs Office
and/or the participating agencies in the State of Minnesota without prior written
authorization by Hennepin County. No changes in the work covered in the approved
Contract Appendix documents shall be made for Ontario Police Department without prior
written authorization by the City of Ontario. No changes in the work covered in the
approved Contract Appendix documents shall be made for the Redlands Police
Department of the State of California without prior written authorization by the City of
Redlands.
Hennepin County for the Hennepin County Sheriffs Office and the participating agencies
in the State of Minnesota, City of Ontario for the Ontario Police Department and/or City
of Redlands for the Redlands Police Department reserve the right to make changes in
the design and/or specifications within the general scope of the Contract for their own
Contractor Agreement 35 Wireless Fingerprint Project
agencies at any time by written order and without notice to the sureties or the Contractor.
If such changes cause an increase or decrease in the amount due under the Contract
(provided that such adjustment does not exceed the maximum payable amount to
Contractor), or in the time required for its performance, an equitable adjustment may be
made depending on the nature of such a change (provided that an adjustment in amount
due does not exceed the maximum payable amount to Contractor) and the Contractor
will be notified in writing accordingly. Consideration for claim by the Contractor for
adjustment under this clause must be made within 30 days from date of receipt by the
Contractor of the notification of change. Hennepin-County, as Grant fund administrator
under this Contract, reserves the right to refuse additional payment to Contractor in the
amount due under the Contract if the requested changes correct and/or resolve
defective designs, systems and/or material as proposed under this Contract. City of
Ontario and -City of Redlands reserve the right to refuse authorization of payment to
Contractor by Hennepin County as Grant fund administrator in the amount due under the
Contract if the requested changes correct and/or resolve defective designs, systems
and/or material as proposed under this Contract. Nothing provided in this paragraph
shall excuse the Contractor from proceeding with the modifications, changes and/or
revisions of the work required. Except as otherwise herein provided, no change for any
extra work or material will be allowed.
Hennepin County has 30 days to review and respond in writing to any proposed changes
by Contractor in the design and/or specifications within the general scope of this
Contract for Hennepin County Sheriffs Office and/or the participating agencies in the
State of Minnesota as defined the Contract Appendixes. Hennepin County at its sole
discretion reserves the right to reject all or portions of proposed changes by Contractor.
City of Ontario has 30 days to review and respond in writing to any proposed changes by
Contractor in the design and/or specifications within the general scope of this Contract
for Ontario Police Department as defined the Contract Appendixes. City of Ontario at its
sole discretion reserves the right to reject all or portions of proposed changes by
Contractor. City of Redlands has 30 days to review and respond in writing to any
proposed changes by Contractor in the design and/or specifications within the general
scope of this Contract for Redlands Police Department as defined the Contract
Appendixes. City of Redlands at its sole discretion reserves the right to reject all or
portions of proposed changes by Contractor.
Any Change Order proposed by Contractor that is not returned to Contractor as signed
authorization of acceptance from Hennepin County, City of Ontario and/or City of
Redlands within 30 days is considered as rejected, null and void. In the event that such
proposed changes by Contractor are returned to Contractor as being revised and/or
changed within 30 days of submission by Contractor, Contractor has 30 days to review
such revisions and/or changes. Contractor can accept such revisions and/or changes
made by Hennepin County, City of Ontario and/or City of Redlands and such revisions
and/or changes will be considered as part of Contract upon signed authorization of
Contractor. Contractor can also negotiate with Hennepin County, City of Ontario and/or
City of Redlands on such revisions and/or changes proposed by Hennepin County, City
of Ontario and/or City of Redlands on Contractor's original Change Order during this 30
day period. If Contractor and Hennepin County, City of Ontario and/or City of Redlands
fail to agree on revisions and/or changes specified by the disputed Change Order within
the Contractor's 30 day review period, then the original Change Order proposed by
Contractor shall be considered as being rejected, null and void.
Contractor Agreement 36 Wireless Fingerprint Project
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For the member agencies in the State of Minnesota, the laws of the State of Minnesota
shall govern all questions as to the execution, nature, obligation, instruction, validity and
performance of this procurement. For the member agencies in the State of California, the
laws of the State of California shall govern all questions as to the execution, nature,
obligation, instruction, validity and performance of this procurement.
Except as otherwise provided, all import permits, licenses and the payment of all United
States import duties and custom fees shall be the sole responsibility of the Contractor.
56. Antitrust
Contractor will be required to assign to Hennepin County, City of Ontario, and/or City of
Redlands (as the case may be) any and all claims for overcharges as to goods and/or
services provided in connection with this Contract resulting from antitrust violations
which arise under the antitrust laws of the United States, the antitrust laws of the State of
Minnesota, and the State of California.
57. Subcontractor Payments
Contractor agrees to make prompt payment to subcontractors in accordance with
Minnesota law.
58. System Software Licenses and Installation
Contractor agrees to provide all necessary software licenses for all Contractor's,
subcontractor's, and/or third party software required in connection with the supplied
computer equipment under this Contract. The Participating Agencies, in accepting the
licensed software applications for use from the Contractor, agree to the licensing terms
of the software products being provided under this Contract. Contractor agrees to
provide a one-time software usage license as described in Exhibit G1, Software License
Agreements, for all software developed and provided directly by the Contractor. The
Contractor will provide the required number of software licenses for all software required
under this Contract to cover all deployed end-user units and central site servers. All
licensing fee's for other software applications from subcontractor(s) and/or third party
software will be paid in-full for Twelve (12) months of usage at the start of the
Contractor's one (1) year system warranty. Contractor will identify which software
components require additional licensing fee's to be paid beyond the initial first year
operation of the system, the license fee payment schedule, along with the projected cost
for one (1) year of operation. All Contractor's system software licenses, all
subcontractor(s) software licenses and/or all third party software licenses used and/or
purchased under the terms and conditions of this Contract, along with any software
installation terms and conditions, will be delivered to the Participating Agencies with the
systems being provided under this Contract at installation time.
59. System Warranty/Maintenance
Contractor's warranty with respect to the equipment and software to be provided
hereunder is as specified in System Warranty, Exhibit G2 to this Contract. Contractor
will respond to any Warranty or System Maintenance requests within the time period as
defined in System Support/Maintenance Response Times, Section 60. Contractor will
Contractor Agreement 1 38 Wireless Fingerprint Project
arrange to have qualified service organization(s) available to provide warranty support
on any proposed equipment not currently covered by Contractor. The following agencies
are to be specified as customer and/or owner for all provided services, material,
hardware and/or software warranties provided by the Contractor and/or third party
manufacturers as follows:
1) Hennepin County Sheriffs Office to be specified as customer and/or owner for all
provided services, material, hardware and/or software warranties provided by
Contractor andlor third party manufacturers to Hennepin County Sheriffs Office and
the participating agencies in the State of Minnesota.
2) City of Ontario to be specified as customer and/or owner for all provided services,
material, hardware and/or software warranties provided by Contractor and/or third
party manufacturers to the Ontario Police Department.
3) City of Redlands to be specified as customer and/or owner for all provided services,
material, hardware and/or software warranties provided by Contractor and/or third
party manufacturers to Redlands Police Department
After the first year's warranty period and/or at the end of this Contract, Contractor will
provide an annual "fixed price" maintenance agreement, a time and materials
maintenance agreement and/or cost for a second year full "parts and labor" warranty to
Hennepin County for Hennepin County Sheriffs Office and the participating agencies in
the State of Minnesota, City of Ontario for Ontario Police Department and City of
Redlands for Redlands Police Department. Proposed annual maintenance agreements
and/or warranty agreements will include all system materials, equipment, parts, labor,
and any necessary corrections to the system software including any third party systems,
materials and/or systems. Annual increase of maintenance contract is not to exceed the
Consumer Price Index increase for that year. The initial year cost of maintenance for the
system is stipulated as an integral part of this Contract in the project budget portion of
Contract Deliverable Requirements List, Exhibit D.
Hennepin County for Hennepin County Sheriffs Office and the participating agencies in
the State of Minnesota, City of Ontario for Ontario Police Department and City of
Redlands for Redlands Police Department are under no obligation under this Contract to
purchase and/or renew an annual maintenance -agreement, time and materials
maintenance agreement and/or an additional full year"parts and labor"warranty from the
Contractor and/or any third party equipment and/or service provider used by Contractor.
60. System Support/Maintenance Response Times
Contractor shall provide system support and maintenance response time under this
Contract for Hennepin County for Hennepin County Sheriffs Office and the participating
agencies in the State of Minnesota, City of Ontario for Ontario Police Department, and
City of Redlands for Redlands Police Department. System support and maintenance
response time shall be within two (2) hours on a 24 hour, 7 day per week basis for
Significant Failures and within 24 hours, Monday through Thursday, or by noon the
following workday if reported on a Friday or weekend for Minor Failures and all other
failures and/or problems.
Significant Failures are defined as:
Contractor Agreement 39 Wireless Fingerprint Project
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All such third party services will be paid in full for one complete year (12 months) of
service by the Contractor under the terms of this Contract commencing upon system
acceptance of Contractor's system and start of Contractor's system warranty for the
Hennepin County Sheriffs Office and the participating agencies in the State of
Minnesota, upon system acceptance of Contractors system and start of Contractor's
system warranty for City of Ontario and upon system acceptance of Contractor's system
and start of Contractor's system warranty for City of Redlands. At the termination of this
Contract, said services shall remain in the-above-agency and/or city name. Hennepin
County, representing Hennepin County Sheriffs Office and the participating agencies in
the State of Minnesota, City of Ontario representing Ontario Police Department and City
of Redlands representing Redlands Police Department are under no obligation under
this Contract to purchase and/or renew any third party service contracts and/or
agreements.
Contractor will be responsible for any initial third party costs in initial system testing of
Contractor's system. Third party service contract's shall be written such that the third
party contract can be terminated after the first year by Hennepin County, City Ontario
and/or City of Redlands and Hennepin County, City of Ontario and City of Redlands is
under no further obligation for further charges or service terms under the third party
service contact. Contractor will also ensure that third party service contracts can be
continued for second (2) year of service if desired by Hennepin County, City Ontario
and/or City of Redlands at the same initial first year cost or less. Contractor shall provide
copies of all third party service agreements for final approval as follows:
1) Hennepin County for final approval by Hennepin County Sheriffs Office for Hennepin
County Sheriffs Office and the participating agencies in the State of Minnesota.
Hennepin County will not accept any third party service contracts without prior
approval.
2) City of Ontario for final approval by Ontario Police Department. City of Ontario will not
accept any third party service contracts without prior approval.
3) City of Redlands for final approval by Redlands Police Department. City of Redlands
will not accept any third party service contracts without prior approval.
In all cases, Participating agencies will not unreasonably withhold or delay payment or
any approval or other pre-condition to payment, acceptance or performance.
62. Service Fees
All related State Access and/or County Service Fees will be paid in full for one year (12
months) service by the Contractor, commencing upon system acceptance of
Contractor's system and start of Contractor's system warranty for the Hennepin County
Sheriff's Office and the participating agencies in the State of Minnesota, upon system
acceptance of Contractor's system and start of Contractor's system warranty for the
Ontario Police Department and upon system acceptance of Contractor's system and
start of Contractor's system warranty for the City of Redlands Police Department.
63. Hennepin County Participating Agency Agreements
Under this Contract, Hennepin County Sheriffs Office will be directly administrating this
Contract in behalf of the three participating agencies in the State of Minnesota of
Contractor Agreement 41 Wireless Fingerprint Project
Bloomington Police Department, University of Minnesota Police Department and the
Ramsey County Sheriffs Office. Under the terms and conditions of this Contract,
Contractor will be providing methods, software, hardware and systems as detailed in
Statement of Work, Exhibit B, Bill of Materials, Exhibit E and appropriate design
documents contained in Technical Documents, Exhibit I according to project schedules,
equipment delivery schedule and system integration and services schedule of the
Contract Deliverable Requirements List, Exhibit D to the participating agencies of
Bloomington Police Department, University of Minnesota Police Department and the
Ramsey County Sheriffs Office in Minnesota -under the agreement contained under
Agency Memorandum of Understanding (MoU) Agreement, Exhibit F. It is required of
each City of the participating agencies in Minnesota to return a signed MoU Agreement
to the Hennepin County Sheriffs Office Contract Administrator with copy to the
Contractor's Contract Administrator before that agency can participate in the Wireless
Demonstration Project being provided under this Contract. Contractor is not to proceed
with any work for the participating agencies of Bloomington Police Department,
University of Minnesota Police Department and the Ramsey County Sheriffs Office in
the State of Minnesota under this Contract until Contractor receives a signed MoU
Agreement from that agency and written authorization to commence work from Hennepin
County Sheriffs Office. Each of the participating agencies of Bloomington Police
Department, University of Minnesota Police Department and the Ramsey County
Sheriffs Office will provide to Contractor the name of an agency representative. After
receiving the MoU Agreement and authorization to proceed from Hennepin County
Sheriffs Office, Contractor can commence work directly with the participating agency
with the understanding that Hennepin County Sheriffs Office is directly administrating
this Contract for those agencies and any Contract issues and/or problems with those
agencies are to be resolved directly with Hennepin County Sheriffs Office.
64. Notices
Any notice or demand, which may or must be given or made by a party hereto, under the
terms of this contract or any statute or ordinance, shall be in writing and shall be sent by
registered or certified mail, or by fax followed by certified mail to the other parties
addressed as follows:
To Contractor: Barry Fisher, Vice President
Digital Biometrics, Inc.
5600 Rowland Road
Suite 250
Minnetonka, MN 55343-4315
To County: Hennepin County Administrator
A2300 Government Center
Minneapolis, MN 55487
To City: Steve Duke
Ontario Police Department
200 N. Cherry Avenue
Ontario, CA 91764
To City: City Of Redlands
Contractor Agreement 42 Wireless Fingerprint Project
Redlands Police Department
212 Brookside Ave
Redlands, CA 92373
With Copy to: Robert Hamborg
Hennepin County Sheriffs Office
9300 Naper Street
Golden Valley, MN 55427-3728
Any party may designate a different addressee or address at any time by giving written
notice thereof as above provided. Any notice, if mailed, properly addressed, postage
prepaid, registered or certified mail, shall be deemed dispatched on the registered date
or that stamped on the certified mail receipt and shall be deemed received within the
second business day thereafter or when it is actually received, whichever is sooner. Any
notice delivered by hand shall be deemed received upon actual delivery.
Contractor Agreement 43 Wireless Fingerprint Project
Hennepin County Board Approval
Contractor, having signed this contract the Hennepin County Board of
Commissioners having duly approved this contract on , _, and pursuant to
such approval the proper County officials having signed this contract, the parties hereto
agree to be bound by the provisions herein set forth.
Approved as to form COUNTY OF HENNEPIN
and execution for Hennepin County STATE OF MINNESOTA
By By
Assistant County Attorney Chair of its County Board
Date:
And
Assistant/Deputy/County Administrator
ATTEST:
Deputy/Clerk of the County Board
Contractor Agreement 44 Wireless Fingerprint Project
City of Ontario Council Approval
Contractor, having signed this contract the City of Ontario City Council having duly
approved this contract on , _, and pursuant to such approval the proper City
officials having signed this contract, the parties hereto agree to be bound by the provisions
herein set forth.
Approved as to form CITY OF ONTARIO
And execution for City of Ontario, STATE OF CALIFORNIA
California
By By
Best Best & Krieger LLP Gregory C. Devereaux
City Attorney City Manager
Date:
ATTEST:
Mary Wirtes
City Clerk
Contractor Agreement 45 Wireless Fingerprint Project
Contractor Approval
Visionics Corporation
Name:Its Vice President
Date:
Contractor Acknowledgment
VISIONICS CORPORATION
STATE OF
) ss.
COUNTY OF
On this day of before me appeared Barry Fisher-,to me personally
known, who being by me duly sworn that he is the above described officer of Visionics
Corporation., the corporation described in and who executed the foregoing instrument; and
that said instrument was executed in behalf of said corporation by authority of its Vice
President of Marketing_ and acknowledged said instrument to be the free act and deed of
said corporation.
Notary Public
My commission expires:
Contractor Agreement 47 Wireless Fingerprint Project
City of Redlands Council Approval
Contractor having signed this contract, the City of Redlands City Council having
duly approved this contract on April 10, 2002, and pursuant to such approval the proper
City officials having signed this contract, the parties hereto agree to be bound by the
provisions herein set forth,
CITY OF REDLANDS
STATE OF CALIFORNIA
Karl N. Haws, Mayor of its City Council
ATTEST:
Lorries oyzer, Ci y I k
r
Contractor agreement 46 Wireless Fingerprint Project