Agreement - PSA with C & A Associates, Inc.

City of Glendale — Regular Meeting (2023-04-25)

Extracted text (via ocr_local) 42836 characters

PROFESSIONAL SERVICES AGREEMENT
C & A ASSOCIATES, INC.
RFID EVIDENCE MANAGEMENT SYSTEM

This Professional Services Agreement ("Agreement") is entered into and effective between CITY OF GLENDALE,
an Arizona municipal corporation ("City") and C & A Associates, Inc., a Louisianna corporation, (“Consultant”) as

of the day of , 2023 (“Teffective Date”).
RECITALS
A. City intends to undertake a project for the benefit of the public and with public funds that is more fully set

forth in Exhibit A, Project (the "Project");

B. City desires to retain the professional services of Consultant to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit B, Project Scope of Work (“Scope”);

Cc. Consultant desires to provide City with professional services (“Services”) consistent with best consulting or
architectural practices and the standards set forth in this Agreement, in order to complete the Project; and

D. City and Consultant desire to memorialize their agreement with this document.
AGREEMENT

The patties hereby agree as follows:

1. Key Personnel; Other Consultants and Subconttactors.
1.1 Professional Services. Consultant will provide all Services necessary to assure the Project is

completed timely and efficiently consistent within Project requirements, including, but not limited
to, working in close interaction and interfacing with City and its designated employees, and working
closely with others, including other consultants or contractors, retained by City.

1.2 Project Team.
a. Project Manager,

(1) Consultant will designate an employee as Project Manager with sufficient training,
knowledge, and experience to, in the City's opinion, complete the project and
handle all aspects of the Project such that the work produced by Consultant is
consistent with applicable standards as detailed in this Agreement; and

(2) The City must approve the designated Project Manager.
b. Project Team.
qd) The Project Manager and all other employees assigned to the Project by

Consultant will comprise the "Project Team."

(2) Project Manager will have responsibility for and will supetvise all other employees
assigned to the Project by Consultant.

c. Discharge, Reassign, Replacement.

(1) Consultant acknowledges the Project ‘Team is comprised of the same persons and
toles for each as may have been identified in Exhibit A.

2 Consultant will not discharge, reassign, replace or diminish the responsibilities of
any of the employees assigned to the Project who have been approved by City
without City's prior written consent unless that person leaves the employment of
Consultant, in which event the substitute must first be approved in writing by City.

4/29/2021

(3) Consultant will change any of the members of the Project Team at the City's
request if an employee's performance does not equal or exceed the level of
competence that the City may reasonably expect of a person performing those
duties, or if the acts or omissions of that person are detrimental to the
development of the Project.

Subcontractors.

(1) Consultant may engage specific technical contractors (each a "Subcontractor") to
furnish certain service functions.

2) Consultant will remain fully responsible for Subcontractors services.

@) Subcontractors must be approved by the City.

(4) Consultant will certify by letter that all contracts with Subcontractors have been

executed incorporating requirements and standards as set forth in this Agreement.

Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project.

Consultant’s Work.

3.4

3.2

3.3

3.4

Standard. Consultant must perform Services in accordance with the standards of due diligence,
care, and quality prevailing among consultants having substantial experience with the successful
furnishing of Services for projects that are equivalent in size, scope, quality, and other criteria under
the Project and identified in this Agreement.

Licensing. Consultant warrants that:

Consultant and its Subconsultants or Subcontractors will hold all appropriate and required
licenses, registrations and other approvals necessary for the lawful furnishing of Services
("Approvals"); and

Neither Consultant nor any Subconsultant or Subcontractor has been debatred or
otherwise legally excluded from contracting with any federal, state, or local governmental
entity ("Debarment’'),

(1) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarinents, or to examine Consultant's contracting ability.

(2) Consultant must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Consultant to notify City as
required will constitute a material default under the Agreement.

Compliance.

Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other
standards and criteria designated by City.

Consultant must not discriminate against any employee ot applicant for employment on
the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation,
gender identity or expression, genetic characteristics, farnilial status, U.S. military veteran
status or any disability. Consultant will requite any Sub-contractor to be bound to the
same tequitements as stated within this section. Consultant, and on behalf of any
subcontractors, warrants compliance with this section.

Coordination; Interaction.

For projects that the City believes requires the coordination of various professional
services, Consultant will work in close consultation with City to proactively interact with

4/29/2021

any other professionals retained by City on the Project ("Coordinating Project
Professionals").

Consultant will meet to review the Project, Schedule and in-progress work with
Coordinating Project Professionals and City as often and for durations as City reasonably
considers necessary in order to ensure the timely work delivery and Project completion.

For projects not involving Coordinating Project Professionals, Consultant will proactively
interact with any other contractors when directed by City to obtain or disseminate timely
information for the proper execution of the Project.

Work Product.

Ownership. Upon receipt of payment for Services furnished, Consultant grants to City,
and will cause its Subconsultants or Subcontractors to grant to the City, the exclusive
ownership of and all copyrights, if any, to evaluations, reports, drawings, specifications,
ptoject manuals, surveys, estimates, reviews, minutes, all "architectural work" as defined in
the United States Copyright Act, 17 U.S.C § 101, ef seq., and other intellectual work product
as may be applicable ("Work Product").

qd) This grant is effective whether the Work Product is on paper (e.g., a "hard copy"),
in electronic format, or in some other form.

(2) Consultant warrants, and agrees to indemnify, hold harmless and defend City for,
from and against any claim that any Work Product infringes on third-party
proprietary interests.

Delivery. Consultant will deliver to City copies of the preliminary and completed Work
Product promptly as they are prepared.

City Use.
(1) City may reuse the Work Product at its sole discretion.

(2) In the event the Work Product is used for another project without further
consultations with Consultant, the City agrees to indemnify and hold Consultant
harmless from any claim arising out of the Work Product.

@) In such case, City will also remove any seal and title block from the Work Product.

Compensation for the Project.

4.2

Compensation. Consultant's compensation for the Project, including those furnished by its
Subconsultants or Subcontractors will not exceed $415,000.00 as specifically detailed in Exhibit D
("Compensation").

Change in Scope of Project. ‘The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.

Adjustments to Compensation require a written amendment to this Agreement and may
require City Council approval.

Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Consultant without prior written authorization from the City.

Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in
the Exhibits and accompanying attachments, the provisions of this Agreement shall take
priority and govern the conduct of the parties.

Allowances. An “Allowance” may be identified in Exhibit D only for work that is required by the
Scope and the value of which cannot reasonably be quantified at the time of this Agreement.

4/29/2021

a. as stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts
identified in Exhibit D and any unused allowance at the completion of the Project will
remain with City.

b. Consultant may not add any mark-up for work identified as an Allowance and which is to
be performed by a Subconsultant.

c. Consultant will not use any portion of an Allowance without prior written authorization
from the City.

d. Examples of Allowance items include, but are not limited to, subsurface pothole
investigations, survey, geotechnical investigations, public participation, radio path studies
and material testing.

4.4 Expenses. City will reimburse Consultant for certain out-of-pocket expenses necessarily incurred
by Consultant in connection with this Agreement, without mark-up (the “Reimbursable
Expenses”), including, but not limited to, document reproduction, materials for book preparation,
postage, courier and overnight delivery costs incurred with Federal Express or similar carriers,
travel and cat mileage, subject to the following:

a. Mileage, airfare, lodging and other travel expenses will be reimbursable only to the extent
these would, if incurred, be reimbursed to City of Glendale personnel under its policies
and procedures for business travel expense reimbursement made available to Consultant
for review prior to the Agreement’s execution, and which policies and procedures will be
furnished to Consultant;

b. ‘The Reimbursable Expenses in this section are approved in advance by City in writing; and
c. Vhe total of all Reimbursable Expenses paid to Consultant in connection with this

Agreement will not exceed the “not to exceed” amount identified for Reimbursable
Services in the Compensation.

5. Billings and Payment.
5.1 Applications.
a. Consultant will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated
below.
b. The petiod covered by each Payment Application will be one calendar month ending on

the last day of the month.

5.2 Payment.

a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.

b. Payment may be subject to or conditioned upon City's receipt of:

(1) Completed work generated by Consultant and its Subconsultants and
Subcontractors; and

(2) Unconditional waivers and releases on final payment from all Subconsultants and
Subcontractors as City may reasonably request to assure the Project will be free of
claims arising from required perfortnances under this Agreement.

5.3 Review and Withholding. City's Project Manager will timely review and certify Payment
Applications.

a If the Payment Application is rejected, the Project Manager will issue a written listing of
the items not approved for payment.

4/29/2021

b. City may withhold an amount sufficient to pay expenses that City reasonably expects to
incur in correcting the deficiency or deficiencies rejected for payment.
6. Termination,
6.4 For Convenience. City may terminate this Agreement for convenience, without cause, by

delivering a written termination notice stating the effective termination date, which may not be less
than 15 days following the date of delivery.

Consultant will be equitably compensated for Services furnished prior to receipt of the
termination notice and for teasonable costs incurred.

Consultant will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of
the required items to the City.

6.2 For Cause. City may terminate this Agreement for cause if Consultant fails to cure any breach of
this Agreement within seven days after receipt of written notice specifying the breach.

Consultant will not be entitled to further payment until after City has determined its

damages. 1f City's damages resulting from the breach, as determined by City, are less than
the equitable amount due but not paid Consultant for Services furnished, City will pay the
amount due to Consultant, less City's damages, in accordance with the provision of Sec. 5.

b. If City's direct damages exceed amounts otherwise due to Consultant, Consultant must pay
the difference to City immediately upon demand; however, Consultant will not be subject
to consequential damages more than $1,000,000 or the amount of this Agreement,
whichever is greater.

7. Conflict. Consultant acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for

cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or
consultant of any other party to this Agreement.

8. Insurance. For the duration of the term of this Agreement, Consultant shall procure and maintain
insurance against claims for injuries to persons or damages to property which may atise from or in
connection with the performance of all tasks or work necessary to complete the Project as herein defined.
Such insurance shall cover Consultant, its agent(s), representative(s), employee(s) and any subcontractors.

8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:

Commercial General Liability (CGT): Insurance Services Office Form CG 00 01,
including products and completed operations, with limits of no less than $1,000,000 per
occurrence for bodily injury, personal injury, and property damage. If a general aggregate
limit applies, either the general aggregate limit shall apply separately to this project/location
or the general aggregate limit shall be twice the required occurrence limit.

Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code I
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.

Professional Liability, Consultant must maintain a Professional Liability insurance
covering errors and omissions arising out of the work or services performed by Consultant,
of anyone employed by Consultant, or anyone for whose acts, mistakes, errors and
omissions Consultant is legally liability, with a liability insurance limit of $1,000,000.00 for
each claim and a $1,000,000.00 annual aggregate limit.

Worket’s Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease,

4/29/2021

8.2

8.4

8.5

Indemnification.

To the fullest extent permitted by law, Consultant must defend, indemnify, and hold
harmless City and its clected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Parties") for, from, and against any and
all claims, demands, actions, damages, judgments, settlements, personal injury (including
sickness, disease, death, and bodily harm), property damage (including loss of use),
infringement, governmental action and all other losses and expenses, including attorneys’
fees and litigation expenses (each, a "Demand or Expense" collectively "Demands or
Expenses") assetted by a third-party (Le. a person or entity other than City or Consultant)
and that arises out of or results from the breach of this Agreement by the Consultant or
the Consultant’s negligent actions, etrors or omissions (including any Subconsultant or
Subcontractor or other person or firm employed by Consultant), whether sustained before
ot after completion of the Project.

This indemnity and hold harmless provision applies even if a Demand or Expense is in
patt duc to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, Consultant will be liable only to the extent the Demand or
Expense results from the negligence or breach of a responsibility of Consultant or of any
petson or entity for whom Consultant is responsible.

Consultant is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely ateributable to the Indemnified Party.

Other Insurance Provisions. The insurance policies requited by the Section above must contain,
or be endorsed to contain the following insurance provisions:

The City, its officers, officials, employees and volunteers ate to be coveted as
additional insureds of the CGL and automobile policies for any liability arising from or
in connection with the performance of all tasks or work necessary to complete the Project
as herein defined. Such liability may arise, but is not limited to, liability for materials, parts
of equipment furnished in connection with any tasks, or work performed by Consultant or
on its behalf and for liability arising from automobiles owned, leased, hired or borrowed
on behalf of the Consultant. General liability coverage can be provided in the form of an
endorsement to the Consultant’s existing insurance policies, provided such endorsement is
at least as broad as ISO Korm CG 20 10, f1 85 or both CG 20 10 and CG 23 37, if later

revisions ate used.

For any claims related to this Project, thc Consultant’s insurance coverage shall be
primary insurance with respect to the City, its officers, officials, employees, and
volunteers. Any insutance or self-insutance maintained by the City, its officers, officials,
employees or volunteets shall be in excess of the Consultant’s insurance and shall not
contribute with it.

Each insurance policy requited by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.

Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VIL, unless the Consultant has obtained prior approval from the City stating that a
non-conforming insurer is acceptable to the City.

Waiver of Subrogation. Consultant hereby agrees to waive its rights of subrogation which
any insurer may acquite from Consultant by virtue of the payment of any loss. Consultant agrees
to obtain any endorsement that may be necessary to effect this waiver of subrogation. The
Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City
for all work performed by the Consultant, its employees, agent(s) and subcontractor(s).

6
4/29/2021

10.

ii.

12,

8.6 Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Consultant shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Fatlure to
obtain, submit or secure the City’s approval of the required insurance policies, certificates or
endorsements ptior to the City’s agreement that work may commence shall not waive the
Consultant’s obligations to obtain and verify insurance coverage as otherwise provided in this
Section. ‘The City reserves the right to require complete, certified copies of all required insurance
policies, including any endorsements or amendments, required by this Agreement at any time
during the ‘Term stated herein,

Consultant’s failure to obtain, submit or secure the City’s approval of the required insurance
policies, certificates or endorsements shall not be considered a Force Majeure or defense for any
failure by the Consultant to comply with the terms and conditions of the Agreement, including any
schedule for performance or completion of the Project.

8.7 Subcontractors. Consultant shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.

8.8 Special Risk or Circumstances. The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage
ot other circumstances unique to the Consultant, the Project or the insurer.

E-verify, Records and Audits. To the extent applicable under A.R.S. § 41-4401, the Consultant warrant
their compliance and that of its subconsultants with all federal immigration laws and regulations that relate
to their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The
Consultant or subconsultant’s breach of this warranty shall be deemed a material breach of the Agreement
and may result in the termination of the Agreement by the City under the terms of this Agreement. The City
retains the legal right to randomly inspect the papers and records of the other party to ensure that the other
party is complying with the above-mentioned warranty. The Consultant and subconsultant warrant to keep
their respective papers and records open for random inspection duting normal business hours by the other
party. The parties shall cooperate with the City’s random inspections, including granting the inspecting patty
entry rights onto their respective properties to perform the random inspections and waiving their respective
tights to keep such papers and records confidential.

No Boycott of Istael. To the extent A.R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in,
a boycott of goods or services from Israel, as that term ts defined in A.R.S § 35-393.

Attestation of PCI Compliance. When applicable, the Consultant will provide the City annually with a
Payment Card Industry Data Security Standard (PCI DSS) attestation of compliance certificate signed by an
officer of Consultant with oversight responsibility.

Notices.

12.1 A notice, request or other communication that is required or permitted under this Agreement (each
a Notice") will be effective only if:

a. The Notice is in writing; and
b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).

c. Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if:

(ly Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
H y 8} y y 8)
setvice; or

2 As of the next business day after receipt, if received after 5:00 p.m.

7
4/29/2021

13.

14,

‘The burden of proof of the place and time of delivery is upon the Party giving the Notice.

Digitalized signatures and copies of signatures will have the same effect as original
signatures.

12.2 Representatives.

Consultant. Consultant's representative (the "Consultant's Representative") authorized to
act on Consultant's behalf with respect to the Project, and his or her address for Notice
delivery is:

C&A Associates, Ine.

c/o James Snyder

1814 Range Road, Suite A
Denhatin Springs, LA 70726

City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:

City of Glendale Police Department
c/o Brent Ackzen, Assistant Director
6835 N 57% Drive

Glendale, Arizona 85301

With required copy to:

City Manager City Attorney

City of Glendale City of Glendale

5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301

Concurrent Notices.

(1) All notices to City's representative must be given concurtently to City Manager
and City Attorney.

(2) A notice will not be deemed to have been received by City's representative until
the time that it has also been received by the City Manager and the City Attorney.

(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Consultant identifying the designee(s) and their
respective addresses for notices.

Changes. Consultant or City may change its representative or information on Notice, by
giving Notice of the change in accordance with this section at least ten days prior to the
change.

Financing Assignment. City may assign this Agreement to any City-affiliated entity, including a non-
profit corporation or other entity whose primary purpose is to own or manage the Project.

Entire Agreement; Survival; Counterparts; Signatures.

l4.1 Integration. This Agreement contains, except as stated below, the entite agreement between City
and Consultant and supersedes all prior conversations and negotiations between the parties
regarding the Project or this Agreement.

Neither Party has made any representations, watranties or agreements as to any matters
concerning the Agreement's subject matter.

Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the parties.

4/29/2021

45.

16.

17.

14.2

14.3

14.4

14.5

14.6

14.7

Term.

15.1

15.2

c Inconsistencies between the solicitation, any addenda attached to the solicitation, the
response or any excerpts attached as Exhibit A, and this Agreement, will be resolved by
the terms and conditions stated in this Agreement.

Interpretation.

a. The parties fairly negotiated the Agteement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.

b. The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.

c. The Agreement will be interpreted in accordance with the laws of the State of Arizona.

Sutvival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requitement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
earlier termination of this Agreement.

Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any atnendment may be subject to City Council approval.

Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one of more tight or remedy will not affect any other rights or remedies under this Agreement
or applicable law.

Severability, If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.

Counterparts. ‘This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.

Renewals. The term of this Agreement commences upon the effective date and continues for a
one (1) year initial period. The City may, at its option and with the approval of the Consultant,
extend the term of this Agreement an additional four (4) years, renewable on an annual basis.
Consultant will be notified in writing by the City of its intent to extend the Agreement period at
least thirty (30) calendar days prior to the expiration of the original or any renewal Agreement
period. Price adjustments will only be reviewed during the Agreement renewal period and will be a
determining factor for any renewal. There are no automatic renewals of this Agreement.

Extension for Procurement Process. Upon the expiration of the Term of this Agreement,
including the initial term and any renewals, at the City’s sole discretion, this Agreement may be
extended on a month-to-month basis for a maximum of six (6) months to allow for the City to
complete its procurement process to select a vendor to provide the scrvices/matetials similar to
those provided under this Agreement. The City will notify the Contractor in writing of its intent to
extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any
extension provided under this subsection will continue under the same terms and conditions as in
effect immediately prior to the expiration of the then-current term.

Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the awatd rendered by the arbitrator may be entered in any
court having jurisdiction thereof.

Exhibits. ‘Vhe following exhibits, with reference to the tertn in which they are first referenced, are
incorporated by this reference.

4/29/2021

Exhibit A
Exhibit B
Exhibit C
Exhibit D

Project

Scope of Work
Schedule
Compensation

‘Lhe parties enter into this Agreement effective as of the date shown above.

ATTEST:

Julie K. Bower
City Clerk

(SEAL)

APPROVED AS TO FORM:

Michael D. Bailey
City Attorney

City of Glendale,
an Asizona municipal corporation

By: Kevin R. Phelps
Its: City Manager

C&A Associates, Inc.,
a Louisianna corporation

aL.

By: Cindy L. Mos’
Its: President

4/29/2021

PROFESSIONAL SERVICES AGREEMENT
C & A ASSOCIATES, INC,
RFID EVIDENCE MANAGEMENT SYSTEM

EXHIBIT A
PROJECT

Glendale Police Department will implement an RFID Evidence ‘I'racking Management Solution for their Property
and Evidence Unit. ‘This solution will be implemented in two (2) phases. Phase 1 will include the implementation
of the software and hardware necessary for RFID scanning and tracking. Phase 2 will include the installation of
antennae/zones once the new Property and Evidence building is complete. Completion of Phase 2 is dependent
upon constuction timeline, however, in the event Phase 2 is delayed, maintenance costs will still be required
annually. Additional details of what is included in each phase is defined in the Scope of Work.

See attached Exhibit B.

PROFESSIONAL SERVICES AGREEMENT
C & A ASSOCIATES, INC.
RFID EVIDENCE MANAGEMENT SYSTEM

EXHIBIT B
SCOPE OF WORK

1.0

EXHIBIT B

SCOPE OF WORK

1.1 Introduction

PADtrax is an evidence tracking and management system that utilizes RFID at its core
and throughout every step and facet of the custody of evidence. While many
traditional evidence systems use barcode as the primary interface of hardware
technology, PADtrax uses barcode as an optional supplement while fully implementing
RFID the process.

PADtrax runs in a Microsoft SQL Server environment (MSSQL). The users run on a self-
updating client-based architecture (not browser-based). Additionally, supplemental
PADtrax applications run on Android Platforms (KitKat or higher), including
applications such as remote signature, inventory, and tag-search functions.

PADtrax provides users with the ability to use pre-printed/pre-encoded RFID tags or
to print-and-encode RFID tags “on-the-fly” allowing for customizable printing options.

1.2 Project Elements

The implementation of PADtrax will be performed in two phases. Phase 1 will include
the implementation and configure the software and hardware necessary for RFID
scanning and tracking of evidence, training of evidence clerks, and migrate, to include
the initial transfer of all evidence records from Motorola PremierOne Records in addition
to the interface that would allow continual transfer of new items entered into the
Motorola PremierOne Records. Phase 2 will include the installation and configuration
of antennae/zones as part of the new facility being built for GPD and additional training
of evidence clerks.

Contractor shall

e provide the necessary expertise and support, which includes a transfer of
knowledge to transition the project team through the learning process in
completing the requirements.

e provide for project deliverables organized by the following major project
elements:

o Phase 1

= Project Management

* Software Implementation

= Equipment Installation

® RFID Labels

» Data Migration

= Testing and Quality Assurance
= Training

« Project Management

o Phas

EXHIBIT B

«RFID zones

® Testing and Quality Assurance

« Training
co Documentation
o Deployment and Post-Production Support
o On-going Support and Maintenance

1.3 Project Management Phase 1 and Phase 2

Contractor shall

provide a Project Manager to work jointly with the City to manage the overall
implementation effort, including activities conducted by sub-contractors and
City personnel.

follow the City’s internal methods and standard format of the deliverables for
project planning, documentation, and change control where possible and
appropriate.

work with City Project Manager to perform project management duties to
include, at a minimum:

o Project supervision

Project time and expense management

Project status reporting

Change management

Quality management

Risk management

Schedule Management

ooooao0oeao

City shail

provide a Project Manager to work jointly with the Contractor to manage the
overall implementation effort, including activities conducted by sub-
contractors and City personnel.
work with Contractor Project Manager to perform project management duties
to include, at a minimum:
o Project supervision
Project time and expense management
Project status reporting
Change management
Quality management
Risk management
Schedule Management

oo0o00 0

Deliverable: Project schedule

1.4Software Implementation Phase 1

Contractor shall

e work install and configure software to meet the City’s need.
® provide guidance and make recommendations on processes and naming

EXHIBIT B

standards.

e provide the ability to read current, established barcodes and RFID labels
interchangeably within the PADtrax.

e verify all specs for required servers and software.

City shall

e make timely decisions on configuration options.

e provide Contractor to current process and naming standards.

e work with Contractor to implemented and improvements to processes and
naming standards.

e complete all pre-requisite work including server set up and testing.

Deliverable: Successful software implementation
Deliverable: Software implementation signoff

1.5 Equipment Installation Phase 1
Contractor shall
e install and configure equipment to include
o Handheld RFID Scanners

o E-Signature pads
o RFID Evidence Tag Printers

City shall

e work with Contractor to verify equipment has been installed in a manner
that meets City’s needs.

Deliverable: Success installation of equipment
Deliverable: Equipment Signoff

1.6 RFID Evidence Labels Phase 14
Contractor shall

e provide RFID evidence label.
e assist with initial configuration of labels.

City shail
e® work with Contractor to configure evidence labels.

Deliverable: Successful configuration of RFID evidence labels

EXHIBIT B

1.7 Data Migration Phase 1
Contractor shall

e work with the City in the early stages of the project to jointly review all
data conversion requirements, risks, and risk mitigation strategies.

e provide a comprehensive Data Migration Plan.

e work with the City in early stages to determine storage location
requirements.

City shall

e work with the Contractor in the early stages of the project to jointly
review all data conversion requirements, risks, and risk mitigation
strategies, This effort will lead to a comprehensive Data Migration Plan.

e work with the Contractor in early stages to review storage location
requirements.

Deliverable: Data Migration Plan
Deliverable: Successful data migration and Signoff

1.8 RFID Zones Installation Phase 2
Contractor shall

e recommend placement of RFID zones to meet City needs.
e configure and position RFID zones.

City shall

e provide Contractor building plans and updates.
* ensure data lines and electricity are installed prior to RFID zone
placement.

Deliverable: Successful RFID zone installation
Deliverable: RFID zone installation Signoff

1.9 Testing and Quality Assurance Phase 1 and Phase 2
Contractor shall

« work with City to develop an Acceptance Test Plan to verify the configured
system is free of defects.

e include user test scripts covering the various function.

e will collaborate with City to maintain a log of issues, configuration problem.
and software malfunctions identified during testing.

« work collaboratively to resolve issues to City’s satisfaction.

e will set issue priorities according to the City’s predetermined priority

EXHIBIT B

definitions below.

Priority Problem Description Response Time Resolution Targets
£ boss of Data MF, 7:00AM. 7:00PM Mountai
+ Data corruption es eo untsin
LevelOne | « Productive use prohibited | Standard Time 12 hours ; Program code f
(Pi tno workeround ; ; correction or a procedural
Abort Immediate or within 30 minutes of | workaround
. ort notification
«Primary purpose
comprised AVF, 7:00AM: 7:00PM Mountain
Level Two + Productive use Standard Time 48 hours - Program code
2) significantly impacted correction or a procedural
* Workaround generally not | Immediate or within 1 hour of workaround
available notification
+ Productive, but MF, 7:00AM 7:00PM Nountain
incomptete operation Standard Time One week: Procedural
Level Three | * Workaround generally work aroun
{P3) available Immediate or within 8 hours of Program code correction in
ratification during normat business | a'1SiT" Crtware release
«Productive, mainly Mr Zoe 7:00PM Mountain One week - Procedural
cosmetic in nature work around
Workarounds or "i oni
tevel Four | * Immediate or vathin 8 hours of on §
(4) configurable options notification during normal business | Pf98t@m code correction in
generally available hours a future software release
City shall

e perform acceptance testing to ensure acceptance criteria items have been
addressed and system fs ready for cutover.

e will promptly notify Contractor of any issues found in testing.

e will work with the Contractor to set issue priorities.

Deliverable: Acceptance Test Plan
Deliverable: Successful Acceptance testing and Signoff

Training Phase 1 and Phase 2
Contractor shall

e provide a Training Plan using a Train-the-Trainer approach to training.
e provide training for City staff to understand system capabilities including
but not limited to:
o System use and functionality
Administrator functions including system configuration
Use of equipment
Reporting built into system
Building custom reports
o RFID zones
e provide training material sufficient for City personnel to train new staff.

aoo0o°0

Deliverable: Training plan which includes the topics, intended audience,
and duration.

Deliverable: Documentation used in training for Train the Trainer that can
be reused.

1.11

EXHIBIT B

Deliverable: Training and Signoff
Documentation Phase 1 and Phase 2
Contractor shall

« provide the following types of system documentation, or proposed
alternative, upon completion of project.

o User Manuals and Reference Guides: Describes the features and
functions of the system.

o Configuration Guide: Describes the City’s configuration at the time of
implementation.

o Administrator Guide: Describes the process to set up, maintain, and
change the application features.

o Systems Administrator Guide: Describes the regular maintenance of the
PCs and/or Servers used with the software and describes the details for
connecting remotely to the system to provide remote support.

o Warranties: This should include warranties for all equipment purchased
through Contractor

o Technical Architecture Diagram: A visual representation of the solution
as deployed in the City’s environment

Deliverable: User Manuals and Reference Guide, Configuration Guide,
Administrator Guide, System Administrator Guide, Warranties, and a Technical
Architecture Diagram.

Deliverable: Documentation Signoff

Deployment and Post-Production Support Phase 1 and Phase 2

Contractor shall

provide a mutually agreeable cutover schedule and contingency plan.

provide an onsite resource through deployment and a minimum of 1 week after
deployment.

stabilization plan that details the Contractor’s commitments to stabilization
and the transition to full support by City staff.

resolve all P1 and P2 issues before deploying to Production.

provide 30 days of implementation support after deployment to ensure PADtrax
is stable, and no issues arise in the live environment

City shall

work with Contractor to develop a mutually agreed upon cutover schedule and
contingency plan.

Deliverable: Comprehensive Cutover Plan and Signoff
Deliverable: Successful Deployment and Signoff
Deliverable: Aftercare Signoff

1.13

EXHIBIT B

System Warranty, Maintenance & Support
Contractor shall

e provide support as outlined in Section 1.9 with clearly documented escalation
paths based on severity and priority.

¢ provide a qualified technician to respond via phone to address all calls in
accordance with the importance and criticality of the question being asked
and/or the problem being reported.

e provide on-site technical support for problems that cannot be resolved via
telephone or remote access.

e assigned a tracking number and include specific information related to each
call.

e provide city with a reporting mechanism to track the status of all open service
calls.

e not close issue/calls until the City approves the resolution of the call.

e provide software upgrades and services through the life of the contract
necessary to keep the system operational.

Deliverable: Reporting mechanism to track open service calls
Deliverable: Product Roadmap and Upgrade Schedules

PROFESSIONAL SERVICES AGREEMENT
C & A ASSOCIATES, INC.
RFID EVIDENCE MANAGEMENT SYSTEM

EXHIBIT C
SCHEDULE

It is expected that the final schedules for cach Phase will be determined by the City's Project Manager and the

vendor project manager.