HomeMy WebLinkAbout2020-11-30 City Council Agendas (8)City of Palo Alto (ID # 11763)
City Council Staff Report
City of Palo Alto Page 1
Report Type: Consent Calendar Meeting Date: 11/30/2020
Summary Title: Tri-Cities Consortium Records Management System Contract
Title: Approval of the Tri-cities Consortium Records Management System
Software Agreement With Sun Ridge Systems Inc., for $621,248 and a Term
Ending Five Years From the Date of Project Implementation, to Establish a
New Records Management System for the Police Departments of Palo Alto,
Mountain View, and Los Altos
From: City Manager
Lead Department: Police
Recommendation
Staff recommends the Council approve and authorize the City Manager or designee to execute
the Tri-Cities Consortium Contract with Sun Ridge Systems, Inc., for a Records Management
System in an amount not to exceed $621,248 for a contract term ending five years from the
date of project implementation.
Background
In 2008, the City Managers of Los Altos, Mountain View, and Palo Alto agreed to a broad
initiative of sharing public safety technology as a method to conserve resources, improve
response times, increase the resiliency and the redundancy of these critical systems, and to
enhance interoperable communications between first responders in the three cities. This
initiative presented the “virtual consolidation” concept and the framework to share public
safety technology and communication systems. In 2013, the Tri-Cities Consortium was formed
by agreement.
The Consortium collaborated to cost-share the purchase of Communications systems,
jointly procured a Computer-Aided Dispatch (CAD) system (through Intergraph
Corporation) and purchased a Records Management System (RMS) through the same vendor.
The RMS portion of the project was not completed by Intergraph due to multiple challenges
over five years of work. In 2019, the Consortium terminated its contract with Intergraph and
the group initiated a search for a new Records Management System vendor.
City of Palo Alto Page 2
Discussion
Procurement Process
In July 2019, the City of Los Altos, acting as the Contractual Agent of the Consortium, issued
a Request for Proposals (RFP) for all three cities for a new police RMS system. Palo Alto
Municipal Code (PAMC) 2.30.360(j) allows for an exemption from competitive solicitation
requirements for cooperative purchases with one or more other public agencies, provided
that the services are solicited using methods substantially similar to the City’s. The City of Los
Altos has a public procurement procedure consistent with Palo Alto and the
Consortium followed those procedures in the review and selection of an RMS vendor.
The Consortium created a committee consisting of employees at all levels and positions
within the three city police departments. The committee was tasked with identifying
RMS companies, coordinating demonstrations, and conducting site visits to other agencies.
The committee sought vendors with a superior product and excellent reputations, especially in
customer service and support.
In November 2019, in response to the published RFP, five companies submitted proposals. Staff
assessed each proposal via an assessment point rating scale based on system costs, compliance
to interface needs, essential functions as defined in the RFP, completeness of proposal, level of
service, general experience, qualifications, and years of experience. The committee
also assessed the following: financial stability, resources of the proposer, proof of
successful implementation in similar projects, sample timeliness based on prior project
experience, responsiveness the proposer commits to the committee, economic feasibility and
justification of all project costs, and proposer’s willingness and ability to negotiate a contract
acceptable to each city. Sun Ridge Systems, Inc. (Sun Ridge) was the only proposer that passed
all categories and was recommended by the committee as the preferred solution. The cities of
Los Altos, Palo Alto, and Mountain View’s executives and legal counsels have approved the
content of the agreement.
City of Palo Alto Page 3
Project Award -Sun Ridge Systems
The Sun Ridge RMS software product provides a broad range of law enforcement functionality
including the management of master records, tracking of accidents, arrests, citations, field
interviews, property and evidence, permits, gang involvement, warrants, case management,
and other key data. The interface will support the full suite of California Law Enforcement
Telecommunications System (CLETS)/National Crime Information Center (NCIC) transactions for
all CLETS data elements and enable data collection, validation, and submission of crime reports
in compliance with forthcoming California Incident-Based Reporting System (CIBRS)
requirements. Sun Ridge will provide an Automated Field-Based Reporting (FBR) software
solution that allows users to quickly and accurately complete reports in either a mobile or a
desktop environment and submit those reports electronically to the RMS via an agency-
specified report approval process. This feature will allow for mostly paperless police
reports and improve staff efficiency with electronic approvals (replacing the current manual
hardcopy approval process). Palo Alto will also be acquiring the ability to collect state-
mandated “Racial and Identify Profiling Act of 2015” (RIPA) data, pursuant to AB 953, through
the purchase of the Sun Ridge Systems Computer-Aided Dispatch (CAD) license. The CAD
license enables the department to transfer all Communications Center call data into the RMS
system (called a “Calls For Service” module), which improves data reporting capabilities, as
well as access to the Sun Ridge RIPA data collection module.
This project was advanced by the Planning and Transportation Commission as consistent
with the objectives of the 2021-2025 Comprehensive Plan on June 10, 2020, as part of the five-
year Capital Improvement Plan, as a necessary expenditure utilizing monies from the
Technology Fund (see Staff Report #11094). The Comprehensive Plan was included as part
of the Fiscal Year 2021 Capital Budget Adoption in June 2020. The City Council action today
authorizes the City Manager or designee to execute the agreement to purchase the system in
partnership with the other Consortium members.
Project Timeline
Upon approval, the RMS project is expected to be completed by late summer or early fall
2021. As part of the City’s continued work related to race and equity, staff will bring
quarterly RMS implementation updates to the Policy and Services Committee.
RMS Initial Cost
RMS Costs Only-Excludes Stanford University
Community
$1,191,840.00
Los Altos Mountain View Palo Alto
City of Palo Alto Page 4
Resource Impact
Palo Alto fees for this project are shared by the Consortium and charged at 35.13 percent of the
total cost. These costs are allocated according to City population statistics from 2018,
as agreed in the Tri-Cities Consortium Memorandum of Understanding. Palo Alto’s full portion
of the Sun Ridge contract, including the first year’s annual maintenance fees, will be
$621,248 which includes the Sun Ridge Systems Calls for Service module (requires a CAD license
fee). The FY 2021 Adopted Capital Budget included the full funding necessary for the
implementation of this project under project TE-21000. Hardware costs will be shared
equally amongst the Consortium agencies and were also included in the total project cost.
Palo Alto’s portion of ongoing support costs are anticipated beginning in FY 2023 at an annual
cost of approximately $76,000. These costs will be incorporated in future budget cycles,
subject to City Council approval. Refer to the chart below for additional fee explanation.
The Tri-Cities Consortium has included a payment schedule, in both the RFP and the attached
Sun Ridge Systems contract. Mountain View is the Fiscal Agent for this project and will submit
invoices to Palo Alto as the project progresses through to completion.
50% Shared 16.67% $ 198,640.00 16.67% $ 198,640.00 16.67% $ 198,640.00
50% Based on
Population 8.454% $ 100,758.15 23.087% $ 275,160.10 18.459% $ 220,001.75
Totals $ 299,398.15 $ 473,800.10 $ 418,641.75
Full Percent 25.12% 39.76% 35.13%
PA Specific $ 202,607.00
MV Specific $ 2,500.00 CFS/RIPA Mod
LA Specific $ 43,107.00
Agency Totals $ 342,505.15 $ 476,300.10 $ 621,248.75
Initial Cost
Annual Support
RMS Support Costs-Excludes Stanford University
Community
$ 153,144.00
Los Altos Mountain View Palo Alto
50% Shared 16.67% $ 25,524.01 16.67% $ 25,524.01 16.67% $ 25,524.01
50% Based on
Population 8.454% $ 12,946.79 23.087% $ 35,356.35 18.459% $ 28,268.85
Totals $ 38,470.80 $ 60,880.36 $ 53,792.86
Full Percent 25.12% 39.76% 35.13%
PA Specific CFS $ 22,500.00
Agency Totals $ 38,470.80 $ 60,880.36 $ 76,292.86
Annual Support
City of Palo Alto Page 5
Environmental Review
This is not a project under Section 21065 for purposes of the California Environmental
Quality Act (CEQA).
Attachments:
•Attachment A: Sun Ridge Systems Inc Software and Services Agreement_final
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SUN RIDGE SYSTEMS, INC.
SOFTWARE AND SERVICES AGREEMENT
This Software and Services Agreement (this “Agreement”) is executed in counterparts as
of November _9_, 2020, between Sun Ridge Systems, Inc., a California corporation (“Sun
Ridge”), and the City of Los Altos, a municipal corporation; the City of Mountain View, a California
charter city and municipal corporation; and the City of Palo Alto, a California charter city
(collectively referred to herein as the “City,” or sometimes as the “Cities”), located c/o the City of
Los Altos Police Department at 1 N. San Antonio Road, Los Altos, CA 94022.
Section 1. Agreement. That for and in consideration of payments and agreements
hereinafter mentioned to be made and performed by the City, and under the conditions set forth
in this Agreement, Sun Ridge agrees to provide computer software (“Software”) and services
(“Services”) to the City as described in Exhibit A, Scope of Work, attached hereto and incorporated
herein. The Software support and maintenance services to be provided by Sun Ridge as part of
the Services are more specifically described in Exhibit C attached hereto and incorporated herein
(“Software Support Services Agreement”).
Section 2. City Project Manager. Sun Ridge shall work under the general direction
of Judy Maloney, Los Altos Police Services Manager (the “City Project Manager”), in fulfilling this
Agreement. Notwithstanding the foregoing and provisions for giving notices as set forth in Section
13e below, Sun Ridge and the Cities acknowledge and agree that Sun Ridge will communicate
directly with personnel of one or more of the Cities from time to time to address issues that may
be specific to a particular city’s as deemed necessary in connection with the installation and
testing of the Software (“Project-Level Communications”).
Section 3. Scope of Work. The project that is the subject of this Agreement shall
consist of the delivery by Sun Ridge to the City of the Software and Services (the “Project”)
described in Exhibit A.
Section 4. Payment Schedule. In consideration for the Software and Services to be
provided by Sun Ridge under this Agreement, the City agrees to pay Sun Ridge the Total Contract
Amount (“Contract Amount”) given in Exhibit B according to the following schedule (“Payment
Schedule”):
Milestone Amount of Payment
Contract Signing 25% of Contract Amount
Software Installation Complete 25% of Contract Amount
Training Complete 25% of Contract Amount
Final Acceptance 25% of Contract Amount
The City shall not be entitled to withhold or delay payments due to Sun Ridge pursuant to the
above Payment Schedule due to delay in the delivery, installation, or testing of Software items
described in Exhibit A where the delay is the result of action or inaction or breach of this
Agreement by the City, its agents or employees or the action or inaction of a third party which is
not within Sun Ridge's reasonable control. Notwithstanding the foregoing, no payment shall be
due from the City if Sun Ridge has not performed to the City’s reasonable satisfaction or is
otherwise in default hereunder; provided, however, that payment shall be due promptly upon Sun
Ridge’s cure of such default to the City’s reasonable satisfaction.
Section 5. Invoices. Invoices shall be sent to:
Mountain View Police Department
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ATTN: Jennifer Copeland, Support Services Manager
1000 Villa Street
Mountain View, CA 94041
Upon receipt of the invoice, the City shall verify that the invoice has been properly prepared and
that the conditions of payment have been fulfilled. If the payment conditions have been fulfilled,
the invoice shall be processed and paid by the City within thirty (30) days after the City’s receipt
thereof.
In addition to any other amounts for which City is liable under this Agreement, City agrees to pay
to Sun Ridge a late charge equal to one percent (1%) of the amount due if City fails to pay Sun
Ridge any amount that is due and owing pursuant to this Agreement within sixty (60) days after
City’s receipt of an invoice from Sun Ridge. In addition, any invoiced amounts that are due and
owing under this Agreement which City fails to pay to Sun Ridge within ninety (90) days after
City’s receipt of an invoice from Sun Ridge shall thereafter bear simple interest at the rate of ten
percent (10%) per annum or the highest interest rate allowed by applicable law, whichever is less.
Section 6. Term of Agreement. Unless terminated earlier in accordance with the
provisions of this Agreement or applicable law, the term of this Agreement (“Term”) shall be from
the date shown on the first page of this Agreement through completion of the Project. Completion
of the Project means the installation by Sun Ridge of all of the Software to the City’s reasonable
satisfaction, the completion by Sun Ridge of all training and other Services to the City’s
reasonable satisfaction, and the payment by the City to Sun Ridge of the entire Contract Amount.
The Project schedule is to be separately generated and agreed to between the parties.
Notwithstanding the foregoing, (i) the License described in Section 9 below will remain in effect
until it is terminated pursuant to Section 9, (ii) the obligations set forth in Section 10(a) shall survive
this Agreement, and (iii) the Software Support Services Agreement attached as Exhibit C hereto
shall remain in effect until it is terminated pursuant to its terms.
Section 7. Warranty/Disclaimer of Liability.
a. Sun Ridge warrants that upon delivery the Software substantially
conforms to its Documentation and is free from defects that will materially impair its use. The
City’s sole and exclusive remedy for breach of this warranty will be repair or replacement of the
Software. Sun Ridge will make reasonable efforts to correct errors in the Software but does not
warrant that the Software is error-free or will perform without interruption. The City has relied
solely upon its own investigation and judgment in selecting the Software and not upon any
representations or promises of Sun Ridge except as may be expressly stated in this Agreement.
b. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER
WARRANTIES PERTAINING TO THE SOFTWARE, EXPRESS OR IMPLIED, AND SUN RIDGE
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
c. IN NO EVENT WILL SUN RIDGE BE LIABLE FOR LOST
BUSINESS, DIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, HOWEVER
CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING
NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) ARISING OUT OF THE QUALITY,
CONDITION OR USE OF THE SOFTWARE OR ANY OTHER PART OF THE PRODUCT. IN
NO EVENT WILL SUN RIDGE BE LIABLE FOR ANY AMOUNT WHICH EXCEEDS THE
AMOUNT PAID BY THE CITY FOR THE PRODUCT.
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Section 8. Final Acceptance. For thirty (30) days from the beginning of Agency’s
Operational Use of the Software or forty (40) days after the completion of installation and training
by Sun Ridge, whichever comes first (the “Initial Test Period”), the City shall test the system for
defects and anomalies. For purposes of this Agreement, “Operational Use” means the use of the
Software in the course of any one of the Cities’ daily business activities. The City shall thereafter
accept or reject the Software as follows:
a. If, at the end of the Initial Test Period, the City determines that the
Software is performing to the City’s satisfaction, then a notice of final acceptance of the Software
(“Final Acceptance”) and authorization of final payment to Sun Ridge will be processed by the
City. If the City fails to provide written Final Acceptance prior to the termination of the Initial Test
Period, the Software shall nonetheless be deemed accepted by the City unless prior to the
termination of the Initial Test Period the City notifies Sun Ridge in writing of, (i) any remaining
problems with the Software, or (ii) the City’s decision not to accept the Software (in which case
the parties shall proceed as described in Section 8.b.ii below). Upon Final Acceptance or deemed
acceptance of the Software by the City, the parties shall proceed as described in Section 8.b.i
below. However, if during the Initial Test Period it is determined that the Software is not
performing satisfactorily, then the City shall identify problems in writing to Sun Ridge no later than
the last day of the Initial Test Period, and shall work with Sun Ridge for the next forty-five (45)
days to resolve those problems (the “Second Test Period”).
b. At the end of the Second Test Period, one of the following shall
occur as applicable:
i. If the City determines that the Software is performing to its
satisfaction, it shall immediately provide written Final Acceptance of the Software and, upon
receipt of a valid invoice, shall process and pay the Final Acceptance milestone payment. Any
remaining issues with the Software shall be covered as part of the original cost of the system and
handled as maintenance items under the Software Support Services Agreement attached hereto
as Exhibit C.
ii. If the City decides not to accept the Software, then it must
so notify Sun Ridge within five (5) business days of the end of the Second Test Period. This
Agreement shall be terminated (except as to the obligations of Section 10(a) and all other
provisions of this Agreement that expressly survive its termination), as of the date of such notice
and all payments already made by the City to Sun Ridge, less the reasonable cost of project
management, installation, data conversion, and training services provided up to the date of
termination, shall be returned to the City within thirty (30) calendar days, and the City immediately
shall cease to use the Software and erase all copies thereof.
iii. If the City fails to provide written Final Acceptance or to
notify Sun Ridge that it will not accept the Software, then the Software shall be deemed accepted
by the City, and the City shall proceed as described in Section 8.b.i above as if written Final
Acceptance had been given.
Section 9. Software License. Subject to the terms, conditions, limitations and
restrictions set forth in this Agreement, Sun Ridge grants to the City a nonexclusive and non-
transferable license, effective upon the City’s Final Acceptance of the Software pursuant to
Section 8 above, to use the Software in connection with the City’s normal and customary daily
operations substantially as they exist as of the date of commencement of the Term as described
below (the “License”). The City shall acquire no ownership or other rights in or to the Software
except for the License granted hereunder, and title to the Software shall at all times remain with
Sun Ridge.
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a. The following additional terms, conditions and limitations apply to
the License:
i. The City may use the Software on all computers in the City’s
possession and control, or in any other agencies’ possession and control if explicitly agreed to in
writing by Sun Ridge;
ii. The City may make a copy of the Software for backup or
modification purposes only in support of the City’s authorized use of the Software hereunder as
Sun Ridge has expressly authorized;
iii. No one using the Software, and no one for whose benefit
the Software is being used, shall sublicense, resell, distribute, market, provide or otherwise make
available the Software or any part or copies thereof to any third party;
iv. The City shall not transfer, use, or export the Software in
violation of any applicable laws, rules, or regulations of any government or governmental agency;
v. The City and its employees and agents shall not cause the
use of the Software to disrupt, disable, or otherwise harm the operations, software, hardware,
equipment, and/or systems of a business, institution, or other entity, including, without limitation,
exposing the business, institution, or other entity to any computer virus, trojan horse, or other
harmful, disruptive, or unauthorized component;
vi. The City shall not embed the Software in any third-party
applications, unless expressly permitted under this Agreement or otherwise authorized in writing
in advance by an authorized officer of Sun Ridge;
vii. The License granted under this Agreement shall apply only
to the object code for the Software. No one using the Software, and no one for whose benefit the
Software is being used, shall have the right to use or have access to the source code for the
Software, and neither the City nor anyone using the Software pursuant to this License will modify,
change, merge, adapt, translate, reverse engineer, decompile, disassemble or prepare derivative
works based upon the Software; and
viii. The City acknowledges that the Software and the
Documentation (as defined below) constitute trade secrets of Sun Ridge. The City agrees to
maintain the confidentiality of the Software and the Documentation, and shall take commercially
reasonable steps to preserve that confidentiality pursuant to Section 12 of this Agreement.
b. The term of the License shall commence upon Final Acceptance or
deemed acceptance of the Software by the City, and shall continue until the License is terminated
as provided below (provided, however, that the City’s use and testing of the Software prior to Final
Acceptance or deemed acceptance of the Software in accordance with this Agreement shall not
constitute unlicensed use of the Software):
i. Sun Ridge may immediately terminate the License in the
event of any failure by the City to comply with the terms or conditions of this Agreement by giving
written notice of such termination to the City. In the event the City has leased the Software from
Sun Ridge, the License will terminate automatically upon termination of the lease. Upon such
termination, the City shall immediately cease further use of the Software and will cause all copies
of the Software to be destroyed or returned to Sun Ridge.
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ii. The City may terminate the License at any time by giving
written notice thereof to Sun Ridge and by destroying or returning to Sun Ridge all copies of the
Software. The City acknowledges and agrees that any election by the City to terminate the
License hereunder will not entitle the City to any refund of amounts paid or compensation of any
kind from Sun Ridge.
iii. Upon any termination or expiration of the License, an
authorized representative of the City shall certify in writing to Sun Ridge that all copies of the
Software and the Documentation which were the subject of the License have either been
destroyed or returned to Sun Ridge as required above.
iv. The provisions of Sections 7 and 10 through 13, inclusive,
shall survive the expiration or termination of this Agreement.
c. Sun Ridge may, at its option, release updates to or new versions of
the Software. If the City elects to obtain any update or new version of the Software, the use of
such update or new version will be subject to the terms and conditions of this Agreement.
d. Except as expressly provided in this Agreement, Sun Ridge retains
all intellectual property rights and other rights to the Software, Documentation (as defined below),
and the source code for the Software.
Section 10. Indemnity and Insurance.
a. Sun Ridge agrees to indemnify, defend, and hold harmless the City
and its officers, directors, shareholders, employees, and agents (the “City Indemnified Parties”)
from any and all claims, demands, liabilities, and costs, including attorney’s fees (“Claims”),
arising out of or relating to (i) any alleged infringement of a third-party’s intellectual property rights,
or (ii) the negligence or willful misconduct of any employee or agent of Sun Ridge occurring during
or as a result of Sun Ridge’s performance of its obligations hereunder; provided, however, that
Sun Ridge shall have no indemnity or other obligations to the City hereunder to the extent any
such Claims arise from or are the result of the negligence or willful misconduct of the City or its
employees, agents or other contractors (but only to the extent of such fault). Nor shall the
foregoing indemnity and hold harmless obligations of Sun Ridge extend to Claims arising out of
the City’s use or inability to use the Software (but only to the extent such Claims arise from such
use or inability to use the Software). This indemnity obligation shall survive the expiration,
cancellation or termination of this Agreement. Notwithstanding the foregoing, the City expressly
waives, releases, and agrees that neither Sun Ridge nor Sun Ridge’s officers, directors,
shareholders, employees, agents and affiliates shall have any liability for any individual’s or
entity’s lost business, direct damages, incidental or consequential damages, or any other Claims
arising out of or related to the use or implementation of the Software
b. During the term of this Agreement, Sun Ridge shall comply with the
following insurance requirements:
i. Workers’ Compensation. Sun Ridge shall fully comply with
the terms of the law of California concerning workers’ compensation. Said compliance shall
include, but not be limited to, maintaining in full force and effect one or more policies of insurance
insuring against any liability Sun Ridge may have for workers’ compensation. Said policy shall
also include employer’s liability coverage of $1,000,000 per accident for bodily injury or disease.
ii. General Liability Insurance. Sun Ridge shall obtain at its
sole cost and keep in full force and effect during the term of this Agreement commercial general
liability insurance in the amount of $1,000,000 per occurrence for bodily injury, and property
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damage personal injury; coverage includes products and completed operations. Said insurance
shall provide (1) that the City, its officers, and employees shall be included as additional insureds
under the policy, and (2) that the policy shall operate as primary insurance, and non-contributory.
iii. Automobile Liability Insurance. Sun Ridge shall obtain at its
sole cost and keep in full force and effect during the term of this Agreement business automobile
liability insurance in the amount of $1,000,000 combined single limit per occurrence for bodily
injury and property damage. Said insurance shall provide that the policy shall operate as primary
insurance, and shall be non-contributory.
iv. Certificates of Insurance. Sun Ridge shall file with City upon
the execution of this Agreement, certificates of insurance which shall provide that no cancellation,
major change in coverage, expiration, or nonrenewal will be made during the term of this
agreement, without thirty (30) days written notice to the City prior to the effective date of such
cancellation, or change in coverage.
Section 11. Termination Rights. This Agreement may be terminated as set forth in
Section 8 or 9 or in Section 7 of Exhibit C, as applicable. Upon Termination, each party will return,
delete, or destroy any copies, whether tangible or electronic, of Confidential Information obtained
from the other party pursuant to this Agreement, including but not limited to any Documentation
and any Confidential Information stored on any equipment that may be returned, and certify to
the other party in writing within five (5) business days of the termination date that it has done so.
Section 12. Confidential Information. “Confidential Information” means any and all
confidential information of a party to this Agreement that is not generally known to or by members
of the public, including but not limited to businesses that compete with such a party, including the
Software source code, the Documentation pertaining thereto, any data or information stored or
managed by the City using the Software, and any other information clearly identified in writing by
either party as a trade secret pursuant to the Uniform Trade Secrets Act, Civil Code Section 3426,
et seq. Confidential Information shall not include information that is now or becomes part of the
public domain, is required by applicable law (including the California Public Records Act) to be
disclosed, was already known by the receiving party at the time of disclosure, is independently
developed by the receiving party without any use of Confidential Information, or is lawfully
obtained from a third party. “Documentation” means those visually readable materials, developed
by or for Sun Ridge and clearly identified by Sun Ridge to the City in writing as confidential, for
use in connection with the Software, in either written or electronic form.
Each party agrees to protect the other party’s Confidential Information. Confidential Information
will not be used or disclosed except as authorized by the providing party. Confidential Information
will be disclosed to employees of the receiving party only on a “need to know” basis and only after
such employees are informed of the confidential nature of the information and obligated to
maintain confidentiality.
If a party or any party acting on its behalf is required to disclose by order of a court of competent
jurisdiction, administrative agency or governmental body, or by subpoena, summons or other legal
process, or by law (including the California Public Records Act), rule or regulation, or by applicable
regulatory or professional standards to produce Confidential Information, that party shall promptly
(and prior to such disclosure) notify the other party in writing of such demand or requirement
whereupon the parties shall cooperate and take all reasonable acts (without significant cost or
expense to the notifying party) to exhaust the legal avenues available to maintain the
confidentiality of such Confidential Information, unless the party whose Confidential Information
is at issue consents to the production and disclosure of such Confidential Information. In all
events, only that portion of the Confidential Information specifically requested by the tribunal or
person compelling such disclosure shall be provided and no interpretation or analysis of such
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data prepared for the purpose of such disclosure shall be disclosed unless approved the party
whose Confidential Information is at issue or required by law. To the extent that the City withholds
any of Sun Ridge’s Confidential Information that is responsive to a request for records pursuant
to the California Public Records Act, unless Sun Ridge specifically authorizes the City in writing
to disclose such Confidential Information, Sun Ridge shall indemnify and defend the City (with
counsel reasonably acceptable to the City) in any action or proceeding to compel disclosure,
including, without limitation, for costs of suit, attorneys’ fees, and other litigation expenses
reasonably incurred by the City.
Section 13. General Terms.
a. Governing Law. This Agreement will be construed by and enforced
in accordance with the laws of the state of California.
b. Arbitration. If a dispute arises from or related to this Agreement or
the breach of this Agreement and if such dispute cannot be settled through direct discussions,
the parties agree to first endeavor to settle the dispute in an amicable manner by mediation to be
held in Sacramento, California, under the Commercial Mediation Rules of the American Arbitration
Association before resorting to arbitration. Thereafter, any unresolved controversy or claim arising
from or relating to this Agreement, or breach of this Agreement, shall be settled in arbitration to
be held in Sacramento, California. The arbitration will be governed by the Commercial Arbitration
Rules of the American Arbitration Association, and the parties shall be allowed discovery in
accordance with California Code of Civil Procedure Sections 94 and 95, as though the arbitration
were a limited civil proceeding, and with all references to the “court” therein construed to refer to
the arbitrator. If Sun Ridge and the City cannot jointly select a single arbitrator to determine the
matter, one arbitrator shall be chosen by each of Sun Ridge and the City (or, if a party fails to
make a choice, by the American Arbitration Association on behalf of such party) and the two
arbitrators so chosen will select one additional arbitrator. The decision of the single arbitrator
jointly selected by Sun Ridge and the City, or, if three arbitrators are selected, the decision of any
two of them will be final and binding on the parties and the judgment of a court of competent
jurisdiction may be entered on such decision. The prevailing party shall be entitled to recover
reasonable fees and expenses resulting from any arbitration proceeding.
c. Severability. If any provision of this Agreement shall be held to be
invalid, illegal, or unenforceable, such finding shall not affect the validity, legality, or enforceability
of the remaining provisions.
d. Assignment. Parties may not transfer, assign, or sublicense this
Agreement, any license hereunder, or any of its rights or duties hereunder to any other person,
site or corporation without the prior written consent of the other party. Any attempted transfer,
assignment, or sublicense made without prior written consent shall be completely void.
e. Notice. Any notice requested or permitted to be given hereunder
shall be sent prepaid, certified mail, return receipt requested, and shall be deemed to have been
given on the third (3rd) business day after mailing to the other party as follows: to the City Project
Manager at the address indicated in the initial paragraph of this Agreement or to Facsimile No.
(650) 947-2704; to Sun Ridge Systems at P.O. Box 5071, El Dorado Hills, CA 95762, Facsimile
No. (530) 672-2385. Notices may be given by facsimile transmission to such number as may be
specified by the party for such purpose and shall be deemed to have been given when transmitted
to such number with confirmation of a successful transmission. For purposes of this Agreement
(including the attached Support Services Agreement), notices or communications relating to
approvals, disapprovals, Final Acceptance, non-acceptance, termination, and all other types of
notices or communications during or relating to installation, testing and use of the Software (other
than Project-Level Communications), to or from the Cities, or any of them, shall only be given by
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or sent to the City Project Manager, and notice or communications given by or sent to the City
Project Manager in the manner set forth herein will constitute notice from or to each of the Cities,
as applicable.
f. Independent Contractors. The parties to this Agreement shall
constitute independent contractors. Nothing in this Agreement shall be construed as establishing
any employment, partnership, joint venture or similar arrangement between the parties, and no
party has any authority to commit any other party to any obligation to any other person or entity,
unless expressly agreed to in writing signed by such party.
g. Force Majeure. Sun Ridge shall not be responsible for interruption
of, interference with, diminution of, or suspension of any of its products or services, including
performance failure, which are caused by strike, lockout, riot, epidemics, war, government
regulation, fire, flood, natural disaster, acts of God, utility failures, losses or injuries arising directly
or indirectly from criminal acts, negligent acts of others, malfunctions or inadequacies of
equipment or service not directly within the control of Sun Ridge.
h. Authorization/Entire Agreement/Modification. This Agreement will
be effective upon signing by the City and Sun Ridge. This Agreement, including all exhibits
hereto, is the complete and final Agreement of the parties relating to the subject of this Agreement
and it replaces and supersedes any prior or contemporaneous oral or written understandings or
agreements. No alteration or variation to the terms of this Agreement shall be valid unless made
in writing and signed by the parties hereto.
This Agreement has been executed by the parties hereto, from the date shown on the first
page.
[Signatures on Following Page]
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SUN RIDGE SYSTEMS, INC.
By:
__________________________________
Anthony B. Richards
Its: President
City of Palo Alto, a California charter city
By:
__________________________________
Its:
__________________________________
Approved as to form by:
City Attorney
City of Los Altos, a California municipal
corporation
By:
__________________________________
Its:
__________________________________
Approved as to form by:
City Attorney
City of Mountain View, a California charter city
and municipal corporation
By:
__________________________________
Its:
__________________________________
Approved as to form by:
City Attorney
Page 10 Sun Ridge Contract – V081020 4836-2251-1054v1 ERAMAKRISHNAN\27916001
Exhibit A Scope of Work
Section 1 – Software Licenses
The Cities have purchased licenses for the following RIMS software applications:
RIMS Computer Aided Dispatch Software (Palo Alto only)
RIMS Records Management Software
RIMS Mobile Computer Software
RIMS In-Station Mapping Software
RIMS Property Room Bar Coding Software
Citizen RIMS Public Access Software
iRIMS Law Mobile App Software
RIMS Officer Training Management Software
RIMS CA-IBRS Reporting Software
RIMS Collaborate Data Sharing Software
The Cities have purchased licenses for the following RIMS interfaces.
RIMS State (CLETS) Link Software
RIMS e-Citation Link Software
RIMS CopLogic Link Software
RIMS Laserfiche Link Software (Mountain View only)
RIMS Hexagon CAD Link Software
RIMS - Additional CAD Transfer Software (Palo Alto only)
RIMS Crossroads Collision Export Software
RIMS Dataworks Link Software
Section 2 - Project Schedule. Upon execution of the Agreement, Sun Ridge and the Cities shall
define a mutually agreed on project schedule by task. Sun Ridge and the Cities will do their best
to meet task completion dates; however, the schedule is flexible and subject to mutually agreed
to changes.
Section 3 – Hardware. Sun Ridge shall provide three (3) Worth Data Bar Code scanning units.
Section 4 - Installation. Sun Ridge shall instruct Cities IT on how to install the RIMS client (in-
station and mobile) software as well as other RIMS products on Cities provided workstations.
Section 5 – Configuration. Sun Ridge shall provide the following sessions to the Cities’
designated RIMS Administrators:
Initial Setup: Consists of two (2) sessions, not to exceed four (4) hours per session instruction
on the preliminary configuration of RIMS. Initial Setup is conducted over the phone and via
remote access to the Cities’ RIMS via remote access. The Cities will be given specific
assignments to be completed at the conclusion of the sessions.
RIMS Configuration and Setup: Consists of two (2) contiguous days onsite. This session
continues the system setup that was started with the Initial Setup sessions. The RIMS
Administrators will be instructed on how to configure RIMS to most closely meet the desired
operational procedures of the Cities. In some cases, the RIMS Administrators may find that
modifying existing procedures may be desired in order to take full advantage of RIMS
functionality. The RIMS Administrators will additionally be instructed/assisted in setting up the
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remaining tables and values needed for the modules the Cities are sharing. Discussions will
include:
Customization of drop-down menu choices for 200+ fields
The Cities’ records management operational decisions
Paper flow vs paperless vs less paper for records
Selection of case format type
Review of data conversion processes and implementation, including reviewing
data and starting data translations if converted data is available at the time the
session is scheduled.
Section 6 - Data Conversion. (Los Altos PD Only). The services listed in the price chart
include converting data only from your existing records management system. Converting any
other data, including data from third party products, is not included. You are responsible for
extracting that data and providing it to us for conversion. Once we receive the extracted data,
we will evaluate it to determine which items may be converted into RIMS. As part of our
standard data conversion, we attempt to convert the following items. In some instances, not
all data may be available or suitable for conversion.
∙ People: Including person name, DOB, contact info, description, ID#’s, officer safety
notifications, log entries for connections to cases, for citations and for field contacts
∙ Arrest: Arrestee, date, time, charges, counts, offense level, disposition, booked/cited
out
∙ Vehicles: License, state, year, color, type, log entries for connections to case and
for field contacts
∙ Cases: Location, date report and data occurred, classification/type, offenses, case
disposition and date of disposition, persons, vehicles, narratives, and supplements
∙ Property in cases: category, article, status, description, brand, model, item #,
property code, locations, value-stolen, recovered, damaged and officer.
∙ Premises: Common place name, address, contact person, contact phone number,
alarm
∙ Streets: (if electronic street file is available), street name, intersections with block
ranges
∙ Officers: Name, ID
∙ Users: Name, ID
CAD and Property Room data will not be converted.
This also includes 2-days of onsite conversion review with a Sun Ridge trainer.
Section 7 - Map Engineering Services. Sun Ridge will provide map engineering services
assuming an ESRI-based map source file.
In-Station Mapping Software. The Cities shall provide the ESRI ArcView maps source data file.
Sun Ridge will load the Cities supplied ESRI-based maps into RIMS. Sun Ridge is NOT
responsible for the accuracy of the Cities’ map source. The Cities are responsible for licensing
cost for ESRI ArcView. The Cities will need one copy of ArcView GIS v10.1 (or later) that can
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be used for the first position, and then a copy of ArcGIS 10.1 (or later) Runtime Engine for each
additional in-station unit that will use RIMS Mapping.
Section 8 - Integration. Sun Ridge shall provide RIMS sided interfaces for all third-party software
applications listed above. The Cities must coordinate with third-party vendors to complete and
test each interface.
Section 9 - Training. Sun Ridge is providing a combination of “end user” and “train the trainer”
training all of which shall be conducted on-site at a City provided location(s). Training days are
contiguous, including weekends. Class times are 0800 to no later than 1700. Sun Ridge will
provide a training plan at least 30 days prior to the first training session.
End User Training
Training Description Number of Days Number of Students Max Per Class
CAD Configuration (PAPD only) 1.5 Days (1 session) TBD 5
CAD Navigation (PAPD Only) 1.5 Days (1 session) 1 student/workstation 10
System Admin/Follow-Up 1 Day (1 session) 1 student/workstation 10
System Maintenance Training .5 Day (1 session) 1 student per workstation 10
Train the Trainer
Training Description Number of Days Number of Students Max Per Class
Officers/Field Reporting 3 Days (1 session) 2 students/workstation 20
Records* 1 Day (1 session) 1 student/workstation 10
Property Room* 1 Day (1 session) 1 student/workstation 10
Officer Training Management* 1 Day (1 session) 1 student per workstation 10
Post Go-Live Refresher 3 Days (1 session) TBD TBD
*Must Attend Day 1 of Officer/Field Reporting Training
If the Cities determine that additional training sessions/classes are requested, regardless of
reason, additional costs will apply and the project schedule will be revised accordingly to
accommodate the requested training.
Section 10 - Go Live Support. Four (4) Sun Ridge staff will be on site for Day 1 of Go Live
and three (3) staff onsite the day after Go Live to answer questions and to address any system
problems.
Section 11 - The Cities’ Responsibilities. The Cities are responsible for the following:
- Installation of all remaining client workstations
- Installation of all remaining mobile computers
- Coordinate and schedule resources of the Cities to include IT staff
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- Identify RIMS Administrators from each police department
- Provide system and other third-party software including SQL, ERSI Licenses, Windows Server
2019+ (64 bit)
- Provide data communications infrastructure (network, wireless, internet, intranet)
- Coordinate testing of the CLETS Message Switch
- Complete, submit and gain approval of updated DOJ CLETS application
- Contact third party vendors (E911 provider, DOJ and any other necessary third-parties) and
coordinate their schedules and costs they may charge the Cities to provide their portion of
the interface to RIMS.
- Provide Geofile (aka “street file”) source and build-out
- Ensure accuracy of the geofile
- Provide initial map source file
- Ensure accuracy of the map source
- Ensure all user-maintained configuration and data validation tables are completed prior to the
start of training
- Provide training facilities, workstations and ensure access to RIMS training database from the
training location
- Schedule the City staff into requisite classes
- Provide end user training schedule to Sun Ridge
- Provide training facilities, workstations and ensure access to RIMS training database from
the training location
- Purchase a minimum of one (1) DYMO LabelWriter 450 Turbo Label Printer and minimum
one (1) month supply of Dymo Labels # 30256 per City Property Room
- Provide all hardware, with the exception of Property Room bar code scanners. The Cities
represent it has adequate dedicated space on an SQL database server (“Main”) and a
second server (“Communications”) and that these servers meet the minimum requirements
outlined below. Moreover, servers have network connectivity and appropriate security
containing virus protection software and firewalls. The Cities will provide remote access to
Sun Ridge using Sun Ridge’s Bomgar remote access software to allow Sun Ridge to meet
its responsibilities under this Agreement.
Main Server Communications Server
Minimum Recommended Minimum
Intel 2.0 GHZ ≥ i7, Xeon or AMD
equivalent CPU Intel 2.0 GHZ
≥ Windows 2012 Server
+ Windows 2016 Server + ≥ Windows Server 2012+
8 GB Memory 32 GB Memory 16 GB Memory
3 x current system DB
size
3 or more x current
system DB size ≥ 100 GB Disk
≥ Microsoft SQL Server
2012+
Microsoft SQL Server
2019
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Monitor Resolution
1920x1080 or greater
Monitor Resolution
1920x1080 or greater
The Cities further represents it has personal computers and mobile in-car computers that meet
the minimum requirements outlined below:
Personal Computer Workstations Mobile In-Car Computers
Minimum Recommended Minimum
Intel 2.0 GHZ ≥ Intel 2.0 GHZ Intel 2.0 GHZ
≥ Windows 7+ Windows 10 ≥ Windows 7+
4 GB Memory 8 GB Memory 8 GB Memory
Any Size Disk Any Size Disk Any Size Disk
1680x1050 monitor
resolution 1920x1080
for dispatchers
1920x1080 monitor
resolution 1280X1024 monitor resolution
Wireless-based modem
≥ 2 USB ports
Internet Access (if using Google
Maps)
Optional
Touch screen
Magnetic Stripe Reader
Microphone for voice recognition
Fingerprint Reader
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Exhibit B – Contract Amount
Items Total
RIMS Records Management Software $366,400
RIMS Computer Aided Dispatch (Hexagon Transfer PAPD Only) $150,000
RIMS Mobile Computer Software $120,000
RIMS State Link Software (CLETS) $29,600
RIMS In Station Mapping Software $65,000
RIMS Mobile Mapping Software $0
RIMS Property Room Bar Coding Software $44,800
Citizen RIMS Public Access Software $22,960
iRIMS Law Mobile App Software $51,200
RIMS Officer Training Management Software $12,800
RIMS Collaborate Data Sharing Software $26,000
RIMS e‐Citation Link Software $6,400
RIMS CopLogic Link Software $9,300
RIMS CopLink Link Software $0
RIMS Laserfiche Link Software (MVPD Only) $2,500
RIMS CA‐IBRS Reporting Software $39,000
RIMS Tyler Warrants Link Software $0
RIMS CJIC‐ISE Link Software $0
RIMS Hexagon CAD Link Software $25,000
RIMS ‐ Additional CAD Transfer Software (PAPD Only) $12,000
RIMS Crossroad Collision Export Software $18,000
RIMS Dataworks Link Software $20,000
Installation and Training $$176,377
Installation and Training CAD (PAPD Only) $18,107
Data Conversion – (LAPD RMS Only) $43,107
Bar Code Scanner (3 Units) $5,100
First Year Support $153,144
First Year Support (CAD ‐ PAPD Only) $22,500
Sales Tax (9%) $459
Total Contract Amount $1,440,054
Annual Support – Years 2 – 5* (Per Year) $153,144
Annual Support – Years 2 – 5 (CAD‐ PAPD Only)(Per Year) $ 22,500
*Price would be adjusted if Cities purchase additional modules during this time‐period.
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Exhibit C – Support Services Agreement
This is a description of the software support, maintenance, and enhancement services to be
provided by Sun Ridge Systems, Inc. (“SRS”) to the Cities (“Licensee”) as part of a Software
Support Services Agreement (“Agreement”). This Agreement covers all RIMS public safety
software (Software) licensed by the Licensee and is effective at Operational Use.
Under this agreement SRS agrees to provide the following services and products to Licensee:
1. Coverage Hours. SRS will provide a toll free phone number for Licensee to call
whenever a covered problem occurs. Normal service hours will be Monday-Friday, 8AM-
5PM PST, with the exception of common federal holidays (“Holidays”). However, for
instances with the Licensee’s system is complete inoperable due to a SRS software
problem (“critical problems”) preventing basic system operation service will be available
24 hours, 7 days a week, Holidays included.
2. SRS Response to reported problems. SRS agrees to provide service and assistance
as expeditiously as possible as follows:
a. Most problems will be resolved with the initial phone call.
b. For problems that cannot be immediately resolved, SRS will work to resolve the
problem based on the severity of the problem and the urgency reported by
Licensee.
● For critical problems, SRS personnel will work with Licensee until the
situation is resolved.
● For problems that are not critical problems that have a lesser though
continuing impact on operations of Licensee (“non-critical problems”), SRS
will endeavor to provide a solution or work around within 72 hours of the
problem being reported to SRS by the Licensee.
● For problems that are not critical problems and are not non-critical
problems (“minor problems”) SRS may, at its discretion, either issue a near
term "fix release" of the product or include the fix in the next scheduled
product update.
3. Licensee equipment and software responsibilities. Licensee agrees to allow SRS to
remotely connect to Licensee’s system when a problem is reported. SRS uses Bomgar
Remote Support Software for this purpose. Bomgar software provides superior security and
does so over an ordinary internet connection via a Sun Ridge server that hosts a Bomgar
security hardware device.
With Licensee’s permission, SRS will use this connection to examine data files related to
reported problems and to provide updates and corrections when necessary.
4. Provision of software updates. SRS will provide at no additional cost all new enhanced
and updated versions of software licensed to Licensee. This software will be provided
with detailed installation instructions for installation by Licensee. If desired, Licensee may
retain SRS to perform any installation at additional cost to be determined on a per case
basis. Updates are distributed via download from the SRS ftp web site. SRS will not be
obligated to provide service for release versions that are more than two annual release
versions older than the current release.
5. Cost. The cost of the services and software to be provided under this Support Services
Agreement is provided in Exhibit B.
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6. Term. The term of the Support Services Agreement shall be one year from Operational
Use payment as set forth in the Agreement, and shall be automatically renewed for
another year (the “renewal term”) upon payment of an invoice.
7. Termination. Licensee may terminate this Agreement with or without cause upon ninety
(90) days written notice to SRS. If terminated, Licensee is entitled to a prorated refund for
the service days not consumed beginning on the last day of the month the written notice
is received by SRS to the end of the remaining term of the Agreement.
8. Limitations. SRS agrees to provide support only for public safety application software
provided by SRS. Other software used by Licensee (word processing, spreadsheet, etc.)
is not included in this Agreement. PC and network operating system software and
Microsoft SQL Server database system software is similarly not included, although SRS
may assist Licensee in isolating problems to this software. Also specifically excluded is
responsibility for administration, support, or maintenance of your server, computer
network, operating systems, or database (Microsoft SQL Server).
Licensee may request that SRS provide support services outside the limitations of this
Support Services Agreement. If SRS agrees to provide any requested additional support
services, which SRS may do or decline to do in its sole discretion, such support services
will be provided at SRS’s then-current hourly labor rate and on such other terms and
conditions as SRS may require.
This Agreement does not include equipment maintenance or assistance in diagnosing
hardware problems including but not limited to PCs, printers, network, scanners and other
computer peripheral devices with the exception that SRS will assist Licensee in
determining whether a problem is RIMS application software in nature.