PROFESSIONAL SERVICES AGREEMENT...

PROFESSIONAL SERVICES AGREEMENT

CONTRACTOR: RAYTHEON JPS COMMUNICATIONS, INC.

TITLE: DIGITAL IN-CAR VIDEO SYSTEM

CITY CONTRACT No.--------

TABLE OF CONTENTS

Section Number and Name Page

1.0 PARTIES TO THE AGREEMENT AND REPRESENTATIVES ............................ 2 1.1 Parties to the Agreement... ......................................................................... 2 1.2 Representatives of the Parties and Service of Notices ............................... 2

2.0 TERM OF AGREEMENT AND SERVICES TO BE PROVIDED ........................... 3 2.1 Term of Agreement .................................................................................... 3 2.2 Statement of Work To Be Provided ............................................................ 3 2.3 Final Report Acceptance and Approval ..................................................... .4 2.4 City Use of Deliverables ............................................................................. 6 2.5 Survival of Provisions ................................................................................. 6

3.0 PERSONNEL ........................................................................................................ S 3.1 Key Personnel ............................................................................................ 6 3.2 Changes to Key Personnel... ...................................................................... ? 3.3 Subcontractors ........................................................................................... 7 3.4 Reference Checks ...................................................................................... 7

4.0 ACCESS TO CITY FACILITIES ............................................................................ 8 4.1 Access to City Facilities .............................................................................. 8

5.0 COMPENSATION AND METHOD OF PAYMENT ............................................... 8 5.1 Compensation and Method of Payment ..................................................... 8 5.2 Invoices ...................................................................................................... 9

6.0 WARRANTIES .................................................................................................... 10 6.1 Services Warranty .................................................................................... 1 0 6.2 System Component and Equipment Warranty ......................................... 1 0 6.3 System Warranty ...................................................................................... 11 6.4 Survival of Provisions and Disclaimer ...................................................... 11

7.0 RECORD RETENTION ....................................................................................... 12

8.0 SUSPENSION AND TERMINATION .................................................................. 12 8.1 Suspension ............................................................................................... 12 8.2 Termination for Convenience ................................................................. :. 12 8.3 Termination for Cause .............................................................................. 13 8.4 Notices of Suspension or Termination ...................................................... 13

9.0 WAIVER .............................................................................................................. 13

10.0 AMENDMENTS AND CHANGE REQUESTS ..................................................... 14 10.1 Amendments ............................................................................................ 14 10.2 Change Requests ..................................................................................... 14

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TABLE OF CONTENTS

Section Number and Name Page

11.0 SUCCESSORS AND ASSIGNS ......................................................................... 15 11.1 Contractor's Successors and Assigns ...................................................... 15 11.2 Survival of Provisions ............................................................................... 16

12.0 DISPUTES .......................................................................................................... 16 12.1 Disputes ................................................................................................... 16

13.0 CONFIDENTIALITY ............................................................................................ 16 13.1 Confidentiality of Department Information ................................................ 16

14.0 INDEMNIFICATION ............................................................................................ 17

15.0 INTELLECTUAL PROPERTY INDEMNIFICATION ........................................... 17

16.0 OWNERSHIP AND LICENSE ............................................................................. 18

17.0 LIMITATION OF LIABIUTY ................................................................................ 18

18.0 INSURANCE ....................................................................................................... 19

19.0 ENTIRE AGREEMENT ....................................................................................... 19 19. 1 Complete Agreement ............................................................................... 19 19.2 Number of Originals and Attachments ...................................................... 19 19.3 Order of Precedence ................................................................................ 19

SIGNATURE PAGE ............................................................................................ 21

ATTACHMENTS:

Attachment A- Standard Provisions For City Contracts (rev. 03/09)

Attachment B - Statement of Work

Attachment C - Deliverable and Payment Schedule

Attachment D- Sample Project Change Authorization Form

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AGREEMENT BETWEEN

THE CITY OF LOS ANGELES AND

RAYTHEON JPS COMMUNICATIONS INC.

THIS AGREEMENT is made and entered into by and between the City of Los Angeles, a municipal corporation, (hereinafter the "City"), acting by and through the Los Angeles Police Department (hereinafter the "Department" or "LAPD") and Raytheon JPS Communications Inc., (hereinafter the "Contractor.")

RECITALS

WHEREAS, LAPD has a desire to implement a Digitalin-Car Video System; and

WHEREAS, Contractor submitted a proposal in response to the Department's August 25, 2011 Request for Proposals (RFP No. 11-567-004); and

WHEREAS, the City evaluated all of the responses submitted to said RFP and found that the Contractor's proposal was the most advantageous to the City; and

. WHEREAS, The Board of Police Commissioners approved, on May 22, 2012, the recommendation by staff of the selection of Contractor; and

WHEREAS, the parties hereto wish to enter into an Agreement with Contractor to provide professional services to implement a Digitalin-Car Video System ("DICVS"), pursuant to the deliverables as described herein for consideration and upon the terms and conditions as hereinafter provided; and

WHEREAS, the services to be provided herein are of a professional, expert, temporary, and occasional nature.

NOW, THEREFORE, in consideration of the above promises and of the terms, covenants and considerations set forth herein, the parties do agree as follows:

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SECTION 1 INTRODUCTION

1.0 Parties to the Agreement and Representatives

1.1 The parties to this Agreement are:

A. City of Los Angeles, a municipal corporation, acting by and through the Los Angeles Police Department having its principal office at 100 West First Street, Los Angeles, California 90012.

B. Contractor, Raytheon JPS Communications Inc., a North Carolina corporation, having its principal office at 5800 Departure Drive, Raleigh, North Carolina, 27616.

1.2 Representatives of the Parties and Service of Notices

A. The representatives of the respective parties who are authorized to administer this Agreement and to whom formal notices, demands and communications shall be given are as follows:

B. The representative of the City shall be, unless otherwise stated in the Agreement:

Charlie Beck, Chief of Police Los Angeles Police Department 100 West First Street, 1oth Floor Los Angeles, CA 90012

With copies to:

Maggie Goodrich, Commanding Officer Information Technology Bureau Los Angeles Police Department 1 00 West First Street, Suite 842 Los Angeles, CA 90012 (213) 486-0353

The representatives of Contractor shall be:

Arthur Powers, Vice President & Corporate Secretary Raytheon JPS Communications, Inc. 5800 Departure Drive Raleigh, NC 27616 Phone: 919-865-1054 Email: [email protected]

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Lisa Travis, Contracts Manager Raytheon Company 11899 Woodruff Avenue Downey, CA 90241 Phone: 310-343-5164 Email: [email protected]

And:

Jake Slaughter, Program Manager Raytheon Company 1330 Inverness Drive Colorado Springs, CO 80910 Phone: 719-641-4635 Email: [email protected]

C. Formal notices, demands and communications to be given hereunder by either party must be made in writing and may be effected by personal delivery or by registered or certified mail, postage prepaid, return receipt requested and shall be deemed communicated as of the date of mailing.

D. If the name of the person designated to receive the notices, demands or communications or the address of such person is changed, written notice must be given, in accord with this section, within five (5) working days of said change.

SECTION 2 TERM OF AGREEMENT AND SERVICES TO BE PROVIDED

2.1 Term of Agreement

The term of this Agreement shall commence upon execution by all parties to the Agreement and end five (5) years after system acceptance of the final Division as identified in the Integrated Master Schedule (IMS) in Attachment B, Statement of Work and subject to the termination provisions herein.

2.2 Statement of Work to be Performed

A. During the term of this Agreement, Contractor shall provide the Services, implement the tasks, and provide the Deliverables identified herein and in Attachment B, Statement of Work ("SOW'), and Attachment C, Deliverable and Payment Schedule.

B. All work, tasks, and Deliverables are subject to City approval in accordance with the SOW. Failure to receive approval may result in the withholding of

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compensation for such Deliverable(s) pursuant to Section 5, Compensation and Method of Payment, of this Agreement.

C. Provided that such effort is within the scope of this Agreement, the Contractor shall perform such other work and deliver such other items within the scope of Services as are necessary to ensure that the deliverables provided under this Agreement meet the requirements set forth in this Agreement, and all Attachments.

D. In the event that City requires Services in addition to those specified in this Agreement, Contractor agrees to provide such services in accordance with Section 10, Amendments and Change Requests, of this Agreement. Prior to performance of additional work, this Agreement will be amended or a Project Change Authorization order issued, whichever is appropriate, to include the additional work and payment therefor.

E. Contractor's performance of the work under this Agreement must not interfere unnecessarily with the operation of LAPD or any other City department. If City, as a result of its own operations, delays, disrupts, or otherwise interferes with and materially affects Contractor's performance hereunder, adjustments will be determined by mutual agreement of the parties and may be accomplished by a Project Change Authorization order executed in accordance with Section 8, Amendments and Change Requests, of this Agreement. Contractor shall notify City immediately if delays, regardless of the cause, begin to put the implementation schedule in jeopardy.

2.3 Final Report Acceptance and Approval

A. Upon completion of all tasks, Services and Deliverables set forth in this Agreement, including Attachment B, Statement of Work, all amounts withheld for the Digitalin-Car Video System ("System") Deliverables shall be paid to Contractor within thirty (30) calendar days after City's written approval of Contractor's Notice of System Completion. The City's approval of the Notice of System Completion shall be issued by the City in accordance with this Section and after the Contractor has met the requirements for System completion established in this Section. City's review of the System's acceptability shall include, but is not limited to testing and accepting or rejecting the system, and confirming that the system meets the requirements as specified in Attachment B, Statement of Work, of this Agreement.

B. Upon completion of the System, Contractor must provide City with the Final System Sign-Off Report and Notice of System Completion for the System, certifying that:

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1. Contractor has completed all work as set forth in this Agreement, including all Attachments, related to the completed System, with the exception of System equipment warranty and System maintenance and support services required pursuant to this Agreement.

2. Contractor has provided Deliverables to City that meet the requirements set forth in this Agreement and Attachment 8, Statement of Work, for the System which Contractor seeks Final System Acceptance; and

3. Contractor has complied with all of the terms and conditions of this Agreement applicable to the completed System.

C. City shall either approve/sign or reject Contractor's Notice of System Completion for each division installation as defined in Attachment 8, Statement of Work, within fifteen (15) business days of submittal. If City approves Contractor's Notice of System Completion, it shall constitute formal acceptance of all of Contractor's tasks, services, and Deliverables related to the completed System for which the Final System Acceptance was provided.

If City rejects Contractor's Notice of System Completion, City shall issue within fifteen (15) business days, a Notice of System Rejection specifying requirement(s) within the Agreement that the Contractor has failed to satisfy. City and Contractor shall meet immediately, but in no event later than ten (10) business days after City issues the Notice of System Rejection, to discuss the reasons for rejecting the system. Contractor shall develop and have available at this meeting, a detailed plan identifying the specific actions to be taken by Contractor to address the issue(s) identified in the Notice of System Rejection.

If the City and the Contractor cannot agree on the resolution of issues necessary for City's approval of Contractor's Notice of System Completion, such differences shall be resolved in accordance with Section 12, Disputes, of this Agreement.

The City must approve Contractor's Notice of System Completion to begin the equipment warranty and system maintenance period as described in Attachment 8, Statement of Work.

If City fails to respond to Contractor's Notice of System Completion within fifteen (15) business days after submittal, Contractor shall submit an additional written notice to the City requiring the City to respond within an additional fifteen (15) business days. Failure of the City to provide a response within the total thirty (30) business day period shall be considered a deemed approval of the Contractor's Notice of System

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Completion (unless an alternate agreement method has been mutually agreed upon by the parties).

D. The Contractor shall have fulfilled its obligations under this Agreement, when the Contractor accomplishes all the tasks described in Attachment B, Statement of Work; completed all Deliverables listed in Attachment C, Deliverable and Payment Schedule; the City has issued final acceptance and approval in writing; and Contractor has completed its five (5) year maintenance of the system.

2.4 City Use of Deliverables

Subject to Section 2.3 of this Agreement, if City determines that a Deliverable, or any part thereof, requires correction prior to Acceptance of that Deliverable, City has the absolute right to use the Deliverable until such time as Contractor can remedy the identified deficiency.

2.5 Survival of Provisions

The provisions of Section 2 shall survive termination of this Agreement.

3.1 Key Personnel

A. Project Manager

SECTION 3 PERSONNEL

Contractor shall assign a full-time project manager with full authority to administer the Agreement for Contractor and with relevant experience in implementing DICVS.

B. Staff Size The size of the staff employed by Contractor in the performance of the Services must be kept consistent with Section 2.2, Statement of Work to be Performed.

C. Identification of Key Personnel Key Contractor personnel to be assigned to this Agreement are identified in Table 4-1 of Attachment B. Key Contractor personnel shall be available to perform under the terms and conditions of this Agreement immediately upon commencement of the term of this Agreement.

D. City considers the services of Contractor's Key Personnel listed in Table 4-1 of Attachment B essential to Contractor's performance under this Agreement. Contractor shall not reassign any key personnel without City's prior written

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consent. City shall have the right to approve or disapprove the reassignment of Contractor key personnel listed in Table 4-1 of Attachment B for any reason at its sole discretion. Notwithstanding the above, City's consent for removal/reassignment of Contractor's Key Personnel shall not be required when such Key Personnel: 1) is dismissed by Contractor for misconduct; 2) fails, in Contractor's sole discretion, to perform his or her duties and responsibilities pursuant to this Agreement; or 3) is unable to work.

3.2 Changes in Key Personnel Contractor agrees to minimize changes to its key project personnel. City shall have the right to request key project personnel changes and to review and approve key project personnel changes proposed by Contractor. City's approval of key project personnel assignments and changes shall not be unreasonably withheld.

3.3 Subcontractors

A. Subcontracts/Joint Participation Agreements With prior written approval of Department, Contractor may enter into subcontracts with other vendors for the performance of portions of this Agreement. Contractor shall at all times be responsible for the acts and errors or omissions of its subcontractors in the performance of this Agreement. Nothing in this Agreement shall constitute any contractual relationship between any subcontractors and Department or any obligation on the part of Department to pay, or to be responsible for the payment of, any sums to any subcontractors.

B. Provisions Bind on Subcontracts The provisions of this Agreement, which by their nature are required to be imposed upon subcontractors, shall apply to all subcontractors in the same manner as to Contractor. In particular, Department will not pay, even indirectly, the fees and expenses of a subcontractor that do not conform to the terms of this Agreement.

3.4 Background Checks

To the extent permitted by applicable law, the City may conduct background checks at its expense on the Contractor, its employees, designated replacement employees, agents, and subcontractors who will have, or may have, access to City information and data during performance of this Agreement. The Contractor recognizes the highly sensitive nature of such information and data and agrees to cooperate with the City and provide, to the extent permitted by applicable law, whatever information the City requires in order to conduct reference checks. The City may request changes to Contractor personnel pursuant to Section 3.2 of this Agreement in response to background check information, and the Contractor will accommodate such request for personnel changes. Both parties agree to keep


the results of any reference checks confidential in accordance with the provisions of Section 11, as permitted by applicable law.

SECTION 4 ACCESS TO CITY FACILITIES

4.1 Access To City Facilities

A City shall provide Contractor access to City facilities and personnel during City business hours, Monday through Friday, 8:00am to 5:00pm. City generally recognizes all State of California and National holidays.

B. In instances where Contractor requires access to City facilities and personnel during off-hours, Contractor shall provide City with forty-eight (48) hours notice prior to each requested access. Each such request shall be subject to approval by City.

C. Subject to availability and the discretion of City, City will provide the following for the Contractor project team while the Contractor project team is working on City premises:

1. Suitable office space, office supplies, furniture, telephone and other facilities.

D. If City rnakes software, hardware, networks or other resources available to Contractor, City is responsible for obtaining any licenses or approvals related to such resources that rnay be necessary for Contractor or its subcontractors to perform the Services, including the development of any Deliverables. Contractor will be relieved of its obligations to the extent City's failure to promptly obtain such licenses or approvals adversely affect Contractor's ability to perform it obligations.

SECTION 5 COMPENSATION AND METHOD OF PAYMENT

5.1 Compensation and Method of Payment

A City shall pay to Contractor as compensation for complete and satisfactory performance of the terms of this Agreement, an amount not to exceed Seven Million Nine Hundred Thirty-Five Thousand Seven Hundred Twenty-Two Dollars and Forty-One Cents ($7,935,722.41), including state and local taxes. The foregoing payment represents the total compensation to be paid by City to Contractor for services to be performed as designated in this Agreement.

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B. Contractor must notify Department within fifteen (15) business days when eighty percent (80%) of the maximum compensation has been reached.

C. Ten percent (10%) of the compensation for Services shall be withheld by City until City has issued its written notice of final system acceptance under Section 2.3 of this Agreement.

D. It is understood that City makes no commitment to fund this Agreement beyond the terms set herein. City's obligation to make payments under this Agreement shall be limited to the current appropriation(s) for that purpose. At the time of execution of this Agreement, the total appropriation(s) for this Agreement and City's obligations hereunder, is limited to the amount stated in Section 5.1 (A). If City appropriates additional funds for this Agreement, City's payment obligations may be expanded to the extent of such appropriation(s), subject to the terms and conditions of the Agreement, and an amendment implementing that change shall be executed by the parties. Contractor shall not provide any Services, goods or equipment, and City shall not pay for any Services, goods or equipment provided in excess of the funds appropriated by City for this Agreement.

E. The prices reflected in Attachment C, Deliverable and Payment Schedule, include any applicable discounts.

5.2 Invoices

A. A statement detailing the deliverable completed must accompany each invoice. Funds shall not be released until City has accepted and approved the equipment or services (Deliverable(s)) received according to Attachment B, Statement of Work and according to the procedures in this Section. The payments to Contractor shall thereafter be made upon submission of detailed invoices as follows:

1. An original invoice, on Contractor's letterhead and signed by the· Project Manager and/or Fiscal Manager for Contractor shall be delivered to the authorized representative for City within fifteen (15) calendar days after acceptance of each Deliverable listed in Attachment C, Deliverable and Payment Schedule. Contractor must include the following information on each invoice:

Date of invoice Invoice number Agreement number Date and description of equipment and services provided Amount of invoice Taxes

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2. Invoices will be submitted in accordance with the schedule set forth in Attachment C, Deliverable and Payment Schedule, and are due upon receipt of equipment deliverables or acceptance by the City of service deliverables. City payments to Contractor shall be paid within 30 days after receipt by City; provided however, that City may withhold any portion of an invoice that it disputes in good faith. In the event an invoice, or portion thereof is in dispute, City shall notify Contractor of the potential disapproval action and afford it an opportunity to be heard prior to official disapproval. City shall pay all undisputed portions of invoices in accordance with this Section.

B. Invoices shall be submitted to:

Wade Nakakura Information Technology Bureau Los Angeles Police Department 100 West First Street, Room 842 Los Angeles, CA90012

6.1 Services Warranty

SECTION 6 WARRANTIES

Contractor warrants that it performs each Contractor service using reasonable care and skill and according to the current description contained in Attachment B, Statement of Work. If the services are not performed in accordance with this warranty, the City shall provide the Contractor with written notice (but in no event more than sixty (60) days after the City reasonably becomes aware of the issue). Upon receipt of such written notice, the Contractor shall contact the City within five (5) business days to discuss the situation and, if necessary, provide a time period to remedy the defect through re-performance of the allegedly defective services in addition to the requirements articulated in the Statement of Work.

6.2 System Component and Equipment Warranty

Contractor warrants that each Deliverable, including hardware and speciallymanufactured system equipment, collectively "hardware," is free from defects in materials and workmanship and conforms to its program requirements as defined in Attachment B, Statement of Work, and the Requirements Traceability Matrix (Appendix A) of Attachment B, Statement of Work.

The warranty period for Contractor's hardware will commence upon City's written approval for each Division installation as defined in Attachment B, Statement of


Work. During the warranty period, Contractor shall provide repair and exchange services for said hardware, without charge provided that the City gives the Contractor written notice of any such failure to conform with program requirements. If hardware does not function as warranted during the warranty period and Contractor is unable to either 1) repair it or 2) replace it with one that is at least functionally equivalent, City may return it to Contractor at cost of Contractor and City's money will be refunded.

6.3 System Warranty

Contractor will provide five (5) years of System Warranty. The warranty covers the DICVS system, including all software, hardware, equipment, parts, and labor. Manufacturer warranties will be provided to LAPD.

The warranty period on equipment at each site will commence when the equipment is accepted and deemed operable by LAPD. (If the backend storage, management, and retrieval System is installed prior to the recording devices in the vehicles, then the warranty period will not commence until the recording devices are installed in the vehicles and the System is accepted and deemed operable by LAPD.)

The warranty on the entire System, or any component thereof, will not be voided if the System is removed and re-installed into a different vehicle, when the removal and reinstallation work is performed either by the vendor, or by City staff who have been approved by the vendor.

Provide and apply DICVS software and all other system software patches including updates as available to correct known issues at no additional cost.

Repair/RMA (Return Merchandise Authorization) process for failed hardware through business day phone support (Monday through Friday, 8:00AM to 5:00PM CST).

Completion begins at completion (sign off) of each Division and continues for five (5) years. Central storage at CHE warranty begins at Final System Sign Off and continues for five (5) years.

6.4 Survival of Provisions and Disclaimer

The provisions of Section 6 shall survive termination of this Agreement. The warranties provided are in lieu of PSC-22 and PSC-26 and are in lieu of any and all other warranties, expressed or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.


SECTION 7 RECORD RETENTION

Contractor shall also maintain records, including records of financial transactions, pertaining to the performance of the Agreement, in their original form, in accordance with requirements prescribed by the City in this Section. These records must be retained for a period of no less than thirty-six (36) months following final payment made by the City hereunder or the expiration date of this contract, whichever occurs last. Said records are subject to examination and audit by authorized City personnel or by the City's representative at any time during the term of this contract or within the thirty-six (36) months following the final payment made by the City hereunder or the termination date of this Agreement, whichever occurs last. Contractor shall provide reports requested by the City regarding performance of the Agreement as described above. Nothing contained herein shall allow the City access to Contractors cost or pricing methodologies, overheads, profit margins, employee records or internal audit results. Any subcontract entered into by Contractor, as identified in Section 3.3, shall include a like provision for work to be performed under this Contract.

8.1 Suspension

SECTION 8 SUSPENSION AND TERMINATION

City may suspend all or part of the project operations for failure by Contractor to comply with the terms and conditions of this Agreement by giving written notice, which shall be effective upon receipt.

A. Said notice shall set forth the specific conditions of non-compliance and the period provided for corrective action.

B. Within five (5) business days Contractor must reply in writing setting forth the corrective actions that shall be undertaken, subject to City approval in writing. Both parties agree to meet and confer with regard to the resolution of the suspension within a reasonable period of time following the receipt of the Contractors reply.

C. Performance under this Agreement shall be automatically suspended without any notice from City as of the date Contractor is not fully insured in compliance with this Agreement. Performance shall not resume without the prior written approval of City.

8.2 Termination for Convenience

A. Either party to this Agreement may terminate this Agreement or any part


hereof for convenience upon giving the other party at least thirty (30) days written notice prior to the effective date of such termination, which date shall be specified in such notice.

B. All completed Deliverables, or portions thereof, prepared by Contractor under this Agreement shall be delivered to City.

C. In the event that Contractor ceases to operate (i.e. dissolution of corporate status, declaration of bankruptcy, etc), Contractor shall provide to City copies of all materials related to completed Deliverables specified in this Agreement.

D. Upon termination, City shall compensate Contractor for any Services performed and Deliverables delivered in accordance with this Agreement for which Contractor did not receive payment prior to termination.

8.3 Termination for Cause

City may terminate this Agreement for cause by giving Contractor a written notice of breach that specifies the failure of the Contactor to conform with the requirements of this Agreement. Contractor shall have ten (1 0) business days from the date of City's notice of breach to cure, or diligently commence to cure such breach. City's notice of breach must include a time and location for the individuals identified in Section 1.2 of this Agreement to meet and discuss the notice of the breach. Such meeting must be scheduled within ten (1 0) business days of the date of the notice of breach. If Contractor is unable or unwilling to cure, or diligently commence to cure such breach, or meet within the ten (10) business day timeframe, City may terminate this Agreement on two (2) business days notice. If, after City has given notice of termination under the provisions of this Section 8.3, it is determined by City that Contractor was not in default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to Section 8.2.

8.4 Notices of Suspension or Termination

In the event that this Agreement is suspended or terminated, Contractor shall immediately notify all employees and participants and must notify in writing all other parties contracted with under the terms of Agreement within five (5) working days of such suspension or termination.

SECTION 9 WAIVER

9.1 A waiver of a default of any part, term or provision of this Contract shall not be construed as a waiver of any succeeding default or as a waiver of the part, term

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or provision itself unless agreed to in writing. A party's performance after the other party's default shall not be construed as a waiver of that default. No waiver by City or Contractor of any breach of any provision of this Agreement shall constitute a waiver of any other breach or of such provision unless there is a material breach of the contract. Failure of City or Contractor to enforce at any time, or from time to time, any provision of this Agreement shall not be construed as a waiver thereof.

10.1 Amendments

SECTION 10 AMENDMENTS AND CHANGE REQUESTS

Any change in the terms of this Agreement, including changes in the services to be performed by Contractor, and any increase or decrease in the amount of compensation which are agreed to by City and Contractor shall be incorporated into this Agreement by a written amendment properly executed and signed by the person(s) authorized to bind the parties thereto.

Contractor agrees to comply with all future City directives, or any rules, amendments or requirements promulgated by City affecting this Contract; provided that if such compliance impacts Contractor's performance, schedule or cost to perform, such compliance is subject to an agreed upon Project Change Authorization negotiated in good faith by the parties. If the parties are unable to agree upon a change request, City may exercise its right to terminate for convenience in accordance with Section 7.2 above.

10.2 Change Requests

A. City Technical Change Requests

During the term of this Agreement, City shall have the right to request changes to the work within the general scope of work contemplated by this Agreement and consistent with Section 2.2, Statement of Work to be Performed, of this Agreement. A "change," as that term is used in this Section means technical or other adjustments made within the Statement of Work to be Performed, and consistent with Section 2.2 of this Agreement, which do not extend the term of the Agreement or increase the authorized amount set forth in Section 5.1 (A) of this Agreement. City shall make a formal written request, per the procedure outlined, with respect to each change it desires to make.


B. Change Proposal

Within thirty(30) business days following Contractor's receipt of City's written Change Request, Contractor shall prepare and deliver to City a written statement that includes the following:

1. Total cost of the change;

2. Schedule impact of the change for current and subsequent Deliverables;

3. Impact of the change on any other part of this Agreement;

4. Estimated California Sales Tax impact, if any;

5. The period of time for which such statement is valid, but not less than sixty (60) days; and

6. City contract number and date of contract.

C. Method of Agreement to Changes

Upon approval of Contractor's written statement for a proposed change by City's authorized representatives as identified in Section 1.2(A) of this Agreement, or their designee established in writing, City shall deliver to Contractor a Project Change Authorization, Attachment D, specifying the change to be made and all of the particulars set forth in Section1 0.2(8) of this Agreement as mutually agreed upon, and this Agreement and all pertinent Attachments hereto shall be deemed modified accordingly. City and Contractor agree to make a good faith effort to reach a mutually agreed upon fixed price or time and materials services for any Change Request. Failure to agree on the price of such changes shall be treated as a dispute and subject to the provisions of Section 12, Disputes, of this Agreement, but in no event shall the Contractor be required to start on the changed work without the mutually agreed upon Project Change Authorization.

SECTION 11 SUCCESSORS AND ASSIGNS

11.1 Contractor's Successors and Assigns

All indemnifications and warranties provided by Contractor pursuant to this Agreement shall be assumed by and binding upon Contractor's successors and assigns.


11.2 Survival of Provisions

The provisions of this Section 11 shall survive termination of this Agreement.

12.1 Disputes

SECTION 12 DISPUTES

Both parties shall undertake to reach an amicable settlement in cases of Dispute. If an amicable settlement cannot be reached, or in the event of default that could result in termination of this Agreement, City and Contractor shall schedule a meeting of their representatives in a good faith attempt to resolve the issues in Dispute. The meeting shall allow for a detailed presentation of each party's views on the issues and potential solutions to the Dispute or default. If possible, the meeting should result in an agreed upon course of action to resolve the Dispute or default.

Contractor and City shall continue to perform any obligations under this Agreement during any Dispute.

The provisions of Sections 5.169 and 5.170 (Div. 5, Ch. 10, Art. 1) of the Los Angeles Administrative Code and Section 350 of the City Charter shall govern the procedure and rights of the parties with regard to claims arising from this Agreement.

SECTION 13 CONFIDENTIALITY

13.1 Confidentiality of Department Information

Unless otherwise required by applicable law, all material that either party makes available to the other in connection with carrying out this Agreement and that is either marked with a restrictive legend of the discloser or if not marked with such legend or is disclosed orally, is identified as confidential at the time of disclosure ("Confidential Information") shall be protected by the receiving party using the same care and discretion to avoid disclosure, publication or dissemination of the disclosing party's Confidential Information as the receiving party uses with its own similar information that it does not wish to disclose, publish or disseminate. In addition, neither party shall be required to keep confidential any data which is or becomes publicly available, is already in the receiving party's possession without obligation of confidentiality, is independently developed by the receiving party outside the scope of this Agreement, or is rightfully obtained from third


parties. Confidential material shall be held in confidence for five (5) years from the date of disclosure, unless a longer time period is required by law or statute, without the possibility of contractual waiver. The recipient of Confidential Information may disclose the Confidential Information to the extent required by law. However, the recipient will give the other party prompt notice to allow such other party a reasonable opportunity to obtain a protective order.

SECTION 14 INDEMNIFICATION

14.1 Except for the active negligence or willful misconduct of the City, or any of its Boards, Officers, Agents, Employees, Assigns and Successors in Interest, Contractor undertakes and agrees to defend, indemnify and hold harmless the City and any of its Boards, Officers, Agents, Employees, Assigns, and Successors in Interest from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited to, attorney's fees (for outside counsel) and cost of litigation (including all actual litigation costs incurred by the City, including but not limited to, costs of experts and consultants), damages or liability of any nature whatsoever, for death or injury to any person, including Contractor's employees and agents, or damage or destruction of any tangible property of either party hereto or of third parties, to the extent arising from or related to the negligent acts, errors, omissions or willful misconduct incident to the performance of this Contract by Contractor or its subcontractors of any tier. Rights and remedies available to the City under this provision are cumulative of those provided for elsewhere in this Contract and those allowed under the laws of the United States, the State of California, and the City. The provisions of this Section 14 shall survive expiration or termination of this Agreement provided that the actions giving rise to the claim occurred during the period of performance of the Agreement.

SECTION 15 INTELLECTUAL PROPERTY INDEMNIFICATION

15.1 The Contractor's duties to defend and indemnify the City in accordance with PSC-21 are conditioned upon the following: (a) the City promptly notifying Contractor in writing of the infringement claim; (b) Contractor has primary responsibility for defense, consistent with Section 271-273 of the Official City of Los Angeles Charter.(c) if the claimed infringement can be avoided by modifications to the design of the work the City agrees to such modifications provided that the form, fit and function of the work is not adversely affected in any material way; and (d) the City provides Contractor with reasonable assistance in the defense and settlement of the infringement claim, at Contractor's reasonable expense.


Contractor will have no duty to defend or indemnify for any infringement claim that (i) that results from compliance with the written design modifications directed by the City after the execution date of this Agreement (to the extent that the infringement would not have occurred but for the direction of the City); and (ii) that results from an addition to or change performed by the City or a third party to the work after delivery by the Contractor.

The foregoing states the entire liability of Contractor with respect to an infringement claim arising under this contract.

SECTION 16 OWNERSHIP AND LICENSE

16.1 Unless otherwise provided for herein, all Work Products originated and first created by Contractor or its subcontractors of any tier in the performance of this Contract shall be and remain the property of the City for its use in any manner it deems appropriate. Work Products are all works, tangible or not, created under this Contract including, without limitation, documents, material, data, reports, manuals, specifications, artwork, drawings, sketches, computer programs and databases, schematics, photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic designs, notes, websites, domain names, inventions, processes, formulas matters and combinations thereof, and all forms of intellectual property. Contractor hereby assigns, and agrees to assign, all goodwill, copyright, trademark, patent, trade secret and all other intellectual property rights worldwide in any Work Products first created by Contractor under this Contract, subject to the retention by Contractor of a non-exclusive, royalty free, perpetual license to use the foregoing. Contractor further agrees to execute any documents necessary for the City to perfect, memorialize, or record the City's ownership of rights provided herein.

For all Work Products delivered to the City that are not first created by Contractor or its subcontractors of any tier under this Contract, Contractor hereby grants a non-exclusive perpetual license to use such Work Products for any City purposes.

Except as discussed in this Section of the Agreement, Contractor shall not provide or disclose any Work Product assigned to the City to any unaffiliated third party without prior written consent of the City.

SECTION 17 LIMITATION OF LIABILITY

17.1 Notwithstanding anything in this Agreement to the contrary, and to the fullest extent permitted by applicable law, in no event shall Contractor's liability to the City for any indirectdamages exceed the total contract value.


SECTION 18 INSURANCE

18.1 The City will be included as an Additional Insured in the required General Liability policy but solely with respect to those matters for which the Contractor is required to provide Indemnification under this Agreement at the coverage limits set forth in Exhibit I of Attachment A (Form Gen. (Rev.3/09), Insurance maintained by the Contractor. Insurance maintained by the Contractor pursuant to this clause shall be considered primary and non-contributing with respect to any claim resulting from the Contractor's active negligence.

18.2 Raytheon agrees to maintain the required insurance coverage for the duration of this Agreement which is provided in full effect upon the execution date by both parties of this Agreement. Contractor will provide thirty (30) days' prior written notice directly to the City if the insurance company elects to cancel such policy prior to the policy expiration date, for any reason except impairment of an aggregate limit due to prior claims. These commitments shall apply in lieu of Items 8 and 9 of Attachment A, Exhibit I.

19.1 Complete Agreement

SECTION 19 ENTIRE AGREEMENT

This Agreement contains the full and complete Agreement between the parties. No verbal agreement or conversation with any officer or employee of either party shall affect or modify any of the terms and conditions of this Agreement.

19.2 Number of Originals and Attachments

This Agreement is executed in three (3) duplicate originals, each of which is deemed to be an original. Attachments A-E listed below are incorporated herein by this reference:

Attachment A- Standard Provisions for City Contracts (rev. 03/09)

Attachment B - Statement of Work

Attachment C - Deliverable and Payment Schedule

Attachment D- Sample Project Change Authorization Form

19.3 Order of Precedence

In the event of any inconsistency between the terms, attachments, specifications or provisions which constitute this Agreement, the following order of precedence


shall apply in the order listed herein:

1) This Agreement between the City of Los Angeles and Raytheon JPS Communications, Inc.

2) Attachment A, Standard Provisions for City Contracts (Rev. 3/09)

3) Attachment B, Statement of Work

4) Attachment C, Deliverable and Payment Schedule

Notwithstanding any other language in this Agreement, this Agreement shall be enforced and interpreted under the laws of the State of California.

City of Los Angeles Police Department Page 20 Raytheon - Digital In-Car Video System Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized representatives.

THE CITY OF LOS ANGELES

By: ~C~H~A~R~L~IE~B~E~C~K~-----------

Chief of Police

Date:---------------

APPROVED AS TO FORM:

MICHAEL N. FEUER, City Attorney

By: ~D~A~N~IE~L~K~R~E=I~N~BR~IN~G---------

DeputyCity Attorney

DATE: ____________________ _

ATTEST:

HOLLY WOLCOTT, City Clerk

By: _______ ~-------------Deputy City Clerk

Date:-----------------

RAYTHEON JPS COMMUNICATIONS, INC.

By:~~=-------------------NAME Title

Date: ____________ __

(2"d Corporate Officer)

By:~~=-------------------NAME Title

DATE: ____________________ ___

City Business Tax Registration Certificate (BTRC) Number: _________ _

Internal Revenue Service Taxpayer Identification Number: _____ _

Agreement Number: ____________ _


ATTACHMENT A

STANDARD PROVISIONS FOR CITY CONTRACTS (REVISED 03/09)

STANDARD PROVISIONS FOR CITY CONTRACTS

TABLE OF CONTENTS

PSC-1 CONSTRUCTION OF PROVISIONS AND TITLES HEREIN ..................... 1

PSC-2 NUMBER OF ORIGINALS ......................................................................... 1

PSC-3 APPLICABLE LAW, INTERPRETATION AND ENFORCEMENT .............. 1

PSC-4 TIME OF EFFECTIVENESS ...................................................................... 2

PSC-5 INTEGRATED CONTRACT ....................................................................... 2

PSC-6 AMENDMENT ............................................................................................ 2

PSC-7 EXCUSABLE DELAYS ............................................................................... 2

PSC-8 BREACH .................................................................................................... 2

PSC-9 WAIVER ..................................................................................................... 3

PSC-10 TERMINATION ........................................................................................... 3

PSC-11 INDEPENDENT CONTRACTOR ............................................................. .4

PSC-12 CONTRACTOR'S PERSONNEL ............................................................... .4

PSC-13 PROHIBITION AGAINST ASSIGNMENT OR DELEGATION .................... 5

PSC-14 PERMITS ................................................................................................... 5

PSC-15 CLAIMS FOR LABOR AND MATERIALS .................................................. 5

PSC-16 CURRENT LOS ANGELES CITY BUSINESS TAX REGISTRATION CERTIFICATE REQUIRED ........................................................................ 5

PSC-17 RETENTION OF RECORDS, AUDIT AND REPORTS .............................. 5

PSC-18 FALSE CLAIMS ACT ................................................................................. 6

PSC-19 BONDS ....................................................................................................... 6

PSC-20 INDEMNIFICATION ................................................................................... 6

PSC-21 INTELLECTUAL PROPERTY INDEMNIFICATION .................................... 6

STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09)

TABLE OF CONTENTS (Continued)

PSC-22 INTELLECTUAL PROPERTY WARRANTY ............................................... 7

PSC-23 OWNERSHIP AND LICENSE .................................................................... 7

PSC-24 INSURANCE .............................................................................................. 8

PSC-25 DISCOUNT TERMS ................................................................................... 8

PSC-26 WARRANTY AND RESPONSIBILITY OF CONTRACTOR ........................ 8

PSC-27 NON-DISCRIMINATION ............................................................................. 8

PSC-28 EQUAL EMPLOYMENT PRACTICES ........................................................ 9

PSC-29 AFFIRMATIVE ACTION PROGRAM ........................................................ 11

PSC-30 CHILD SUPPORT ASSIGNMENT ORDERS ........................................... 15

PSC-31 LIVING WAGE ORDINANCE AND SERVICE CONTRACTOR WORKER RETENTION ORDINANCE ..................................................... 16

PSC-32 AMERICANS WITH DISABILITIES ACT .................................................. 17

PSC-33 CONTRACTOR RESPONSIBILITY ORDINANCE ................................... 18

PSC-34 MINORITY. WOMEN. AND OTHER BUSINESS ENTERPRISE OUTREACH PROGRAM .......................................................................... 18

PSC-35 EQUAL BENEFITS ORDINANCE ............................................................ 18

PSC-36 SLAVERY DISCLOSURE ORDINANCE .................................................. 19

EXHIBIT 1 -INSURANCE CONTRACTUAL REQUIREMENTS .............................. 20

STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) ii

STANDARD PROVISIONS FOR CITY CONTRACTS

PSC-1. CONSTRUCTION OF PROVISONS AND TITLES HEREIN

All titles, subtitles, or headings in this Contract have been inserted for convenience, and shall not be deemed to affect the meaning or construction of any of the terms or provisions hereof. The language of this Contract shall be construed according to its fair meaning and not strictly for or against the CITY or CONTRACTOR. The word "CONTRACTOR" herein in this Contract includes the party or parties identified in the Contract. The singular shall include the plural; if there is more than one CONTRACTOR herein, unless expressly stated otherwise, their obligations and liabilities hereunder shall be joint and several. Use of the feminine, masculine, or neuter genders shall be deemed to include the genders not used.

PSC-2. NUMBER OF ORIGINALS

The number of original texts of this Contract shall be equal to the number of the parties hereto, one text being retained by each party. At the CITY'S option, one or more additional original texts of this Contract may also be retained by the City.

PSC-3 APPLICABLE LAW, INTERPRETATION AND ENFORCEMENT

Each party's performance hereunder shall comply with all applicable laws of the United States of America, the State of California, and the CITY, including but not limited to, laws regarding health and safety, labor and employment, wage and hours and licensing laws which affect employees. This Contract shall be enforced and interpreted under the laws of the State of California without regard to conflict of law principles. CONTRACTOR shall comply with new, amended, or revised laws, regulations, and/or procedures that apply to the performance of this Contract.

In any action arising out of this Contract, CONTRACTOR consents to personal jurisdiction, and agrees to bring all such actions, exclusively in state or federal courts located in Los Angeles County, California.

If any part, term or provision of this Contract is held void, illegal, unenforceable, or in conflict with any law of a federal, state or local government having jurisdiction over this Contract, the validity of the remaining parts, terms or provisions of the Contract shall not be affected thereby.

STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3/09) 1

PSC-4. TIME OF EFFECTIVENESS

Unless otherwise provided, this Contract shall take effect when all of the following events have occurred:

A. This Contract has been signed on behalf of CONTRACTOR by the person or persons authorized to bind CONTRACTOR hereto;

B. This Contract has been approved by the City Council or the the board, officer or employee authorized to give such approval;

C. The Office of the City Attorney has indicated in writing its approval of this Contract as to form; and

D. This Contract has been signed on behalf of the CITY by the person designated by the City Council, or by the board, officer or employee authorized to enter into this Contract.

PSC-5. INTEGRATED CONTRACT

This Contract sets forth all of the rights and duties of the parties with respect to the subject matter hereof, and replaces any and all previous Contracts or understandings, whether written or oral, relating thereto. This Contract may be amended only as provided for in paragraph PSC-6 hereof.

PSC-6. AMENDMENT

All amendments to this Contract shall be in writing and signed and approved pursuant to the provisions of PSC-4.

PSC-7. EXCUSABLE DELAYS

In the event that performance on the part of any party hereto is delayed or suspended as a result of circumstances beyond the reasonable control and without the fault and negligence of said party, none of the parties shall incur any liability to the other parties as a result of such delay or suspension. Circumstances deemed to be beyond the control of the parties hereunder include, but are not limited to, acts of God or of the public enemy; insurrection; acts of the Federal Government or any unit of State or Local Government in either sovereign or contractual capacity; fires; floods; earthquakes; epidemics; quarantine restrictions; strikes; freight embargoes or delays in transportation, to the extent that they are not caused by the party's willful or negligent acts or omissions, and to the extent that they are beyond the party's reasonable control.

PSC-8. BREACH

Except for excusable delays as described in PSC-7, if any party fails to perform, in whole or in part, any promise, covenant, or agreement set forth herein, or should any representation made by it be untrue, any aggrieved party may avail itself of all rights

STANDARD PROVISIONS FOR CITY CONTRACTS {Rev. 3/09) 2

and remedies, at law or equity, in the courts of law. Said rights and remedies are cumulative of those provided for herein except that in no event shall any party recover more than once, suffer a penalty or forfeiture, or be unjustly compensated.

PSC-9. WAIVER

A waiver of a default of any part, term or provision of this Contract shall not be construed as a waiver of any succeeding default or as a waiver of the part, term or provision itself. A party's performance after the other party's default shall not be construed as a waiver of that default.

PSC-10. TERMINATION

A. TERMINATION FOR CONVENIENCE

The CITY may terminate this Contract for the CITY'S convenience at any time by giving CONTRACTOR thirty days written notice thereof. Upon receipt of said notice, CONTRACTOR shall immediately take action not to incur any additional obligations, cost or expenses, except as may be reasonably necessary to terminate its activities. The CITY shall pay CONTRACTOR its reasonable and allowable costs through the effective date of termination and those reasonable and necessary costs incurred by CONTRACTOR to affect such termination. Thereafter, CONTRACTOR shall have no further claims against the CITY under this Contract. All finished and unfinished documents and materials procured for or produced under this Contract, including all intellectual property rights thereto, shall become CITY property upon the date of such termination. CONTRACTOR agrees to execute any documents necessary for the CITY to perfect, memorialize, or record the CITY'S ownership of rights provided herein.

B. TERMINATION FOR BREACH OF CONTRACT

1. Except for excusable delays as provided in PSC-7, if CONTRACTOR fails to perform any of the provisions of this Contract or so fails to make progress as to endanger timely performance of this Contract, the CITY may give CONTRACTOR written notice of such default. If CONTRACTOR does not cure such default or provide a plan to cure such default which is acceptable to the CITY within the time permitted by the CITY, then the CITY may terminate this Contract due to CONTRACTOR'S breach of this Contract.

2. If a federal or state proceeding for relief of debtors is undertaken by or against CONTRACTOR, or if CONTRACTOR makes an assignment for the benefit of creditors, then the CITY may immediately terminate this Contract.

3. If CONTRACTOR engages in any dishonest conduct related to the performance or administration of this Contract or violates the CITY'S lobbying policies, then the CITY may immediately terminate this Contract.

4. In the event the CITY terminates this Contract as provided in this section, the CITY may procure, upon such terms and in such manner as the CITY may deem appropriate, services similar in scope and leve~·-of effort to those so terminated, and


CONTRACTOR shall be liable to the CITY for all of its costs and damages, including, but not limited, any excess costs for such services.

5. All finished or unfinished documents and materials produced or procured under this Contract, including all intellectual property rights thereto, shall become CITY property upon date of such termination. CONTRACTOR agrees to execute any documents necessary for the CITY to perfect, memorialize, or record the CITY'S ownership of rights provided herein.

6. If, after notice of termination of this Contract under the provisions of this section, it is determined for any reason that CONTRACTOR was not in default under the provisions of this section, or that the default was excusable under the terms of this Contract, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to PSC-10(A) Termination for Convenience.

7. The rights and remedies of the CITY provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law or under this Contract.

PSC-11. INDEPENDENT CONTRACTOR

CONTRACTOR is acting hereunder as an independent contractor and not as an agent or employee of the CITY. CONTRACTOR shall not represent or otherwise hold out itself or any of its directors, officers, partners, employees, or agents to be an agent or employee of the CITY.

PSC-12. CONTRACTOR'S PERSONNEL

Unless otherwise provided or approved by the CITY, CONTRACTOR shall use its own employees to perform the services described in this Contract. The CITY shall have the right to review and approve any personnel who are assigned to work under this Contract. CONTRACTOR agrees to remove personnel from performing work under this Contract if requested to do so the CITY.

CONTRACTOR shall not use subcontractors to assist in performance of the Contract without the prior written approval of the CITY. If the CITY permits the use of subcontractors, CONTRACTORS shall remain responsible for performing all aspects of

this Contract. The CITY has the right to approve CONTRACTOR'S subcontractors, and the CITY reserves the right to request replacement of subcontractors. The CITY does not have any obligation to pay CONTRACTOR'S subcontractors, and nothing herein creates any privity between the CITY and the subcontractors.

PSC-13. PROHIBITION AGAINST ASSIGNMENT OR DELEGATION

CONTRACTOR may not, unless it has first obtained the written permission of the CITY:

A. Assign or otherwise alienate any of its rights under this Contract, including the right to payment; or


B. Contract.

Delegate, subcontract, or otherwise transfer any of its duties under this

PSC-14. PERMITS

CONTRACTOR and its directors, officers, partners, agents, employees, and subcontractors, to the extent allowed hereunder, shall obtain and maintain all licenses, permits, certifications and other documents necessary for CONTRACTOR'S performance hereunder and shall pay any fees required therefor. CONTRACTOR certifies to immediately notify the CITY of any suspension, termination, lapses, nonrenewals, or restrictions of licenses, permits, certificates, or other documents.

PSC-15. CLAIMS FOR LABOR AND MATERIALS

CONTRACTOR shall promptly pay when due all amounts payable for labor and materials furnished in the performance of this Contract so as to prevent any lien or other claim under any provision of law from arising against any CITY property (including reports, documents, and other tangible or intangible matter produced by CONTRACTOR hereunder), against CONTRACTOR'S rights to payments hereunder, or against the CITY, and shall pay all amounts due under the Unemployment Insurance Act with respect to such labor.

PSC-16. CURRENT LOS ANGELES CITY BUSINESS TAX REGISTRATION CERTIFICATE REQUIRED

If applicable, CONTRACTOR represents that it has obtained and presently holds the Business Tax Registration Certificate(s) required by the CITY'S Business Tax Ordinance, Section 21.00 et seq. of the Los Angeles Municipal Code. For the term covered by this Contract, CONTRACTOR shall maintain, or obtain as necessary, all such Certificates required of it under the Business Tax Ordinance, and shall not allow any such Certificate to be revoked or suspended.

PSC-17. RETENTION OF RECORDS, AUDIT AND REPORTS

CONTRACTOR shall maintain all records, including records of financial transactions, pertaining to the performance of this Contract, in their original form, in accordance with

requirements prescribed by the CITY. These records shall be retained for a period of no less than three years following final payment made by the CITY hereunder or the expiration date of this Contract, whichever occurs last. Said records shall be subject to examination and audit by authorized CITY personnel or by the CITY'S representative at any time during the term of this Contract or within the three years following final payment made by the CITY hereunder or the expiration date of this Contract, whichever occurs last. CONTRACTOR shall provide any reports requested by the CITY regarding performance of this Contract. Any subcontract entered into by CONTRACTOR, to the extent allowed hereunder, shall include a like provision for work to be performed under this Contract.

PSC-18. FALSE CLAIMS ACTFALSE CLAIMS ACT


CONTRACTOR acknowledges that it is aware of liabilities resulting from submitting a false claim for payment by the CITY under the False Claims Act (Cal. Gov. Code §§ 12650 et seq.), including treble damages, costs of legal actions to recover payments, and civil penalties of up to $10,000 per false claim.

PSC-19. BONDS

All bonds which may be required hereunder shall conform to CITY requirements established by Charter, ordinance or policy, and shall be filed with the Office of the City Administrative Officer, Risk Management for its review and acceptance in accordance with Sections 11.47 through 11.56 of the Los Angeles Administrative Code.

PSC-20. INDEMNIFICATION

Except for the active negligence or willful misconduct of the CITY, or any of its Boards, Officers, Agents, Employees, Assigns and Successors in Interest, CONTRACTOR undertakes and agrees to defend, indemnify and hold harmless the CITY and any of its Boards, Officers, Agents, Employees, Assigns, and Successors in Interest from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited to, attorney's fees (both in house and outside counsel) and cost of litigation (including all actual litigation costs incurred by the CITY, including but not limited to, costs of experts and consultants), damages or liability of any nature whatsoever, for death or injury to any person, including CONTRACTOR'S employees and agents, or damage or destruction of any property of either party hereto or of third parties, arising in any manner by reason of the negligent acts, errors, omissions or willful misconduct incident to the performance of this Contract by CONTRACTOR or its subcontractors of any tier. Rights and remedies available to the CITY under this provision are cumulative of those provided for elsewhere in this Contract and those allowed under the laws of the United States, the State of California, and the CITY. The provisions of PSC-20 shall survive expiration or termination of this Contract.

PSC-21. INTELLECTUAL PROPERTY INDEMNIFICATION

CONTRACTOR, at its own expense, undertakes and agrees to defend, indemnify, and hold harmless the CITY, and any of its Boards, Officers, Agents, Employees, Assigns,

and Successors in Interest from and against all suits and causes of action, claims, losses, demands and expenses, including, but not limited to, attorney's fees (both in house and outside counsel) and cost of litigation (including all actual litigation costs incurred by the CITY, including but not limited to, costs of experts and consultants), damages or liability of any nature whatsoever arising out of the infringement, actual or alleged, direct or contributory, of any intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information right (1) on or in any design, rnediurn, matter, article, process, method, application, equipment, device, instrumentation, software, hardware, or firmware used by CONTRACTOR, or its subcontractors of any tier, in performing the work under this Contract; or (2) as a result of the CITY'S actual or intended use of any Work Product furnished by CONTRACTOR, or its subcontractors of any tier, under the Agreement. Rights and remedies available to the CITY under this provision are cumulative of those


provided for elsewhere in this Contract and those allowed under the laws of the United States, the State of California, and the CITY. The provisions of PSC-2.1 shall survive expiration of termination of this Contract.

PSC-22. INTELLECTUAL PROPERTY WARRANTY

CONTRACTOR represents and warrants that its performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third part's intellectual property rights, including, without limitation, patents, copyrights, trademarks, trade secrets, rights of publicity and proprietary information.

PSC-23. OWNERSHIP AND LICENSE

Unless otherwise provided for herein, all Work Products originated and prepared by ;jQNTRACTOR or its subcontractors of any tier under this Contract shall be and remain Hie exclusive property of the CITY for its use in any manner it deems appropriate. Work Products are all works, tangible or not, created under this Contract including, without limitation, documents, material, data, reports, manuals, specifications, artwork, drawings, sketches, computer programs and databases, schematics, photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic designs, notes, websites, domain names, inventions, processes, formulas matters and combinations thereof, and all forms of intellectual property. CONTRACTOR hereby assigns, and agrees to assign, all goodwill, copyright, trademark, patent, trade secret and all other intellectual property rights worldwide in any Work Products originated and prepared by CONTRACTOR under this Contract. CONTRACTOR further agrees to execute any documents necessary for the CITY to perfect, memorialize, or record the CITY'S ownership of rights provided herein.

For all Work Products delivered to the CITY that are not originated or prepared by CONTRACTOR or its subcontractors of any tier under this Contract, CONTRACTOR hereby grants a non-exclusive perpetual license to use such Work Products for any CITY purposes.


CONTRACTOR shall not provide or disclose any Work Product to any third party without prior written consent of the CITY.

Any subcontract entered into by CONTRACTOR relating to this Contract, to the extent allowed hereunder, shall include a like provision for work to be performed under this Contract to contractually bind or otherwise oblige its subcontractors performing work under this Contract such that the CITY'S ownership and license rights of all Work Products are preserved and protected as intended herein. Failure of CONTRACTOR to comply with this requirement or to obtain the compliance of its subcontractors with such obligations shall subject CONTRACTOR to the imposition of any and all sanctions allowed by law, including but not limited to termination of CONTRACTOR'S contract with the CITY.

PSC-24. INSURANCE

During the term of this Contract and without limiting CONTRACTOR'S indemnification of the CITY, CONTRACTOR shall provide and maintain at its own expense a program of insurance having the coverages and limits customarily carried and actually arranged by CONTRACTOR, but not less than the amounts and types listed on the Required Insurance and Minimum Limits sheet (Form General 146 in Exhibit 1 hereto), covering its operations hereunder. Such insurance shall conform to CITY requirements established by Charter, ordinance or policy, shall comply with the Insurance Contractual Requirements (Form General 133 in Exhibit 1 hereto) and shall otherwise be in a form acceptable to the Office of the City Administrative Officer, Risk Management. CONTRACTOR shall comply with all Insurance Contractual Requirements shown on Exhibit 1 hereto. Exhibit 1 is hereby incorporated by reference and made a part of this Contract.

PSC-25. DISCOUNT TERMS

CONTRACTOR agrees to offer the CITY any discount terms that are offered to its best customers for the goods and services to be provided hereunder and apply such discount to payments made under this Contract which meet the discount terms.

PSC-26. WARRANTY AND RESPONSIBILITY OF CONTRACTOR

CONTRACTOR warrants that the work performed hereunder shall be completed in a manner consistent with professional standards practiced among those firms within CONTRACTOR'S profession, doing the same or similar work under the same or similar circumstances.

PSC-27. NON-DISCRIMINATION

Unless otherwise exempt, this Contract is subject to the non-discrimination provisions in Sections 10.8 through 1 0.8.2 of the Los Angeles Administrative Code, as amended from time to time. The CONTRACTOR shall comply with the applicable non-discrimination and affirmative action provisions of the laws of the United States of America, the State of California, and the CITY. In performing this Contract, CONTRACTOR shall not


discriminate in its employment practices against any employee or applicant for employment because of such person's race, religion, national origin, ancestry, sex, sexual orientation, age, disability, domestic partner status, marital status or medical condition. Any subcontract entered into by CONTRACTOR, to the extent allowed hereunder, shall include a like provision for work to be performed under this Contract.

Failure of CONTRACTOR to comply with this requirement or to obtain the compliance of its subcontractors with such obligations shall subject CONTRACTOR to the imposition of any and all sanctions allowed by law, including but not limited to termination of CONTRACTOR'S contract with the CITY.

PSC-28. EQUAL EMPLOYMENT PRACTICES

Unless otherwise exempt, this Contract is subject to the equal employment practices provisions in Section 10.8.3 of the Los Angeles Administrative Code, as amended from time to time.

A. During the performance of this Contract, CONTRACTOR agrees and represents that it will provide equal employment practices and CONTRACTOR and each subcontractor hereunder will ensure that in his or her employment practices persons are employed and empoyees are treated equally and without regard to or because of race, religion, ancestry, national origin, sex, sexual orientation, age disability, marital status or medical condition.

1. This provision applies to work or service performed or materials manufactured or assembled in the United States.

2. Nothing in this section shall require or prohibit the establishment of new classifications of employees in any given craft, work or service category.

3. CONTRACTOR agrees to post a copy of Paragraph A hereof in conspicuous places at its place of business available to employees and applicants for employment.

B. CONTRACTOR will, in all solicitations cir advertisements for employees placed by or on behalf of CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to their race, religion, ancestry, national origin, sex, sexual orientation, age, disability, marital status or medical condition.

C. As part of the CITY'S supplier registration process, and/or at the request of the awarding authority, or the Board of Public Works, Office of Contract Compliance, CONTRACTOR shall certify in the specified format that he or she has not discriminated in the performance of CITY contracts against any employee or applicant for employment on the basis or because of


race, religion, national ongm, ancestry, sex, sexual orientation, age, disability, marital status or medical condition.

D. CONTRACTOR shall permit access to and may be required to provide certified copies of all of his or her records pertaining to employment and to employment practices by the awarding authority or the Office of Contract Compliance for the purpose of investigation to ascertain compliance with the Equal Employment Practices provisions of CITY contracts. On their or either of their request CONTRACTOR shall provide evidence that he or she has or will comply therewith.

E. The failure of any CONTRACTOR to comply with the Equal Employment Practices provisions of this Contract may be deemed to be a material breach of CITY contracts. Such failure shall only be established upon a finding to that effect by the awarding authority, on the basis of its own investigation or that the Board of Public Works, Office of Contract Compliance. No such finding shall be made or penalties assessed except upon a full and fair hearing after notice and an opportunity to be heard has been given to CONTRACTOR.

F. Upon a finding duly made that CONTRACTOR has failed to comply with the Equal Employment Practices provisions of a CITY contract, the contract may be forthwith canceled, terminated or suspended, in whole or in part, by the awarding authority, and all monies due or to become due hereunder may be forwarded to and retained by the CITY. In addition thereto, such failure to comply may be the basis for a determination by the awarding authority or the Board of Public Works that the CONTRACTOR is an irresponsible bidder or proposer pursuant to the provisions of Section 371 of the Charter of the City of Los Angeles. In the event of such a determination, CONTRACTOR shall be disqualified from being awarded a contract with the CITY for a period of two years, or until CONTRACTOR shall establish and carry out a program in conformance with the provisions hereof.

G. Notwithstanding any other provision of this Contract, the CITY shall have any and all other remedies at law or in equity for any breach hereof.

H. Intentionally blank.

I. Nothing contained in this Contract shall be construed in any manner so as to require or permit any act which is prohibited by law.

J. At the time a supplier registers to do business with the CITY, or when an individual bid or proposal is submitted, CONTRACTOR shall agree to adhere to the Equal Employment Practices specified herein during the performance or conduct of CITY Contracts.


K. Equal Employment Practices shall, without limitation as to the subject or nature of employment activity, be concerned with such employment practices as:

1. Hiring practices;

2. Apprenticeships where such approved programs are functioning, and other on-the-job training for non-apprenticeable occupations;

3. Training and promotional opportunities;

4. Reasonable accommodations for persons with disabilities.

L. Any subcontract entered into by CONTRACTOR to the extent allowed hereunder, shall include a like provision for work to be performed under this Contract. Failure of CONTRACTOR to comply with this requirement or to obtain the compliance of its subcontractors with all such obligations shall subject CONTRACTOR to the imposition of any and all sanctions allowed by law, including but not limited to termination of the CONTRACTOR Contract with the CITY.

PSC-29. AFFIRMATIVE ACTION PROGRAM

Unless otherwise exempt, this Contract is subject to the affirmative action program provisions in Section 1 0.8.4 of the Los Angeles Administrative Code, as amended from time to time.

A. During the performance of a CITY contract, CONTRACTOR certifies and represents that CONTRACTOR and each subcontractor hereunder will adhere to an affirmative action program to ensure that in its employment practices, persons are employed and employees are treated equally and without regard to or because of race, religion, ancestry, national origin, sex, sexual orientation, age, disability, marital status or medical condition.

1. This provision applies to work or services performed or materials manufactured or assembled in the United States.

2. Nothing in this section shall require or prohibit the establishment of new classifications of employees in any given craft, work or service category.

3. CONTRACTOR shall post a copy of Paragraph A hereof in conspicuous places at its place of business available to employees and applicants for employment.

B. CONTRACTOR will, in all solicitations or advertisements for employees placed by or on behalf of CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to


their race, religion, ancestry, national origin, sex, sexual orientation, age, disability, marital status or medical condition.

C. As part of the CITY'S supplier registration process, and/or at the request of the awarding authority or the Office of Contract Compliance, CONTRACTOR shall certify on an electronic or hard copy form to be supplied, that CONTRACTOR has not discriminated in the performance of CITY contracts against any employee or applicant for employment on the basis or because of race, religion, ancestry, national origin, sex, sexual orientation, age disability, marital status or medical condition.

D. CONTRACTOR shall permit access to and may be required to provide certified copies of all of its records pertaining to employment and to its employment practices by the awarding authority or the Office of Contract Compliance, for the purpose of investigation to ascertain compliance with the Affirmative Action Program provision of CITY contracts, and on their or either of their request to provide evidence that it has or will comply therewith.

E. The failure of any CONTRACTOR to comply with the Affirmative Action Program provisions of CITY contracts may be deemed to be a material breach of contract. Such failure shall only be established upon a finding to that effect by the awarding authority, on the basis of its own investigation or that of the Board of Public Works, Office of Contract Compliance. No such finding shall be made except upon a full and fair hearing after notice and an opportunity to be heard has been given to CONTRACTOR.

F. Upon a finding duly made that CONTRACTOR has breached the Affirmative Action Program provisions of a CITY contract, the contract may be forthwith cancelled, terminated or suspended, in whole or in part, by the awarding authority, and all monies due or to become due hereunder may be forwarded to and retained by the CITY.· In addition thereto, such breach may be the basis for a determination by the awarding authority or the Board of Public Works that the said CONTRACTOR is an irresponsible bidder or proposer pursuant to the provisions of Section 371 of the Los Angeles City Charter. In the event of such determination, such CONTRACTOR shall be disqualified from being awarded a contract with the CITY for a period of two years, or until he or she shall establish and carry out a program in conformance with the provisions hereof.

G. In the event of a finding by the Fair Employment and Housing Commission of the State of California, or the Board of Public Works of the City of Los Angeles, or any court of competent jurisdiction, that CONTRACTOR has been guilty of a willful violation of the California Fair Employment and Housing Act, or the Affirmative Action Program provisions of a CITY contract, there may be deducted from the amount payable to CONTRACTOR by the CITY under the contract, a penalty of ten dollars


($10.00) for each person for each calendar day on which such person was discriminated against in violation of the provisions of a CITY contract.

H. Notwithstanding any other provisions of a CITY contract, the CITY shall have any and all other remedies at law or in equity for any breach hereof.

I. Intentionally blank.

J. Nothing contained in CITY contracts shall be construed in any manner so as to require or permit any act which is prohibited by law.

K. CONTRACTOR shall submit an Affirmative Action Plan which shall meet the requirements of this chapter at the time it submits its bid or proposal or at the time it registers to do business with the CITY. The plan shall be subject to approval by the Office of Contract Compliance prior to award of the contract. The awarding authority may also require contractors and suppliers to take part in a pre-registration, pre-bid, pre-proposal, or preaward conference in order to develop, improve or implement a qualifying Affirmative Action Plan. Affirmative Action Programs developed pursuant to this section shall be effective for a period of twelve months from the date of approval by the Office of Contract Compliance. In case of prior submission of a plan, CONTRACTOR may submit documentation that it has an Affirmative Action Plan approved by the Office of Contract Compliance with in the previous twelve months. If the approval is 30 days or less from expiration, CONTRACTOR must submit a new Plan to the Office of Contract Compliance and that Plan must be approved before the contract is awarded.

1. Every contract of $5,000 or more which may provide construction, demolition, renovation, conservation or major maintenance of any kind shall in addition comply with the requirements of Section 10.13 of the Los Angeles Administrative Code.

2. CONTRACTOR may establish and adopt as its own Affirmative Action Plan, by affixing his or her signature thereto, an Affirmative Action Plan prepared and furnished by the Office of Contract Compliance, or it may prepare and submit its own Plan for Approval.

L. The Office of Contract Compliance shall annually supply the awarding authorities of the CITY with a list of contractors and suppliers who have developed Affirmative Action Programs. For each contractor and supplier the Office of Contract Compliance shall state the date the approval expires. The Office of Contract Compliance shall not withdraw its approval for any Affirmative Action Plan or change the Affirmative Action Plan after the date of contract award for the entire contract term without the mutual agreement of the awarding authority and CONTRACTOR.


M. The Affirmative Action Plan required to be submitted hereunder and the pre-registration, pre-bit, pre-proposal or pre-award conference which may be required by the Board of Public Works, Office of Contract Compliance or the awarding authority shall, without limitation as to the subject or nature of employment activity, be concerned with such employment practices as:

1. Apprenticeship where approved programs are functioning, and other on-the-job training for non-apprenticeable occupations;

2. Classroom preparation for the job when not apprenticeable;

3. Pre-apprenticeship education and preparation;

4. Upgrading training and opportunities;

5. Encouraging the use of contractors, subcontractors and suppliers of all racial and ethnic groups, provided, however, that any contract subject to this ordinance shall require the contractor, subcontractor or supplier to provide not less than the prevailing wage, working conditions and practices generally observed in private industries in the contractor's, subcontractor's or supplier's geographical area for such work;

6. The entry of qualified women, minority and all other journeymen into the industry; and

7. The provision of needed supplies or job conditions to permit persons with disabilities to be employed, and minimize the impact of any disability.

N. Any adjustments which may be made in the contractor's or supplier's workforce to achieve the requirements of the CITY'S Affirmative Action Contract Compliance Program in purchasing and construction shall be accomplished by either an increase in the size of the workforce or replacement of those employees who leave the workforce by reason of resignation, retirement or death and not by termination, layoff, demotion or change in grade.

0. Affirmative Action Agreements resulting from the proposed Affirmative Action Plan or the pre-registration, pre-bid, pre-proposal or pre-award conferences shall not be confidential and may be publicized by the contractor at his or her discretion. Approved Affirmative Action Agreements become the property of the CITY and may be used at the discretion of the CITY in its Contract Compliance Affirmative Action Program.

P. Intentionally blank.


Q. All contractors subject to the provisions of this section shall include a like provision in all subcontract awarded for work to be performed under the contract with the CITY and shall impose the same obligations, including but not limited to filing and reporting obligations, on the subcontractors as are applicable to the contractor. Failure of the contractor to comply with this requirement or to obtain the compliance of its subcontractors with all such obligations shall subject the contractor to the imposition of any and all sanctions allowed by law, including but not limited to termination of the contractor's contract with the CITY.

PSC-30. CHILD SUPPORT ASSIGNMENT ORDERS

This Contract is subject to the Child Support Assignment Orders Ordinance, Section 10.10 of the Los Angeles Administrative Code, as amended from time to time. Pursuant to the Child Support Assignment Orders Ordinance, CONTRACTOR will fully comply with all applicable State and Federal employment reporting requirements for CONTRACTOR'S employees. CONTRACTOR shall also certify (1) that the Principal Owner(s) of CONTRACTOR are in compliance with any Wage and Earnings Assignment Orders and Notices of Assignment applicable to them personally; (2) that CONTRACTOR will fully comply with all lawfully served Wage and Earnings Assignment Orders and Notices of Assignment in accordance with Section 5230, et seq. of the California Family Code; and (3) that CONTRACTOR will maintain such compliance throughout the term of this Contract.

Pursuant to Section 10.1 O(b) of the Los Angeles Administrative Code, the failure of CONTRACTOR to comply with all applicable report requirements or to implement lawfully served Wage and Earnings Assignment Orders or Notices of Assignment, or the failure of any Principal Owner(s) of CONTRACTOR to comply with any Wage and Earnings Assignment Orders or Notices of Assignment applicable to them personally, shall constitute a default by the CONTRACTOR under this Contract, subjecting this Contract to termination if such default shall continue for mare than ninety (90) days after notice of such default to CONTRACTOR by the CITY.

Any subcontract entered into by CONTRACTOR, to the extent allowed hereunder, shall include a like provision for work to be performed under this Contract. Failure of CONTRACTOR to obtain compliance of its subcontractors shall constitute a default by CONTRACTOR under this Contract, subjecting this Contract to termination where such default shall continue for more than ninety (90) days after notice of such default to CONTRACTOR by the CITY.

CONTRACTOR certifies that, to the best of its knowledge, it is fully complying with the Earnings Assignment Orders of all employees, and it providing the names of all new employees to the New Hire Registry maintained by the Employment Development Department as set forth in Section 711 O(b) of the California Public Contract Code.


PSC-31. LIVING WAGE ORDINANCE AND SERVICE CONTRACTOR WORKER RETENTION ORDINANCE

A. Unless otherwise exempt, this Contract is subject to the applicable provisions of the Living Wage Ordinance (LWO), Section 10.37 et seq. of the Los Angeles Administrative Code, as amended from time to time, and the Service Contractor Worker Retention Ordinance (SCWRO), Section 10.36 et seq., of the Los Angeles Administrative Code, as amended from time to time. These Ordinances require the following:

1. CONTRACTOR assures payment of a minimum initial wage rate to employees as defined in the LWO and as may be adjusted each July 1 and provision of compensated and uncompensated days off and health benefits, as defined in the LWO.

2. CONTRACTOR further pledges that it will comply with federal law proscribing retaliation for union organizing and will not retaliate for activities related to the LWO. CONTRACTOR shall require each of its subcontractors within the meaning of the LWO to pledge to comply with the terms of federal law proscribing retaliation for union organizing. CONTRACTOR shall deliver the executed pledges from each such subcontractor to the CITY within ninety (90) days of the execution of the subcontract. CONTRACTOR'S delivery of executed pledges from each such subcontractor shall fully discharge the obligation of CONTRACTOR with respect to such pledges and fully discharge the obligation of CONTRACTOR to comply with the provision in the LWO contained in Section 10.37.6(c) concerning compliance with such federal law.

3. CONTRACTOR, whether an employer, as defined in the LWO, or any other person employing individuals, shall not discharge, reduce in compensation, or otherwise discriminate against any employee for complaining to the CITY with regard to the employer's compliance or anticipated compliance with the LWO, for opposing any practice proscribed by the LWO, for participating in proceedings related to the LWO, for seeking to enforce his or her rights under the LWO by any lawful rneans, or otherwise asserting rights under the LWO. CONTRACTOR shall post the Notice of Prohibition Against Retaliation provided by the CITY.

4. Any subcontract entered into by CONTRACTOR relating to this Contract, to the extent allowed hereunder, shall be subject to the provisions of PSC-31 and shall incorporate the provisions of the LWO and the SCWRO.


5. CONTRACTOR shall comply with all rules, regulations and policies promulgated by the CITY'S Designated Administrative Agency which may be amended from time to time.

B. Under the provisions of Sections 10.36.3(c) and 10.37.6(c) of the Los Angeles Administrative Code, the CITY shall have the authority, under pursue legal remedies that may be available if the CITY determines that the subject CONTRACTOR has violated provisions of either the LWO or the SCWRO, or both.

C. Where under the LWO Section 10.37.6(d), the CITY'S Designated Administrative Agency has determined (a) .that CONTRACTOR is in violation of the LWO in having failed to pay some or all of the living wage, and (b) that such violation has gone uncured, the CITY in such circumstances may impound monies otherwise due CONTRACTOR in accordance with the following procedures. Impoundment shall mean that

· from monies due CONTRACTOR, CITY may deduct the amount determined to be due and owing by CONTRACTOR to its employees. Such monies shall be placed in the holding account referred to in LWO Section 1 0.37.5(d)(3) and disposed of under procedures described therein through final and binding arbitration. Whether CONTRACTOR is to continue work following an impoundment shall remain in the sole discretion of the CITY. CONTRACTOR may not elect to discontinue work either because there has been an impoundment or because of the ultimate disposition of the impoundment by the arbitrator.

D. CONTRACTOR shall inform employees making less than Twelve Dollars ($12.00) per hour of their possible right to the federal Earned Income Credit (EIC). CONTRACTOR shall also make available to employees the forms informing them about the EIC and forms required to secure advance EIC payments from CONTRACTOR.

PSC-32. AMERICANS WITH DISABILITIES ACT

CONTRACTOR hereby certifies that it will comply with the Americans with Disabilities Act, 42 U.S.C. §§ 12101 et seq., and its implementing regulations. CONTRACTOR will provide reasonable accommodations to allow qualified individuals with disabilities to have access to and to participate in its programs, services and activities in accordance with the provisions of the Americans with Disabilities Act. CONTRACTOR will not discriminate against persons with disabilities nor against persons due to their relationship to or association with a person with a disability. Any subcontract entered into by CONTRACTOR, relating to the Contract, to the extent allowed hereunder, shall be subject to the provisions of this paragraph.

STANDARD PROVISIONS FOR CITY CONTRACTS (Rev. 3109) 17

PSC-33. CONTRACTOR RESPONSIBILITY ORDINANCE

Unless otherwise exempt, this Contract is subject to the provisions of the Contractor Responsibility Ordinance, Section 10.40 et seq., of the Los Angeles Administrative Code, as amended from time to time, which requires CONTRACTOR to update its responses to the responsibility questionnaire within thirty calendar days after any change to the responses previously provided if such change would affect CONTRACTOR'S fitness and ability to continue performing this Contract.

In accordance with the provisions of the Contractor Responsibility Ordinance, by signing this Contract, CONTRACTOR pledges under penalty of perjury, to comply with all applicable federal, state and local laws in the performance of this contract, including but not limited to, laws regarding health and safety, labor and employment, wages and hours, and licensing laws which affect employees. CONTRACTOR further agrees to: (1) notify the CITY within thirty calendar days after receiving notification that any government agency has initiated an investigation which may result in a finding that CONTRACTOR is not in compliance with all applicable federal, state and local laws in performance of this Contract; (2) notify the CITY within thirty calendar days of all findings by a government agency or court of competent jurisdiction that CONTRACTOR has violated the provisions of Section 1 0.40.3(a) of the Contractor Responsibility Ordinance; (3) unless exempt, ensure that its subcontractor(s), as defined in the Contractor Responsibility Ordinance, submit a Pledge of Compliance to the CITY; and (4) unless exempt, ensure that its subcontractor(s), as defined in the Contractor Responsibility Ordinance, comply with the requirements of the Pledge of Compliance and the requirement to notify the CITY within thirty calendar days after any government agency or court of competent jurisdiction has initiated an investigation or has found that the subcontractor has violated Section 1 0.40.3(a) of the Contractor Responsibility Ordinance in performance of the subcontract.

PSC-34. MINORITY, WOMEN, AND OTHER BUSINESS ENTERPRISE OUTREACH PROGRAM

CONTRACTOR agrees and obligates itself to utilize the services of Minority, Women and Other Business Enterprise firms on a level so designated in its proposal, if any. CONTRACTOR certifies that it has complied with Mayoral Directive 2001-26 regarding the Outreach Program for Personal Services Contracts Greater than $100,000, if applicable. CONTRACTOR shall not change any of these designated subcontractors, nor shall CONTRACTOR reduce their level of effort, without prior written approval of the CITY, provided that such approval shall not be unreasonably withheld.

PSC-35. EQUAL BENEFITS ORDINANCE

Unless otherwise exempt, this Contract is subject to the provisions of the Equal Benefits Ordinance (EBO), Section 1 0.8.2.1 of the Los Angeles Administrative Code, as amended from time to time.


A. During the performance of the Contract, CONTRACTOR certifies and represents that CONTRACTOR will comply with the EBO.

B. The failure of CONTRACTOR to comply with the EBO will be deemed to be a material breach of this Contract by the CITY.

C. If CONTRACTOR fails to comply with the EBO the CITY may cancel, terminate or suspend this Contract, in whole or in part, and all monies due or to become due under this Contract may be retained by the CITY. The CITY may also pursue any and all other remedies at law or in equity for any breach.

D. Failure to comply with the EBO may be used as evidence against CONTRACTOR in actions taken pursuant to the provisions of Los Angeles Administrative Code Section 10.40 et seq., Contractor Responsibility Ordinance.

E. If the CITY'S Designated Administrative Agency determines that a CONTRACTOR has set up or used its contracting entity for the purpose of evading the intent of the EBO, the CITY may terminate the Contract. Violation of this provision may be used as evidence against CONTRACTOR in actions taken pursuant to the provisions of Los Angeles Administrative Code Section 10.40 et seq., Contractor Responsibility Ordinance.

CONTRACTOR shall post the following statement in conspicuous places at its place of business available to employees and applicants for employment:

"During the performance of a Contract with the City of Los Angeles, the Contractor will provide equal benefits to its employees with spouses and its employees with domestic partners. Additional information about the City of Los Angeles' Equal Benefits Ordinance may be obtained from the Department of Public Works, Office of Contract Compliance at (213) 847-1922."

PSC-36. SLAVERY DISCLOSURE ORDINANCE

Unless otherwise exempt, this Contract is subject to the Slavery Disclosure Ordinance, Section 10.41 of the Los Angeles Administrative Code, as amended from time to time. CONTRACTOR certifies that it has complied with the applicable provisions of the Slavery Disclosure Ordinance. Failure to fully and accurately complete the affidavit may result in termination of this Contract.


Form Gen. 133 (Rev. 3/09)

EXHIBIT 1

INSURANCE CONTRACTUAL REQUIREMENTS

CONTACT For additional information about compliance with City insurance and Bond requirements, contact the Office of the City Administrative Officer, Risk Management at (213) 978-RISK (7475) or go online at www.lacity.org/cao/risk. The City approved Bond Assistance Program is available for those contractors who are unable to obtain the City-required performance bonds. A City approved insurance program may be available as a low cost alternative for contractors who are unable to obtain City-required insurance.

CONTRACTUAL REQUIREMENTS

CONTRACTOR AGREES THAT:

1. Additional Insured/Loss Payee. The CITY must be included as an Additional Insured in applicable liability policies to cover the CITY'S liability arising out of the acts or omissions of the named insured. The CITY is to be named as an Additional Named Insured and a Loss Payee As Its Interest May Appear in property insurance in which the CITY has an interest, e.g., as a lien holder.

2. Notice of Cancellation. All required insurance will be maintained in full force for the duration of its business with the CITY. By ordinance, all required insurance must provide at least thirty (30) days' prior written notice (ten (1 0) days for non-payment of premium) directly to the CITY if your insurance company elects to cancel or materially reduce coverage or limits prior to the policy expiration date, for any reason except impairment of an aggregate limit due to prior claims.

3. Primary Coverage. CONTRACTOR will provide coverage that is primary with respect to any insurance or self-insurance of the CITY. The CITY'S program shall be excess of this insurance and non-contributing.

4. Modification of Coverage. The CITY reserves the right at any time during the term of this Contract to change the amounts and types of insurance required hereunder by giving CONTRACTOR ninety (90) days' advance written notice of such change. If such change should result in substantial additional cost to CONTRACTOR, the CITY agrees to negotiate additional compensation proportional to the increased benefit to the CITY.

5. Failure to Procure Insurance. All required insurance must be submitted and approved by the Office of the City Administrative Officer, Risk Management prior to the inception of any operations by CONTRACTOR.

CONTRACTOR'S failure to procure or maintain required insurance or a self-insurance program during the entire term of this Contract shall constitute a material breach of this Contract under which the CITY may immediately suspend or terminate this Contract or, at its discretion, procure or renew such insurance to protect the CITY'S interests and pay any and all premiums in connection therewith and recover all monies so paid from CONTRACTOR.

6. Workers' Compensation. By signing this Contract, CONTRACTOR hereby certifies that it is aware of the provisions of Section 3700 et seq., of the California Labor Code which require every employer to be insured against liability for Workers' Compensation or to undertake


Form Gen. 133 (Rev. 3/09)

self-insurance in accordance with the provisions of the Code, an that it wifl comply with such provisions at all time during the performance of the work pursuant to this Contract.

7. California Licensee. All insurance must be provided by an insurer admitted to do business in California or written through a California-licensed surplus lines broker or through an insurer otherwise acceptable to the CITY. Non-admitted coverage must contain a Service of Suit clause in which the underwriters agree to submit as necessary to the jurisdiction of a California court in the event of a coverage dispute. Service of process for this purpose must be allowed upon an agent in California designated by the insurer or upon the California Insurance Commissioner.

8. Aggregate Limits/Impairment. If any of the required insurance coverages contain annual aggregate limits, CONTRACTOR must give the CITY written notice of any pending claim or lawsuit which will materially diminish the aggregate within thirty (30) days of knowledge of same. You must take appropriate steps to restore the impaired aggregates or provide replacement insurance protection within thirty (30) days of knowledge of same. The CITY has the option to specify the minimum acceptable aggregate limit for each line of coverage required. No substantial reductions in scope of coverage which may affect the CITY'S protection are allowed without the CITY'S prior written consent.

9. Commencement of Work. For purposes of insurance coverage only, this Contract will be deemed to have been executed immediately upon any party hereto taking any steps that can be considered to be in furtherance of or towards performance of this Contract. The requirements in this Section supersede all other sections and provisions of this Contract, including, but not limited to, PSC-4, to the extent that any other section or provision conflicts with or impairs the provisions of this Section.


Fonn Gen. 133 (Rev. 3/09)

Exhibit l (Continued) Required Insurance and Minimum Limits

Name: _____ -'R-"a"'y,_,t...,h,.eo"'n"-"J"-P_,S,_C=o...,m'-'m,_,_,u,_,n,ic,a"'ti,occn,s"-, '-'ln,.,c"-.------ Date: __ _,S"'e"'p"'te,m=be~r'-'2"'7'-'._..2,_,0-'1 ,_3 _

Agreement/Reference: Digitalin-Car Video System Evidence to coverages checked below, with the specified minimum limits, must be submitted and approved prior to occupancy/start of operations. Amounts shown are Combined Single Limits ("CSLs"). For Automobile Liability, split limits may be substituted for a CSL if the total per occurrence equals or exceeds the CSL amount.

__ Workers' Compensation- Workers' Compensation (WC) and Employer's Liability (EL)

0 Waiver of Subrogation in favor of City 0 Longshore & Harbor Workers 0 Jones Act

_x_ General Liability ------------------_______ _

IZJ Products/Completed Operations 0 Fire Legal Liability ____ _

0 Sexual Misconduct ____ _

WC Statutory EL

$1,000.000

0------------------------------------------------------

__ Automobile Liability (for any and all vehicles used for this contract, other than commuting to/from work)

_x_ Professional Liability (Errors and Omissions)

___ Property Insurance (to cover replacement cost of building- as determined by insurance company)

0 All Risk Coverage 0 Flood -·--,-------0 Emihquake ___ _

___ Pollution Liability

0 Boiler and Machinery 0 Builder's Risk 0 Replace cost of prop. Damage

o ______________________________________ __

__ Surety Bond- Performance and Payment (Labor and Materials) Bonds Crime Insurance

Other: All limits are on a per occurrence basis unless otherwise stated.


$1 000 000

I 00 % of Contract Price

ATTACHMENT B

STATEMENT OF WORK

STATEMENT OF WORK FOR

Raytheon JPS

Los Angeles Police Department

Digital In-Car Video System

September 27,2013

Contract# ______ _

Revision Number: J

Prepared By:

JPS Communications

Network Centric Systems

5800 Departure Drive

Raleigh, NC 27616

PROPRIETARY INFORMATION: This document contain$ information that is proprietary property of Raytheon. The infonnation contained herein shall not be published, disclosed to others, duplicated in whole or in part, or used for any purpose other than in specific execution of this statement of work.

Raytheon Sensitive

RECORD OF CHANGE

Revision Date Author Description Pages

Revision A 5/14/12 D. Camin LAPD SOW Draft 66

Revision B 5/15/12 S. Remillard,

LAPD SOW Draft 66 Steve Hess

Revision C 5/16/12 M.Cox LAPD SOW Draft 66

Revision D 5/21/12 D. Camin/M.

LAPD SOW Draft 47 Cox

Revision E 5/25/12 Atthur Powers LAPD SOW Draft 43

Revision F 6/6112 Arthur Powers LAPD SOW Draft 43

Revision G 6/21112 D. Camin, LAPD SOW Draft 28 Greg Costa, Lisa Travis

Revision H 6122/12 A. Powers LAPD SOW Draft 28

Revision I 7/27/2012 D. Camin,D. LAPD SOW Major Change 170 Grant, Bob Meyer, Jason Wang, Neil Singer, Arthur Powers

Revision J 9/27/13 J. Slaughter Contract Negotiations All

Raytheon Sensitive 11

Table of Contents

Section Page

1. Introduction ......................................................................................................................................... 7

1.1 Executive Summary .................................................................................................................... 7

1.2 Document Organization .............................................................................................................. 8

1.3 Locations ..................................................................................................................................... 8

1.3 .1 Central Bureau ........................................................................................................................ 8

1.3.2 Other LAPD Facilities ............................................................................................................ 8

1.4 Assumptions ................................................................................................................................ 8

1.5 Exclusions ................................................................................................................................. 10

2 Applicable Documents ...................................................................................................................... 10

3 Requirements .................................................................................................................................... 10

4 Scope ................................................................................................................................................. 11

4.1 Completion Criteria .................................................................................................................. 12

4.2 System Engineering .................................................................................................................. 12

4.2.1 System Design ...................................................................................................................... 12

4.2.1.1 Wired and Wireless Requirements and Design ............................................................ 12

4.2.1.2 Wireless and Hardwire LAN Site Survey ..................................................................... 13

4.2.1.3 Wireless and LAN Design ............................................................................................ 14

4.2.1.4 Lab System (non-production) ....................................................................................... 15

4.2.2 System Configuration ........................................................................................................... 15

4.3 Central Storage Installation ....................................................................................................... 15

4.3.1 SAN Storage Upgrade Services ............................................................................................ 16

4.3 .2 Central Bureau AutoDVD Installation .................................................................................. 17

4.4 Division Infrastructure Installation ........................................................................................... 17

4.4.1 Infrastructure Upgrade .......................................................................................................... 18

4.4.2 Wireless and Wired Data Transfer Installation ..................................................................... 18

4.4.3 Local Storage Installation ..................................................................................................... 18

4.4.4 Back Office Server Implementation ..................................................................................... 19

4.5 Vehicle System Installation ...................................................................................................... 20

4.5.1 Test Vehicle Acceptance ....................................................................................................... 20

4.5.2 Vehicle Installation ............................................................................................................... 22

4.6 System Testing .......................................................................................................................... 23

Raytheon Sensitive iii

4.7 Training Services ...................................................................................................................... 23

4.8 Project Management ................................................................................................................. 24

4.8.1 Weekly Status Meeting ......................................................................................................... 25

4.8.2 Program Management Review .............................................................................................. 25

4.8.3 Project Scheduling ................................................................................................................ 26

4.8.4 Supply Chain Management. .................................................................................................. 26

4.8.5 Subcontract Management. ..................................................................................................... 26

4.9 Project Events ........................................................................................................................... 27

4.9 .1 Project Kickoff. ..................................................................................................................... 27

4.9 .2 Critical Design Review ......................................................................................................... 28

4.9.3 Vehicle Test Readiness Review ............................................................................................ 28

4.9.4 Division Test Readiness Review .......................................................................................... 28

4.9.5 System Test Readiness Review ............................................................................................ 29

4.9.6 Final System Sign Off Review ............................................................................................. 29

4.10 Final System Acceptance .......................................................................................................... 29

4.11 Follow-on System Support ....................................................................................................... 30

5 Deliverables ...................................................................................................................................... 30

5.1 Bill ofMaterial.. ........................................................................................................................ 30

5.2 Contract Data Requirements List (CDRL) ............................................................................... 31

5.2.0 Acceptance ofDeliverables .................................................................................................. 31

5.2.1 Weekly Status Meeting [PM-01] .......................................................................................... 32

5.2.2 Program Management Review [PM-02] ............................................................................... 33

5.2.3 Integrated Master Schedule [PM-03] .................................................................................... 33

5.2.4 Program Kickoff [PM-04] ..................................................................................................... 33

5.2.5 Critical Design Review [PM-05] .......................................................................................... 34

5.2.6 Vehicle Test Readiness Review [PM-06] ............................................................................. 35

5.2.7 Division Test Readiness Review [PM-07]. ........................................................................... 35

5.2.8 System Test Readiness Review [PM-08] .............................................................................. 35

5.2.9 Final System Sign Off Review [PM-09] ............................................................................... 35

5.2.10 DICVS Design Plan [SE-01] ............................................................................................ 37

5.2. I 1 DICVS Design Document [SE-02] ................................................................................... 3 7

5.2.11.1 DICVS Vehicle Design ............................................................................................. 37

5.2.1 I .2 Digital Video System Infrastructure Design ............................................................. 37

Raytheon Sensitive lV

5.2.12 DICVS 'As-Built' Design Document [SE-03] ................................................................. 38

5.2.13 DICVS System Configuration Manual [SE-04] ............................................................... 38

5 .2.14 Test Plan [IV & V -0 1] ........................................................................................................ 39

5 .2.15 DICVS System Test Procedure [IV & V -02] ..................................................................... 39

5 .2. 16 DICVS System Test Results [IV & V -03] .......................................................................... 39

5 .2. 17 DICVS Division Test Procedure [IV & V -04] ................................................................... 40

5.2. 18 D[f'-VS Division Test Results [IV & V -05] ........................................................................ 40

5.2.19 DICVS Test Vehicle Acceptance Test Procedure [IV & V -06] ......................................... 41

5.2.20 DICVS Test Vehicle Acceptance Test Results [IV&V-07] .............................................. 41

5.2.21 DICVS Vehicle Installation Sign Off Results [IV&V-08] ............................................... 42

5.2.22 DICVS End User Training Material [TRNG-01] ............................................................. 42

5 .2.23 DICVS Vehicle Installation Manual [TRNG-02] ............................................................. 43

5 .2.24 DICVS End User Manual [O&M -0 1] ............................................................................... 43

5.2.25 DICVS System Administrator Manual [O&M-02] ........................................................... 43

5 .2.26 Manufacturer User Manual [ O&M -03] ............................................................................ 4 3

6 City of Los Angeles Police Department Responsibilities ................................................................. 44

6.1 Los Angeles Police Department Project Manager .................................................................... 44

6.2 Other City of Los Angeles Police Department Responsibilities ............................................... 45

APPENDIX A- Requirements Traceability Matrix ................................................................................ 49

APPENDIX B - Bill of Material ............................................................................................................. 56

APPENDIX C- Detailed Integrated Master Schedule ........................................................................... 61

APPENDIX D - Options ......................................................................................................................... 66

I. Option 2 - Valley and West Bureau ............................................................................................. 66

2. Option 3- South Bureau Retrofit ................................................................................................. 66

3. High Availability Option .............................................................................................................. 66

4. SAN Storage Upgrade- Product Option ...................................................................................... 67

5. Disaster Recovery Option ............................................................................................................. 68

APPENDIX E - Limited Warranty Statements ....................................................................................... 72

1. Co ban ........................................................................................................................................ 72

2. Dell ............................................................................................................................................ 77

3. Cisco ......................................................................................................................................... 78

4. Comp USA ................................................................................................................................ 88

APPENDIX F- Software License Statement.. ........................................................................................ 91

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APPENDIX G- Equipment Safety Statement ........................................................................................ 93

APPENDIX H- Acronyms ..................................................................................................................... 95

List of Figures

Figure Page

Figure I CHE Networking Diagram ......................................................................................................... 16

Figure 2 Division Networking Diagram ................................................................................................... 19

Figure 3 DIVCS In-Car System Components ........................................................................................... 20

Figure 4 DIVCS In-Car System Placement .............................................................................................. 21

Figure 5 DICVS In-Car System Connectivity .......................................................................................... 22

List of Tables

Page Table

Table 4-1

Table 5-1

Raytheon Team ..................................................................................................................... 24

CDRL Schedule ................................. ; .................................................................................. 32

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1 INTRODUCTION

1.1 Executive Summary

LAPD In-Car Video Raytheon Statement of Work

This Statement of Work (SOW) defines the Digitalln-Car Video System (DICVS) equipment, system design, system installation, and support services as described in the Proposal submitted by Raytheon JPS Communications lnc. (Raytheon) in response to RFP No. 11-567-004 issued by the Los Angeles Police Department (LAPD).

Raytheon (the "Contractor") will provide LAPD a turnkey System per this SOW, which includes the equipment, system design, installation, on-site support, and training (the "Project"). All Tasks performed by Raytheon and the City of Los Angeles Police Department are defined within this document. As referred to in this SOW, the acronym DICVS, ICV, or System will refer to the project digital audio, video recording devices, mode of transfer, and their related back-end storage solution.

The Contractor is responsible for products and services as set forth in this SOW, and commits to all entries provided herein. ·

The scope of the project is the procurement and implementation services for the deployment of a digital in-car video surveillance solution (called "Services"). This Statement of Work addresses the effort the Raytheon Team will use to provide all hardware, software, configuration, installation designs, documentation, testing, and training required for successful implementation of the project. Raytheon's architecture provides Digital In-Car Video Recording with both wired and wireless upload data transfer. Included in the system is the in-car equipment, the back end video storage and management system, removable media, and wired and wireless upload (including LAN connection between the wireless to the back end system). All communication uses a secured network as described herein. The system provides the following:

e Three (3) different video upload methods for maximum flexibility and fail-safe operation.

!.Wireless: The CO BAN wireless upload method uses 802.11 algin protocols for high speed upload

2.Wired: The COB AN wired upload method uses 100 base-Tor Gigabit Ethernet network for fast video transfer

3 .Removable media data transfer using solid-state drives. This method uploads videos via a high-speed USB 2.0 interface.

e A flexible and scalable video storage system, including customized implementations for optimal operation at City Hall East (CHE) and at outlying areas, including both primary and extended storage. Users with the necessary authorization can search for and review any video from any department workstation.

• An automated policy-based Video Management Solution.

Raytheon is solely responsible for completion of the work described herein and compliance with the terms hereof and coordinating any involvement of Raytheon subcontractors who may be engaged to assist Raytheon in accomplishing the work described herein.

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1.2 Document Organization

This Statement of Work addresses key items necessary for successful project completion and sign off. The SOW includes the work, tasks, or services to be performed (Scope), the equipment that will be provided( Appendix B), the systems technical performance (Requirements), when it should be done (Schedule) and the documents and artifacts provided with the system (Deliverables). As such, the SOW has been organized as follows:

Chapter 1 Introduction Chapter 2 Reference Documents Chapter 3 Requirements Chapter 4 Scope Chapter 5 Deliverables Chapter 6 LAPD Responsibilities

Appendix A Appendix B Appendix C Appendix D Appendix E AppendixF AppendixG Appendix H

Requirements Traceability Matrix Bill of Material Detailed Integrated Master Schedule Options Limited Warranty Statements CO BAN Software License Statement Equipment Safety Statement Acronyms

1.3 Locations

The following locations are used for installation of the DIVCS. The locations noted are for the base contract which includes the Central Bureau, Metropolitan Detention Center, and CHE.

1.3.1 Central Bureau

Central Bureau- Central Division/Central Traffic Central Bureau- Hollenbeck Central Bureau- Newton Central Bureau- Northeast Central Bureau- Rampart Metropolitan Detention Center

1.3.2 Other LAPD Facilities

City Hall East

1.4

1.

Assumptions

LAPD will provide correct and up-to-date Blueprints/Bluelines, HV AC, Electrical and Civil drawings as needed in a timely manner.

2. LAPD will permit Contractor, as needed, to trench parking lots and access roads, run cables, drill through the wall penetrations, and run new power feeds.


LAPD ln-CarVideo Raytheon Statement of Work

3. LAPD will permit Contractor, as needed, to run overhead data and power cables between wired upload stations, 802.11 Wireless Access Points and the precinct main building.

4. Blueprints and appropriate drawings will correctly show the location of all water pipes and cables. As a result, any drilling or digging will not penetrate existing water line, electrical or communications cabling.

5. Any accidental damage to existing infrastructure caused by incorrect documentation supplied by the City or the LAPD will not be the responsibility of Contractor.

6. Any cost overruns or schedule delays due to incorrect information about existing infrastructure will be the responsibility of the LAPD.

7. Contractor will be allotted ample time after a contract award to conduct full wireless 802.11 field surveys.

8. LAPD will dedicate access to, and time from City and LAPD staff as required, to include appropriate access to LAPD - IT and networking engineers.

9. LAPD will approve all schedules and will not hold the Contractor responsible for any schedule changes due to actions of the LAPD.

1 0. Raytheon assumes that any changes to the schedule from the LAPD will result in a new schedule.

II. The approval process will be a clearly defined, with a listing provided of the persons appointed to sign off any approvals.

12. The LAPD will assist and restrict the public and worker access to work areas as work is conducted, to prevent injury to these people.

13. The city will provide required escorts when needed to perform work in secure areas. 14. During the System Design Review, there will be a single point of contact assigned by

LAPD for each major portion of the system (to be defined during the system design review). This LAPD single point of contact has the responsibility of working with all necessary LAPD and City personnel to achieve alignment, listing of any remaining issues, and signoff.

15. The LAPD and or city will provide a listing of any special requirements for each aspect of the of the system deployment before work on that aspect is started.

16. LAPD will allow use of any existing cableways and conduits for this project, if they have ample room for the additional cables.

17. LAPD will permit access to the LAPD IT A backbone network during non-peak hours to conduct testing and upgrades.

18. There will be ample power to circuit breaker boxes and power feeder/distribution boxes feeding equipment rooms or locations outside for wired and wireless uploads. LAPD understands there may need to be new local power runs from these existing power distribution boxes to add new outlets for DICVS back end equipment.

19. The City will assist with any permits needed for any excavation or construction. 20. The Contractor and LAPD will jointly determine any project delays that are the result of

an act of God, and these delays may result in a new schedule with new milestones. 21. All vehicles for each phase must be available as needed to install the new video system.

Any project schedule delays caused by not having the vehicles available when needed will be the responsibility of the LAPD.

22. All vehicles must be in proper condition to install the new video system.



23. It is Raytheon's assumption the LAPD cmTent infrastructure has the available capacity to handle the transfer of the in-car-video data in all aspects other than the upload infrastructure that the Raytheon team provides.

24. Any Customer Furnished Equipment (CFE) (e.g. a network connection, access to facility space) that is not provided on time, based on the IMS, is eligible for an equitable adjustment in price and/or schedule.

25. Delays due to bad weather or other environmental factors will enable adjustment to the schedule.

26. The LAPD shall provide updates to the user databases in the existing LAPD Novell eDirectory.

27. A South Bureau Division will be made available for functional upload testing of the demonstration/prototype vehicles. This is needed since Central Bureau Divisions will not be ready when vehicle testing takes place.

1.5 Exclusions

1. Contractor will not be responsible for any delays that incur due to actions by the city or LAPD's approval process.

2. Contractor is not responsible for modifications to system components or infrastructure not specifically called out in this SOW.

3. Contractor offer does not assume any cost for LAPD personnel on site as required while perfmming work. This will be the sole responsibility of the LAPD.

4. Contractor reserves the right to stop work at any given time if safety of people or equipment is in question.

5. Contractor is not responsible to repair or fix any existing problems (IP infrastructure, electrical, civil, structural or plumbing) that are not pmi of this Proposal.

2 APPLICABLE DOCUMENTS

The Contractor shall comply with the requirements set fmth in the SOW. In the event of a conflict between this SOW and any other document, the precedence specified in section 13.3 of the base contract shall apply. All references to appendices are for appendices of this document.

3 REQUIREMENTS

The system requirements are managed and maintained in the LAPD ICV Requirements Traceability Matrix (RTM) listed in Appendix A of this SOW. Requirements have been organized into logical groups with appropriate headers. The RTM is a compilation of requirements found in the RFP Systems Features Checklist (RFP Appendix A) and the RFP Scope of Services (RFP Section 2). Raytheon is wholly responsible for providing a DICVS solution that meets these requirements.

The system will meet all requirements as shown in the requirements column except where modifications change the requirement. In these instances, the product will be tested to the standard of the 'Modify' column.



4 SCOPE

This Raytheon SOW provides information related to Option 1 as listed below:

Central Bureau • 6 Divisions with 381 cars • Update to central storage at City Hall East

Raytheon will provide the following tasks and services as detailed below. Each task has a description, a list of deliverables, and completion criteria.

1. System Engineering a. System Design b. System 'As Built' Documentation c. System Configuration

2. Central Storage Installation a. Central Bureau AutoDVD Installation

3. · Division Infrastructure Installation a. Infrastructure Upgrade b. Wireless and Wired Data Transfer Installation c. Local Storage Installation d. Back Office Server Implementation

4. Vehicle System Installation a. Vehicle Acceptance b. Vehicle Installation

5. Division System Testing 6. Training Services 7. Project Management

a. Weekly Status Meeting b. Program Management Review c. Project Scheduling d. Supply Chain Management e. Subcontract Management

8. Project Events a. Project Kickoff b. Critical Design Review c. Vehicle Test Readiness Review d. Division Test Readiness Review e. System Test Readiness Review f. Final System Signoff Review

9. Final System Acceptance 10. Follow-on System Service 11. Warranty

Note that most of the activities listed above are singular in nature (only to be done once) however, items 3 through 5 are perfonned once for each division.

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4.1 Completion Criteria

Completion Criteria for each individual task are set out in this SOW. Final acceptance criteria is established in the Final System Acceptance Testing and the Final Sign Off Review, and may be further defined by mutual agreement.

Raytheon shall have fulfilled its obligation under this Statement of Work when any of the following first occurs:

• Raytheon accomplishes the Raytheon tasks and services described in this section ( 4) and all requirements in the RTM have been completed, and the Final System Acceptance has been approved by LAPD.

• City of Los Angeles Police Department notifies Raytheon in writing, that further services are not required

4.2 System Engineering

System Engineering is an activity that is performed at the beginning of the project. The focus of System Engineering is to collect and document requirements, create architecture, and flesh out a design that is ready for implementation.

4.2.1 System Design

Description: Raytheon will work with a team of selected staff from the LAPD and Information Technology Agency (ITA), as appropriate; in all technical and operational issues of the design, integration, and test of the DICVS wireless network, hardware, and software. This scope is divided into the subtasks below.

Deliverables:

• DICVS Design Plan • DICVS Design Document • DICVS As-Built Design Document • DICVS Test Plan

Completion Criteria: This task is complete when the final versions of the aforementioned deliverables are approved by the LAPD.

4.2.1.1 Wired and Wireless Requirements and Design

Description: Raytheon will document the networking requirements for the base contract. The focus of this task is to document the assumptions, requirements, and design of the exterior wireless and hardwire infrastructure that will transport the digital video from the point of capture (in the car) to the server environment where it will be managed locally and then transferred to the City Hall East.

Assumptions regarding wireless solution:

1. Raytheon will utilize the unlicensed 802.lla/g/n spectrum to facilitate wireless uploads.



2. Wireless system performance may be degraded by other nearby users of the unlicensed 2.4 GHz and 5 GHz spectrum and by obstacles that block line-of-sight between the fixed antennas and antennas located in the vehicles.

3. The FCC requires that users in the 5.4 GHz spectrum incorporate Dynamic Frequency Selection (DFS) to ensure that we avoid 5.4 GHz channels containing radar by an Access Point. This could affect aggregate video upload throughput if DFS is activated during times of maximum simultaneous uploads at a given location.

4. Wireless access points will be mounted inside garages or outside buildings. Access points located in areas that are determined to be vulnerable to equipment tampering or environmental hazards will be mounted inside locked enclosures.

5. Outdoor antennas (not inside garages) extend to their mounting points via coaxial antenna cable. Each of these antenna cables will have an in-line lightning arrester installed at the point where the antenna cable enters the structure, which houses the access point. Each lightning arrester will require an earth ground connection.

6. Raytheon will be responsible for deploying the conduit, Cat5e cable, electrical power from the point of common exit from the interior to exterior wall of all Central Bureau locations. Raytheon will also be responsible for the ground connection. Raytheon will mount the wired connections to the exterior wall or other determined mounting location.

7. Raytheon will install the access points (and enclosures), antennas, antenna cables and lightning arresters and connect to the Cat5e cable.

8. Supplemental MTD Maintenance Garage and gas pump wireless access point coverage is not required; residual coverage from the parking structures is adequate performance requirements for residual coverage is not guaranteed.

4.2.1.2 Wireless and Hardwire LAN Site Survey

Description: The purpose of this activity is to review and document the exterior network requirements for the implementation and utilization of wireless and hardwire LAN technologies at six ( 6) LAPD Division offices including supporting infrastructure at City Hall East. Raytheon is to develop a plan for the exterior site survey verification and system design activities at each of the six (6) locations. During this activity, Raytheon will perform the following tasks relating to the outside facilities and structures at each of these six (6) sites:

1. Obtain available building site documentation from LAPD 2. Assess wireless and hardwire LAN design objectives and goals and develop an

understanding of: a. Wireless and hardwire network strategy and requirements b. Areas requiring wireless coverage c. Areas requiring hardwire access and coverage d. Security requirements within the scope of the guidelines laid out in the RFP

(including encryption and authentication requirements) e. End-user application types and usage characteristics:

i. Wireless video transfer only f. Equipment mounting and aesthetic considerations g. IP addressing scheme h. Wireless and hardwire network management strategy



i. Future growth requirements and network build out time frames 3. Assess building construction materials, floor layouts and floor contents (fixtures,

furniture, etc.) along with any planned changes to current environment; 4. Document findings 5. Perform RF site surveys at the six (6) division offices to determine access point and

antenna types, configurations and mounting locations necessary to provide required wireless services

6. IdentifY existing equipment installations and implications for proposed wireless network equipment (available space, interference, mounting requirements)

7. Identify suitable locations for mounting of Ethernet reels for hardwire uploads 8. Identify locations for mounting of Ethernet switches for connection to wired LAN in each

division office 9. Perform an RF scan of2.4000- 2.4835GHZ and 5.000- 5.825GHz Rl: ranges in the

locations, which are designated to receive wireless coverage in order to document potential sources of interference.

10. Document requirements for provisioning data and power to access points and hardwire Ethernet reels via power-over-Ethernet.

11. Document requirements for provisioning 120VAC to climate controlled access point enclosures.

12. Identify special and/or unusual environmental conditions (heat, ventilation, air conditioning, humidity, etc.) that may impact equipment performance and provide photographs of unusual situations relating to AP placement to aid in installation

13. Verify fitness of structures for mounting equipment (ceiling, post, wall materials, etc.) 14. Mark locations for mounting of access points and antennas 15. Detetmine location of any roof or wall penetrations that will be required 16. Provide itemized listings of cabling, structure modifications or enhancements at each of

the sites to ensure that they meet the requirements for the Wireless and Hardwire LAN installation.

17. Document survey results in the Wireless and Hardwire LAN Site Survey Report

4.2.1.3 Wireless and LAN Design

Description: The objective of this task is to develop the design detail required for implementation of wireless and LAN's in the six (6) LAPD division offices to support wireless and hard wire transfer of video data.

The major sub tasks addressed are:

1. Define system performance criteria based on system requirements 2. Define access point and antenna types, quantities, configurations and locations required

for the provisioning of wireless video transfer 3. Define switch configurations 4. Define Wireless LAN Controller configurations 5. Design integration specifications for equipment to be installed at the CHE site 6. Define Ethernet reel types, quantities, housing and locations required for the provisioning

of hard wire video transfer 7. Develop equipment list



8. Develop documentation showing areas of wireless coverage 9. Develop IP addressing scheme 10. Develop pre-installation cabling and infrastructure site preparation requirements 11. Develop installation plan 12. Develop system test plan 13. Develop system training plan 14. Develop system suppmt plan 15. IEEE 802.11 b wireless mode will be disabled to avoid interference and degrading the

wireless operation. Only IEEE 802.11a, IEEE 802.11g and IEEE 802.11n wireless modes shall be active.

4.2.1.4 Lab System (non-production)

Description: The lab system is used to test and validate back office upgrades prior to deployment to the operational environment. The lab system will be installed at CHE.

Deliverables:

• Install and configure servers .as specified in the CHE portion of the bill of material. • The design of this section is part of the larger DICVS system design document

Completion Criteria: This task is complete when the lab system is fully installed, tested, and accepted.

4.2.2 System Configuration

Description: Raytheon shall load and configure all hardware and software used in its subsystems. Software revision shall be the same for all like devices. Contractor will provide all site-specific software and/or configuration data files as needed to meet Contractor's requirements at each LAPD site to include at a minimum the following:

• Site-specific configuration parameters • Detailed system configuration narratives • Default parameters • Actions • Descriptors • Device and component addresses and locations

Deliverables:

• DICVS System Configuration Manual • Manufacturer Owner Manual (hardcopy only)

Completion Criteria: This task is complete when the system is fully configured, operational, and the final version of the aforementioned deliverable is approved.

4.3 Central Storage Installation

Description: The Raytheon team will install, configure, and test the hardware and software necessary to complete centralized, long-term storage at City Hall East. Subtasks include:



o Install updated hardware into City Hall East • Install and configure DICVS system software • Test and optimize the system o Provide DICVS Central Storage System Administrator training • Replace and configure the tape backup drives • Initialize and label storage media Linear Tape Option LT0-5 cartridges for initial backup

testing • Configure the storage device to communicate with the DICVS server • Verify that the D ICVS server can access the device( s)

Completion Criteria: This activity is complete when Central Storage has been installed and is fully functional. Since this activity comes before division and vehicle installation, the completion of this task will be based on the successful upgrade of Phase 1 (South Bureau) operating system.

4.3.1 SAN Storage Upgrade Services

Description: The SAN Storage Upgrade Services provides the services necessary to integrate the SAN Storage Upgrade Product Option shown in appendix D #4 to replace the original SAN provision supplied by IBM in phase l.

. NOTE: the services are only valid for the hardware specifically defined in the hill of material listed in SAN Storage Upgrade- Product Option listed in appendix D #4.



Scope of solution:

Installation and Configuration of SAN Raytheon assumes that either the SAN product option is also elected or the SAN storage BOM is customer provided exactly as described in the SAN Storage Upgrade- Product Option. Data Migration from IBM SAN to Dell Power Vault Removal services for legacy equipment - ( Does not include data wipe, City of Los Angeles will sanitize the drives prior to removal ) Assumes reuse of existing rack

Completion Criteria: This activity is complete when SAN Storage has been installed and is fully functional.

4.3.2 Central Bureau AutoDVD Installation

Description: The Raytheon team shall install and configure a single Central Bureau AutoDVD replicator with hardware and software in a configuration similar to the South Bureau configuration used Phase 1. DVD architecture, Multiserver functionality and System functional design will not be changed from the legacy implementation. The main characteristics of this design are:

• Compatibility with legacy development. • Functionally similar operational functionality to legacy solution • Long tenn centralized storage, with a distribute "Store-and-F01ward" structure for

increased performance and redundancy • Centrally connected AutoDVD solution that services all servers • Capability to cross-search all servers to browse video data from any location.

Completion Criteria: The AutoDVD solution will be formally tested to ensure functionality.

4.4 Division Infrastructure Installation

Description: The Raytheon team will install, configure, and test the hardware and software necessary to complete wireless and wired data transfer and local storage at each division police station. This effort is divided into two task areas, the wireless and wired data transfer task, and the division local storage/back office task. Note that while these tasks are installed separately, they will be tested together as a Division.

Deliverables:

• DICVS Division Test Procedure • DICVS Division Test Results (per division)

Completion Criteria: This activity is complete at each division when the Division Infrastructure tests have passed and been approved.



4.4.1 Infrastructure Upgrade

The Raytheon team will retrofit LAPD facilities in order to prepare for the installation of Digital In-Car Video back office/local storage equipment, by providing Power, AC, and access to/from network connections as follows:

Power

• Two (2) twenty (20) amp circuits OR two (2) thirty (30) amp circuits • One (1) twist-lock receptacle, i.e. L5-30P, per circuit at proposed equipment rack

location • May require installation of new circuit breaker panel • Raytheon will provide rack location

Air-conditioning (AC)

If the existing AC system is operational and meets specifications, it will not be replaced

AC system is room-specific, independent fi-om the main building system

1. Operating specifications: Dry bulb temperature: 20° C to 25° C

Relative humidity: 40% to 55% Maximum dew point: 21° C Maximum rate of change: 5° C per hour

Cable Run

Cable run between proposed equipment rack location and network switch, if these components reside in different rooms

4.4.2 Wireless and Wired Data Transfer Installation

Description: The Raytheon team will install, configure, and test the hardware and software necessary to complete wireless and wired data transfer at each division police station. Subtasks include:

• Run conduit for power and data • Install wireless and wired hardware components • Connect the DICVS to the LAPD local area network • Install. and configure software • Test and optimize the system

4.4.3 Local Storage Installation

Description: The Raytheon team will install, configure, and test the hardware and software necessary to complete local storage at each division police station. Subtasks include:

• Install the rack of DICVS equipment in division server rooms • Connect DICVS to the LAPD local area network • Install and configure DICVS system software • Test and optimize the system

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4.4.4 Back Office Server Implementation

Description: The purpose of this activity is to implement, configure and provide documentation for the (DICVS) and to provide a "transfer of knowledge" between Raytheon and key LAPD technicians as this system is implemented, conftgured, and tested. The provision of additional LTO-x cartridges is to hold five years ofLAPD storage for its DICVS.

Existing Phase 1 servers will need to be updated to the latest version 3.3 .xx (the specific version will be dependent upon SOW resolution). This will be one of the first items to be addressed.

Deploy Cradle Upload Workstation

Raytheon will configure Cradle Upload workstations at Central Bureau Division Office locations, which are provided by LAPD. There should be one transfer workstation per upload cradle.

The major sub tasks are:

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I. Configure the Cradle Upload workstation. 2. Verify proper operation of the Cradle Upload workstation by demonstrating the transfer

of one vehicle's video data.

4.5 Vehicle System Installation

Vehicles are addressed in two sections. First, a demonstration set of three vehicles will be outfitted with the DICVS, driven for a few days to ensure operational capability, and then approved as a base design. Second, the design from the vehicle acceptance is then used to install the DICVS in the vehicles at each Division.

4.5.1 Test Vehicle Acceptance

Installation of demonstration vehicles shall be completed as a base design for installation. Final design will be mutually approved by LAPD and Raytheon. The vehicle acceptance test is only conducted once at the beginning of the program. Each Division will use the Vehicle Installation Sign Off as a means to ensure each vehicle has been properly installed.

The vehicle system is illustrated in figure 3 below and contains components as specified in the bill of material.

(•:l~X>) ~-·~''""'""~· !iof<l:<'~':'lt/ . .....,

"*""'"",.,.<"-''' ,, .... ,

~~ ~-"~ ·l~ ... ,..._ •. ~,)'"l:,..J '~1;<:0,(~"(>'},..._ 1~(0:""'"''

'!"-:>""'-'"'''"''"'"'"""''" V("'~ f>•t~~·· ,.,_,,,,,......)

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,.n .. !;o~'~'"'"''~"·•'J~""

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In Car Unit

I

Figure 3 DIVCS In-Car System Components


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"";,.'"'h'·~..; ... ~l ... r«l'• l«<·'<!e~·"""'"'~ '""'•'~~-"•'"" ,,..,_,1<•J


Figure 4 shows positional information regarding component placement in the vehicles.

Figure 4 DIVCS In-Car System Placement


Deliverables:


o DICVS Test Vehicle Acceptance Test Procedure • Successful DICVS Test Vehicle Acceptance Test Results

Completion Criteria: This task is completed when successful test results have been provided and the test procedure has been accepted.

4.5.2 Vehicle Installation

Description: Raytheon will install DICVS into LAPD Division vehicles. Installations will take place at LAPD Area stations or as directed by LAPD. Subtasks include:

• Install, configure, and test D!CVS in each of the individual division vehicles

To ensure successful installation, the LAPD will provide support, access, personnel, and facilities necessary to carry out the installation schedule, including on-site storage if so requested by Contractor.

Deliverables:

• DICVS Vehicle Installation Signoffs (one per vehicle)



Completion Criteria: This task is completed for each division when 90% of the vehicles at a division have been installed and tested.

4.6 System Testing

Description: Once the DICVS is deployed throughout the sites listed in this SOW and operational, LAPD will initiate final DICVS acceptance testing, with assistance from Raytheon, consistent with the mutually agreed to test plan. All testing will be performed by the Raytheon team and approved by the LAPD. Each billing milestone includes an interim acceptance test per Central Bureau location.

I. Maintain the DICVS during the final acceptance testing. 2. Support LAPD throughout final system test activities, per the mutually agreed-to System

Test Plan. 3. If a system failure occurs and is attributable to a DICVS component, modify the DICVS

to correct the deficiency.

Deliverable:

• DICVS System Test Procedure • Successful DICVS System Test Results (per division)

Completion Criteria: When the successful System Test Results are reviewed and approved by the LAPD. The acceptance test period will automatically extend to co!Tect all issues identified during the test.

4.7 Training Services

Description: Raytheon will provide training to end-users and to system administrators prior to any system or sub-system testing. The training services include:

• Vehicle Installation Training o Vehicle installation training will be conducted during the initial demonstration

vehicle installation in a 'job shadowing' approach. Formal classroom training is not provided. This training is sufficient to allow a technician to repair or replace the equipment without voiding the warranty.

• End User Train-the-Trainer Training o Conducted once for all Divisions in the bureau in one day with two (2) training

sessions for up to twelve (12) persons per session o Training of LAPD personnel on

• In-car video capture • Transfer procedures • Back office applications

o End user training should be held prior to the first Division installation • System Administrator Train-the-Trainer Training

o Conducted once for all bureaus in one day with two (2) training sessions for up to twelve (1 2) persons per session

o Training of LAPD technical staff on the configuration operation and maintenance of



• Coban Digital In-Car server equipment • Related support server applications · • System maintenance

o System Administrator training is held near the end of the program after all divisions have been installed and the system as a whole is ready

Deliverable:

• DICVS End User Manual • DICVS End User Training material • DICVS System Administrator Manual • DICVS Vehicle Installation Manual

Completion Criteria:

• Training sessions are complete and training material has been delivered

4.8 Project Management

Raytheon will provide a full-time Program Manager to provide direction and control of Raytheon project personnel (and their third pmiy contractors), and to establish a framework for project communications, reporting, procedural and contractual activities. Management tasks include defining, planning, directing, and controlling the effort to accomplish the program's objectives as defined in the contract and contained in this SOW. Raytheon's Program Manager shall be the primary Point of Contact for LAPD Program communications to Raytheon. Primary PM responsibilities include:

• Review the SOW and any associated documents with the LAPD Project Manager • Maintain project communication through the LAPD Project Manager • Establish documentation, configuration control and procedural standards for the

development of this project • Develop an overall Project Plan at the onset of this project for performance of this

Statement of Work that meets the LAPD DICVS objectives • Conduct project status meetings • Prepare and submit weekly Status Reports • Produce an Integrated Master Schedule to show all deliverables, milestone events and

performance criteria called for in the contract and this SOW • Conduct monthly Program Management Reviews • Review and administer Project Change Control with the LAPD Project Manager

Raytheon, partnered with CO BAN Technologies has assembled a world-class DICVS team. The table below represents the personnel anticipated to support the project.

Table 4-1 Raytheon Team



The following represent standard program management activities and are not tied to specific deliverables.

4.8.1 Weekly Status Meeting

Description: Raytheon will host a weekly status meeting to bring key stakeholders together for communication and coordination. The meeting will be telecom, with Raytheon Program Manager on site, held once per week.

Deliverables: The minutes will typically consist of the following, but are subject to change based on learned best practices:

e Weekly Status Meeting Agenda/Minutes

Completion Criteria: When the last weekly status meeting is held at the conclusion of the project.

4.8.2 Program Management Review

Description: Raytheon will provide a summary of program activity over the previous !!seal month. The PMR provides the opportunity to see the big picture and coordinate with key stakeholders. Systemic program issues are brought up and resolved. Near term plans are reviewed and decisions made.



Deliverables:

• Program Management Review Package/Minutes

Completion Criteria: When the last PMR is held at the conclusion of the project

4.8.3 Project Scheduling

Description: Raytheon has provided a notional detailed Integrated Master Schedule (IMS), located in Appendix C. The schedule is designed to meet LAPD objectives based on the RFP process flow, scope of work, and installation approach, as detailed by the Proposal. Raytheon's proposed schedule identifies the work requirements in logical groups. The deployment approach structure is around a defined LAPD Central Bureau, six Divisions and the cars assigned to those Divisions. This allows Raytheon to gain efficiencies and preserve operational readiness. The Parties may alter the order in which work on sites is performed in order to provide for a more efficient implementation.

The IMS will reflect the actual program start date and will be updated and maintained by Raytheon as needed. Schedule concerns are addressed immediately between the Raytheon PM and the LAPD Project Manager. Normal schedule reviews occur monthly at the PMR.

Deliverables:

• Integrated Master Schedule

Completion Criteria:

• The IMS is updated regularly. The finaliMS will be delivered as part of the Final System Sign Off Review.

4.8.4 Supply Chain Management

Raytheon will perform Supply Chain Management activities to procure the necessary hardware, software, and consumables required for project completion. Subtasks include:

• Procure the quantity and types of digital in-car video and networking equipment identified and documented in Appendix B, System Equipment and validated during CDR

• Coordinate product ordering and shipping to the LAPD • Provide order notification and an estimated delivery date to the LAPD Project Manager • Track all orders • Submit invoices to the LAPD Project Manager • Confirm receipt of equipment with the LAPD Project Manager

4.8.5 Subcontract Management

Raytheon will perform Subcontract Management activities to ensure program objectives are met. The current and primary subcontractor on the program is CO BAN. Their work scope includes the bulk of System Engineering and DICVS installation activities. They are responsible for the majority of requirements and also procure or produce the majority of equipment. Raytheon's subcontract management duties include:

• Issuing a Supplier Statement of Work (SSOW)



• Communicating and resolving program issue • Ensuring subcontract compliance • Scheduling resources to meet LAPD needs

4.9 Project Events

The following events or standing meetings are used to manage the progress of the program.

4.9.1 Project Kickoff

Description: The purpose of this task is to finalize the project team members, facilitate a common understanding of the project objectives, roles and responsibilities, and verify City of Los Angeles Police Department's readiness to implement these services.

Raytheon will conduct a project kick-off/high level planning session, for up to two (2) days, on a mutually agreed upon date, to identify and introduce LAPD, Contractor and Subcontractor program management, engineering, and other key personnel with discussion of responsibilities and expectations. The Kickoff will also focus on a line-by-line walkthrough of the Requirements Traceability Matrix and this SOW to ensure expectations are managed and completion criteria is fully understood and agreed upon.

Project Kickoff topics may include:

• Identification and introduction of Contractor and Subcontractor program management, engineering, and other key personnel with discussion of responsibilities

o Review staffing approach and plan • Review the project objectives

o Review of any assumptions • Review the program schedule

o Identify near term critical milestones • Review the Statement of Work

o Discussion/resolution of any requirements or scope clarification • Review the Requirements Traceability Matrix

o Discussion and resolution of performance requirements o Identification of a resolution path and schedule for any To-Be-Determined (TBD)

requirements • Define goals and objectives for the Critical Design Review • Establish the program Action Item register

o Review status of all open issues and path to closure following the kickoff meeting • Establish the program Risk and Opportunity register

Deliverables:

• Program Kickoff Package/Minutes

Completion Criteria: This task is complete when the meeting is complete and the minutes have been distributed.



4.9.2 Critical Design Review

Description: The Critical Design Review (CDR) is held to ensure detailed design elements are agreed upon by all parties before commencing implementation. The CDR provides the opportunity to review design documentation and provide last minute course correction. The CDR will be held as soon as possible, within the first 30 days of the contract, so procurement of parts can commence.

CDR topics may include:

• Review of the DICVS Wired and Wireless Network Plan • Review ofthe DICVS Hardware, Software, and Integration Plan • Review of the DICVS Test Plan • Review of project network design

o Vehicle drawings o Local Storage drawings o Central Storage drawings

• Review of Bill of Material (for quantity and specification) • Sign Off of design-based requirements in the RTM

Deliverables:

• DICVS CDR Package/Minutes


4.9.3 Vehicle Test Readiness Review

Description: A Vehicle Test Readiness Review (TRR) is held to ensure all elements of model vehicle testing are ready and site testing can commence. Vehicle testing is intended to sign off on vehicle based requirements. This is done once, prior to testing the model vehicles. Vehicle TRR topics include a review of the DICVS Vehicle Test Procedure.

Deliverables:

• Vehicle TRR Package/Minutes


4.9.4 Division Test Readiness Review

Description: A Division TRR is held to ensure all elements of division testing are ready and division testing can commence. Division testing is intended to sign off on division infrastructure requirements- this includes the wireless system, LAN system, and back office (local storage) system. The Division TRR is held prior to testing ofthe first division installation. Division TRR topics include a review of the DICVS Division Test Procedure.

Deliverables:

• Division TRR Package/Minutes




4.9.5 System Test Readiness Review

Description: A System TRR is held to ensure the entire DICVS system is ready in total. System testing is intended to sign off all remaining requirements. These are typically requirements that are tested at the higher level or between subsystems. The System TRR is held near the end of the program and marks the final testing to be perfonned on the DICVS system. System TRR topics include a review of the DICVS System Test Procedure.

Deliverables:

• DICVS System TRR Package/Minutes


4.9.6 Final System Sign Off Review

Description: The purpose of this activity is to document the accomplishments of the project and to present the Final System Acceptance Test Results to the LAPD Project Manager.

• Review the deliverables of the project with the LAPD Project Manager • Review the Final System Acceptance Test results

Deliverables:

• Final System Sign Off Review Package/Minutes

Completion Criteria: Raytheon will have met its responsibilities for this activity when Raytheon has conducted an on-site review meeting and delivered the Final Acceptance Document to the LAPD Project Manager.

4.10 Final System Acceptance

The LAPD will approve and sign the Final System Acceptance in accordance to this SOW after Raytheon meets the requirements for system completion, as stated below. The System's acceptance shall include the following:

• Deliverables are complete and adequately meet the City's needs as defined by this SOW • Confirm the system tests accurately meet the requirements as stated in this SOW • Raytheon provides a notice of System Completion for the D!CVS, and certifies the

following: o Raytheon certifies it has completed all work as included in this SOW, except for

ongoing services such as Warranty, System Maintenance and Support services o All deliverables have been provided to the City and meet requirements in this

sow o All terms and conditions have been met

• The city responds to Raytheon System Completion notice within (15) business days of receipt with:



o Final System Acceptance Notice o Final System Rejection Notice

If the City issues a Final System Acceptance Notice, it confirms receipt of all required tasks, deliverables and services, except for ongoing services such as Warranty, System Maintenance and Support services

Ifthe City issues a Final System Rejection Notice, the City must provide the specific reasons for rejection. The City of Los Angeles Police Department and Raytheon must meet within (1 0) business days after receipt of rejection for discussion. Raytheon will provide a detailed plan of actions required to resolve all of the reasons for rejection. If disagreement continues, differences will be resolved in accordance to the Disputes contractual section of this document.

The City has the right to utilize the system and I or ali/Deliverables until the identified deficiencies are corrected.

4.11 Follow-on System Support

Description: The Raytheon team will provide supplemental system support:

• Six months of on-site technical support • One year of 24/7 phone support

o Four hour technical response time o Second business day problem resolution o Remote problem diagnosis and support o Remote service and troubleshooting if access is granted to support personnel. o RMA and warranty services o Technical troubleshooting/problem solving assistance:

• Level one support (LAPD Help Desk- not included) • Level two support (Raytheon/CO BAN subject matter expertise) • Level three support (OEM manufacturer assistance)

o Use of an automated help ticket tracking system to follow all problems to closure

Note that the six months of on-site support and the one year of phone support are in addition to, and run concurrently with, the five year Warranty and Maintenance service listed below.

Deliverables: Customer service, system support

Completion Criteria: Follow-on system support begins after final system acceptance. There are no completion criteria other than the passage oftime.

5 DELIVERABLES

5.1 Bill of Material

The Bill of Material (BOM) listed in Appendix B contains detailed information about DIVCS system components and quantities thereof. The BOM specifies what physical entities are to be delivered as patt of the DICVS system.



5.2 Contract Data Requirements List (CDRL)

The following deliverables will be delivered to the City of Los Angeles Police Department under this Statement of Work. See below for a description of guidance for each deliverable. All documents listed are 'Final' unless otherwise stated. All documents are in electronic format (no paper copies).

5.2.0 Acceptance of Deliverables

2. One (I) electronic copy of the Deliverable will be submitted to the City of Los Angeles Police Department Project Manager. It is the City of Los Angeles Police Department Project Manager's responsibility to make and distribute additional copies to any other reviewers.

3. The City of Los Angeles Police Department Project Manager agrees to inform the Raytheon Project Manager within fifteen (15) business days if City accepts the Deliverable or provide a documented list of issues, together with reasonable detail, if City believes Raytheon has not satisfied the criteria for the applicable Deliverable.

4. The Raytheon Project Manager will review the City's issues and implement those changes that Raytheon and City jointly deem necessary to meet the specifications for the applicable Deliverable, Deliverable Guidelines and provide the revised Deliverable to City's Project Manager, at which time the Deliverable is accepted. Any unresolved issues will be managed in accordance with Change Control Procedure between City of Los Angeles and Raytheon for Digital In-Car Video System.

5. If the Raytheon Project Manager does not receive notice or a list of issues within fifteen ( 15) business days, the Deliverable will be deemed accepted, and all obligations of Raytheon regarding such Deliverable will be deemed satisfied.

6. Status Reports are exempt from this procedure.



Table 5-1 CDRL Schedule

5.2.1 Weekly Status Meeting [PM-01]

Purpose: Raytheon will provide the agenda and minutes to the Weekly Status Meeting.

Content: The minutes will typically consist of the following, but are subject to change based on learned best practices:

• Problems, issues, and recommendations • General Discussion • New Business • Activities Planned



Delivery: Raytheon will email the agenda immediately in advance of the meeting. The minutes will be emailed within 24 hours of the meeting.

5.2.2 Program Management Review [PM-02]

Purpose: Raytheon will provide a Program Management Review package (and associated minutes) once per month. The PMR is meant to document the state of the program and bring all stakeholders into alignment. The PMR presents an opportunity to discuss program issues and determine a path forward as well as address program risks and opportunities.

Content: The PMR package will typically consist ofthe following, but are subject to change based on learned best practices:

• Accomplishments • Near-Term plans • Program Issues • Risks and Oppmtunities • Schedule • Subcontractor Status

Delivery: PMRs will be held during the second fiscal week (on a day that is mutually agreeable) allowing one week for collection and processing. Raytheon will email the PMR package within 24 hours of the meeting. The minutes will be emailed within two business days ofthe meeting.

5.2.3 Integrated Master Schedule [PM-03]

Purpose: Raytheon will provide an Integrated Master Schedule (IMS) to the LAPD Project Manager outlining the project tasks, time lines, milestones, dependencies, and critical paths. The IMS will be a key part of the PMR and will illustrate near-term needs. The IMS status will be collected by the PM based% complete of actual accomplishments.

Content:

• Project tasks • Timelines • Milestones • Dependencies

Delivery:

• Included in the PMR package or upon request

5.2.4 Program Kickoff [PM-04]

Purpose: Raytheon will provide a Program Kickoff package (and associated minutes) within the first two weeks of the program to get the program team synchronized. The Program Kickoff allows all team members to get to know each other and become familiar with a common set of program objectives.

Content:



• Identification and introduction of Contractor and Subcontractor program management, engineering, and other key personnel with discussion of responsibilities

• Address overall organizational structure

• Discuss plans, procedures, and schedules

• Staffing approach and plan

• Sub-tier contract objectives and status

• Review status of all open issues and path to closure following the kickoff meeting.

• Discussion/resolution of any requirements or scope clarification

• Identification of a resolution path and schedule for any To-Be-Determined (TBD) requirements

• Identification of near term critical milestones and overall program success criteria

• Review of any assumptions

• Resolve how management will interact in future communications

• Discuss program management plan to ensure all reporting requirements are understood.

Delivery: The program kickoff will be within the first two weeks of the program. The intent is to have the baseline review prior to significant work beginning.

5.2.5 Critical Design Review [PM-05]

Purpose: Raytheon will provide a CDR package (and associated minutes) as soon as possible after program start. The CDR is used to lock down all design artifacts so implementation may begin. The CDR is also used to synchronize key stakeholders on the technical details of the program. The DICVS Design Document will be the centerpiece of discussion. The test plan and the associated test procedures will provide insight into the direction of testing.

Content:

• DICVS Design Document (Final) o Vehicle drawings (one per vehicle type) o Wireless and Wired drawings (one per Division) o LAN Network drawings (one per Division) o Local Storage drawings (one per Division) o Central Storage drawings

• DICVS Test Plan (Final)

• DICVS Vehicle Test Procedure review (Draft)

• DICVS Division Test Procedure review (Draft)

• DICVS Central Storage Test Procedure review (Draft)

• Bill of Material

Delivery: The CDR should be held as soon as possible, tentatively within 30 day of program start.



5.2.6 Vehicle Test Readiness Review [PM-06]

Purpose: Raytheon will provide a Vehicle TRR package (and associated minutes).

Content:

• DICVS Vehicle Test Procedure (Final)

• Roles and responsibilities during testing

• Discussion of known problems

Delivery: The Vehicle TRR package will be delivered two days prior to the event.

5.2.7 Division Test Readiness Review [PM-07]

Purpose: Raytheon will provide a Division TRR package (and associated minutes).

Content:

• DICVS Division Test Procedure (Final)



Delivery: The Division TRR package will be delivered two days prior to the event.

5.2.8 System Test Readiness Review [PM-08)

Purpose: Raytheon will provide a System TRR package (and associated minutes).

Content:

• DICVS System Test Procedure (Final)



Delivery: The System TRR package will be delivered two days prior to the event.

5.2.9 Final System Sign Off Review [PM-09]

Purpose: Raytheon will provide a Final System Sign Off Review (FSSR) package (and associated minutes). The FSSR brings together the culmination of all vehicle, division, and central storage test results. The FSSR also include all As-built design material and user manuals. It is the final summation and closeout of the project.

Content:

• Test Review o DICVS Vehicle Test Procedure results o DICVS Division Test Procedure results o DICVS Central Storage Test Procedure results

• DICVS As-Built Design Document o Vehicle drawings (one per vehicle type) o Wireless and Wired drawings (one per Division)



o LAN Network drawings (one per Division) o Local Storage drawings (one per Division) o Central Storage drawings

• All user training material o DICVS Vehicle Installation Training Document o DICVS Vehicle End User Training Document o DICVS Vehicle System Admin Training Document o DICVS Division End User Training Document o DICVS Division System Admin Training Document o DICVS Central Storage System Admin Training Document

• All user manuals o DICVS Vehicle End User Manual o DICVS Vehicle System Admin Manual o DICVS Vehicle Installation Manual o DICVS Division End User Manual o DICVS Division System Admin Manual o DICVS Central Storage Manual o All manufacturer manuals

• Project's accomplishments summary

• Project deliverables checklist

• LAPD Manager signature block

Delivery: The FSSR will be held towards the very end of the program and will be shown in the IMS.



5.2.10 DICVS Design Plan [SE-01)

Description: Raytheon will provide a plan for how the system will be designed and integrated. This includes all DICVS components: vehicle, division wireless, division local storage, and central storage. The plan will be a guiding document to the DICVS Design Document.

Content:

• Network connectivity • Block diagrams • Data flow diagrams • Integration planning

Delivery: This document is provided during the Program Kickoff.

5.2.11 DICVS Design Document [SE-02)

Description: Raytheon will provide design drawings, in AutoCAD format, that include physical and logical network diagrams. The document will lock down the technical specifications, connectivity, and placement of DICVS equipment. It is decomposed into subsections.

Content:

• Vehicle drawings (one per vehicle type) • Division drawings (one per division) • Central Storage drawings • Configuration instructions

Delivery: This document is presented and approved at the CDR.

5.2.11.1 DICVS Vehicle Design

Raytheon will provide the LAPD Project Manager a design, which will document the end-to-end DICVS Infrastructure design.

This design will consist of the following, as appropriate:

• Schematics documenting the locations of the in-car equipment • Schematics of the mounting hardware • Hardware interfaces and demarcation points within the vehicle, i.e. vehicle ignition

indicator • Power and grounding requirements • Software interface requirements

5.2.11.2 Digital Video System Infrastructure Design

The Digital Video System Infrastructure defines the components of the DICVS that support the management, transportation, and storage of video data, from in-vehicle to the central storage. The design will interface seamlessly with the current Phase I DICVS infrastructure, augmenting its current capabilities and capacity.

This design contains:



o Description and function of each DICVS component • Video data path between various components, describing the data upload, storage and

retrieval processes • Interfaces between components at each location, including in-vehicle, back-end

management server, and storage server • Software interfaces and requirements • End-user access requirements at each location • Integration approach with current DICVS infrastructure • Storage server requirements

o Primary storage via hard disk array o Extended storage viaL T0-5 tape drive o Storage capacity requirements, current and projected o Distributed storage design, accessibility from any precinct

• Data transport requirements • Network infrastructure and respective requirements to support data upload, including

wired, wireless, and removable media • Inter-Division transfer • Video streaming requirements • Back -end management server requirements • Define the underlying assumptions that influence the design

5.2.12 DICVS 'As-Built' Design Document [SE-03]

Description: The As-built Design Document is a final version of the DICVS Design Document. It includes updates and corrections observed during installation.

Content:

• See DICVS Design Document for details

Delivery: This document is presented and approved at the FSSR.

5.2.13 DICVS System Configuration Manual [SE-04]

Description: This manual contains the technical configurations and parameters set for each of the vehicle, division, and central storage components. In addition to a man readable fmmat (this manual) softcopies, where applicable, will be saved off and stored online for posterity.

Content:

• IP Address • Configuration settings • Timing • Parameters

Delivery: This document is presented and approved at the FSSR.



5.2.14 Test Plan [IV&V-01]

Purpose:

Raytheon will provide the LAPD Project Manager with a set of documents including the System Test Plan, Test Acceptance Data Sheets and Test Acceptance Report for the in-car and back office solution.

Content:

The Test Plan will consist of the following, as appropriate:

e Prerequisites for the test

• Describe and record the set-up instructions

• Document testing instructions

• Document Test results recording methodology

Delivery:

Raytheon will deliver one (1) hard copy of the Test Plan document, the Test Acceptance Report and one set of the Inspection/Acceptance Data sheets, in reproducible format, and one (1) soft copy of the Test Plan document and the Test Acceptance Report in a mutually agreed to medium to the LAPD Project Manager.

5.2.15 DICVS System Test Procedure [IV &V-02]

Purpose:

The System Test Procedure is an end-to-end test designed to ensure functionality of the system from initial data capture through to final system storage and retrieval. It will test the entire set of DICVS components from vehicle, through the back office, and onto centralized system storage at CHE.

Content:·

• Date and time

• Equipment serial numbers

• Testers with sign off area

• Tests performed (not all inclusive)

o End-to-end network transfer for all substations

o AutoDVD operations

Delivery:

A single test will be reviewed and approved at the System TRR.

5.2.16 DICVS System Test Results [IV&V-03]

Purpose:



Provide an electronic copy of the results of the DICVS Central Storage Test Procedure. The pen and ink version will be scanned in and stored digitally.

Content:

• Pen and ink population of the DICVS Central Storage Test Procedure signed off by the testers, LAPD officer, and/or Raytheon representative (if applicable).

Delivery:

System Test results are provided at the end of central storage testing.

5.2.17 DICVS Division Test Procedure [IV &V-04]

Purpose:

Provide a battery of tests that verify the functionality and operational ability of the components at the Division. This includes the wired/wireless data transfer, the Local Area Network, and the onsite local storage. Testing includes performance testing to ensure capacity meets specifications.

Content:

e Date, time, location,

o Equipment serial numbers

• Tester names with sign off area

• Tests performed (not all inclusive) o Wired upload transfer speed o Wireless upload transfer speed o Cradle upload o DVMS functionality

• Filtering • Playback • Authentication

Delivery:

One division test procedure will be used for all divisions.

5.2.18 DICVS Division Test Results (IV&V-05]

Purpose:

Provide an electronic copy ofthe results of the DICVS Division Test Procedure that is performed at each division.

Content:



• Pen and ink population of the DICVS Division Test Procedure (one per division); this will include the sign off by the vehicle installer/tester and an LAPD officer or Raytheon representative (if applicable).

Delivery:

One per division, supplied at the end of division testing.

5.2.19 DICVS Test Vehicle Acceptance Test Procedure [IV &V-06]

Purpose:

Perform a comprehensive vehicle test on three of demonstration vehicles that prove system functionality, design, component placement, etc. are all as expected. Encompassing several days of officer soak testing for operational acceptability, this test will be the primary mechanism to signing off on vehicle design requirements. Note that this test procedure will only be performed once.

Content:

e Date, time, location, vehicle ID

• Equipment serial numbers

• Installer and tester names with sign off area

• Tests performed (not all inclusive) o Video recording (both cameras) o Audio recording (all microphones) o Video trigger activation o Retrieval/Playback o Upload o GPS functionality

o General craftsmanship

Delivery:

One vehicle test procedure will be used for all vehicles.

5.2.20 DICVS Test Vehicle Acceptance Test Results [IV & V-07]

Purpose:

Collect proof the vehicle portion of the DICVS meets operational and functional requirements as designed.

Content:

• Operational utility for the placement of components

• System perfonnance for vehicles



• Functional performance

• Tests performed (not all inclusive) o Video recording (both cameras) o Audio recording (both microphones) o Video trigger activation o Retrieval/Playback o Upload

Delivery:

Test results will be provided at the completion of the vehicle testing.

5.2.21 DICVS Vehicle Installation Sign Off Results [IV&V-08]

Purpose:

Provide an electronic copy of the results of the DICVS Vehicle Sign Off sheet that is performed on each division vehicle.

Content:

• Pen and ink population of the DICVS Vehicle Sign Off Sheet (one per vehicle); this will include the sign off by the vehicle installer/tester and an LAPD officer or Raytheon representative (if applicable).

Delivery:

One per vehicle, supplied at the end of division testing.

5.2.22 DICVS End User Training Material [TRNG-01]

Purpose:

End-User (train the trainer) Training Material will be provided to the LAPD Project Manager, to be used in training the LAPD training personnel on all aspects of the in-car capture, transfer, and back office procedures.

Content:

• Description of overall DICVS solution • In-car video capture procedures • In-car video transfer procedures • Back office procedures

Delivery:

End user training materials will be provided I 0 business days prior to the training sessions.



5.2.23 DICVS Vehicle Installation Manna! [TRNG-02)

Purpose:

A Vehicle Installation Training Manual will be provided to fleet technicians during the 'job shadowing' portion of installation of the Test Vehicles.

Content:

• Step-by-step installation procedures for installing DICVS vehicle components

Delivery:

The vehicle installation manual will be provided at the Vehicle TRR.

5.2.24 DICVS End User Manual [O&M-01)

Purpose:

The DICVS End User Manual will be provided to the LAPD Project Manager, which provides a reference for end users ofthe system.

Content:

• Description of overall DICVS solution • In-car video capture procedures • In-car video transfer procedures • Back office procedures

Delivery:

All user manuals will be reviewed and approved at the TRR.

5.2.25 DICVS System Administrator Manual [O&M-02)

Purpose:

The DICVS System Administrator Manual will be provided to the LAPD Project Manager, which provides a reference manual for system administrators.

Content:

• Back office system administrator functions • CHE (central storage) system administrator functions

Delivery:

The DICVS System Manual will be provided 10 business days prior to the training session.

5.2.26 Manufacturer User Manual [O&M-03)

Purpose:



Organic hardcopy and softcopy manuals supplied by OEM manufacturers will be provided to the LAPD.

Content:

• OEM manuals

Delivery:

OEM user manuals will be provided at the Final System Sign Off Review.

6 CITY OF LOS ANGELES POLICE DEPARTMENT RESPONSIBILITIES

The successful completion of the proposed effort depends on the full commitment and participation of City of Los Angeles Police Department management and personnel. The responsibilities listed in this section are in addition to the responsibilities specified in the Agreement, and are provided at no charge to Raytheon. Raytheon's performance is dependent upon the following responsibilities fulfillment by LAPD as scheduled in the project plan. Delays in performance of these responsibilities, may result in additional cost and/or delay of the completion of the project, and will be handled in accordance with the Project Change Control Procedure.

6.1 Los Angeles Police Department Project Manager

Prior to the start of this Statement of Work, LAPD will designate a person, called the LAPD Project Manager, to whom Raytheon communications are addressed and who has the authority to act for LAPD in all aspects of the contract.

The LAPD Project Manager's responsibilities include:

1. Serve as the interface between Raytheon and all LAPD departments, organizations and sites participating in this project.

2. With the Raytheon Project Manager, develop the project plan prior to implementation. 3. With the Raytheon Project Manager, administer Project Change Control. 4. Attend the project kick-off/high level planning session. 5. Attend project status meetings. 6. Obtain and provide information, data, decisions and approvals, within five (5) working

days of Raytheon' request, unless both Raytheon and LAPD agree to an extended response time.

7. Help resolve project issues and escalate issues within the City of Los Angeles Police Department organization, as necessary.

8. Work with Raytheon to schedule the on-site survey at LAPD locations. 9. Participate with Raytheon while Raytheon demonstrates the operation input,

cataloging/indexing, query, and management functions of your content management server.

10. With the Raytheon Project Manager, coordinate activities for Final System Acceptance. 11. Attend the final project meeting to review the accomplishments and deliverables.



6.2 Other City of Los Angeles Police Department Responsibilities

I. Provide security clearance and building access for Raytheon project personnel. Most of the work involved in this project is performed during normal working hours (8:00 AM to 5:00PM). However, on some occasions, LAPD may need to provide access to facilities outside of these hours with forty-eight (48) hours notice.

2. Receive delivery of the video capture equipment at designated locations. 3. Provide the workstation and associated operating system used as the DICVS

workstations. 4. Designate suitable vehicles in which the in-car video equipment is installed, and work

with Raytheon to schedule a time to install the in-car video equipment in the LAPD designated vehicles.

5. Provide access to the vehicles at the agreed upon time to allow Raytheon or its subcontractors to install the equipment.

6. Provide personnel to monitor the installations and to receive basic skills instruction from Raytheon by observing during the performance of the installation services and to provide vehicle installation signoff.

7. Provide suitable training facilities (e.g., table, chairs for staff that will be trained, PC projector and projection screen) for end-user and administrator training.

8. Ensure LAPD personnel who attend the System Administrator training sessions herein have basic server administrator skills for Microsoft SQL and Microsoft Windows Server.

9. Provide personnel who will work with Raytheon to test the transfer procedures. 10. Provide personnel to attend the training session on video capture and transfer procedures. 11. Provide access to your existing IP network for the DICVS server and provide any

necessary network addresses or other items needed to integrate into the network. 12. Work with Raytheon to define the test procedures and basic functions to be tested. 13. Provide confirmation the Phase 1 classifications (for types of users) is valid in Phase 2. 14. Provide access to LAPD's transfer workstation, IP network equipment, and provide

network addresses to integrate DICVS into the network. 15. Provide personnel to monitor the deployment of the transfer workstation and to receive

basic skills instruction from Raytheon by observing our actions during the performance of Services.

16. Provide personnel to attend a training session on DICVS management administration procedures.

17. Record an instructional video that can be used in training additional personnel and officers.

18. Identify, collect, and provide input information on legislation that would affect the development of video data retention policies.

19. Make final determination of roles, access authorities and privileges during creation of the Access Control Plan.

20. Work with Raytheon to identify mounting point locations, provide mounting surface and power facilities for the wireless access points.

21. Provide all required LAN connections for access points and servers.



22. Provide a workstation (either new or existing) at each division that will function as the DICVS workstation. This workstation must have Windows XP SP2 (or newer) operating system with USB 2.0 capability.

23. Install all inside network connectivity that is identified as required for system operation during site surveys

24. Provide access to two network switches with two ports on each (per Division). 25. Provide secure mounting location for installation of network cabinets in the

garage/basement area of Division locations. 26. The design of the mounting gear included with the access points attach to the outside of

most structures. Should specialized mounting equipment (outdoor enclosures, etc,) be required, the City of Los Angeles Police Department will provide these, or procured by Raytheon through a contract amendment.

27. City of Los Angeles Police Department is responsible for existing LAN/WLAN applications and network communication issues. Raytheon and LAPD will jointly assess the potential impact on network capacity of the additional recorded transmissions from remote locations to the centralized site. LAPD will be responsible for upgrades to the LAN/WLAN to accommodate the incremental network traffic.

28. An operational IP-based network exists in the City of Los Angeles Police Department location where the content management server and upload workstation will be installed. That is, each of the six (6) Central Bureau locations that will have upload capability (wired and wireless) connects to the LAPD LAN/WLAN.

29. City of Los Angeles Police Department will provide a working space for vehicle installation. The installers ·will require a covered area (e.g., garage, "car port", etc.) with lighting.

30. LAPD will provide the network integration points (connections) for connecting Integrated Wireless LAN Controllers and DVMS servers into the local network at each of the six division locations.

31. The Access Point locations and wired Ethernet locations will be determined during the detailed site surveys.

32. The workstations provided by the LAPD for use as the transfer workstation should be comparable to the following specification:

o Required Core 2 DUO, 2.2GHz or Above

o Recommended Intel Core iS

o Required 2GB RAM o Recommended 4GB RAM or Above

o Required 64MB Graphics Card

o Recommended 512 MB Graphics Card o Required OS: Windows XP Professional with SP3 (or above)

o Recommended OS: OS: Windows 7 Professional

o Required USB 2.0 port for upload cradle (Mobile HDD upload/download) o Required Active Ethernet Connection lGbps o Required Windows Media Player 9.0 or higher o Required DIVX Player installed- for backwards compatibility with Phase 1 MPEG 4 videos

o Recommended 50GB Free Hard Disk Space or above

33. Overseeing all aspects of the project and providing personnel to support the project plan 34. Providing key feedback to the contractor team and approval of deliverables



35. Enumerated below are the software and hardware licenses procured under Phase 1 in which Raytheon is dependent upon for use in Phase 2. Table 6-1 summarizes the licenses.

Table 6-1 Phase 1 license and support needed for Phase 2

End Pser ••. ·.·. . ... .. Div Vend.of HW/SW Description . ...

. .··.····•·· . Qty los Angeles Police Department CHE CO BAN Software CO BAN DVMS ENTERPRISE SOLUTION

los Angeles Police Department CHE CO BAN Software CO BAN DVMS AUTO BURN MAINTENANCE

los Angeles Police Department CHE CISCO Software Cl SCO W CS MAl NTENANCE

los Angeles Police Deoa rtment CHE CISCO Hardware CISCO X3550 WCS SERVER

los Angeles Police Department CHE CISCO Hardware CISCO ACS SERVER

los Angeles Police Deoa rtment CHE IBM Software IBM TIVOLI STORAGE MANAGER

los Aneeles Police Department CHE IBM Hardware IBM 3S84 TAPE liBRARY

los Angeles Police Department CHE IBM Hardware IBM X3850 SERVER

o DVMS Server Upgrade • Raytheon is dependent upon the DVMS Server upgrade. • Raytheon will collaborate with Caban to assure that the DVMS Server

upgrade will have no operational impact to the South Bureau Phase 1 system operation.

2 1 1 2 2

1 1 2

• The DVMS upgrade includes two (2) servers at each of the four (4) South Bureau divisions and two (2) servers located at City Hall East.

• This SOW does not cover maintaining the following licenses and maintenance support agreements

e Co ban DVMS Enterprise Solution • Co ban DVMS Auto bum Maintenance • Cisco WCS Maintenance • Cisco x3 5 50 W CS Server • Cisco ACS Server

• The DVMS upgrade is required before the three (3) car pilot testing can begin.

o South Bureau Workstation Upgrade • Raytheon is dependent upon the South Bureau Workstation DVMS Client

upgrade. • This SOW does not cover the South Bureau workstation upgrade, nor the

licenses and maintenance agreements therein. • The South Bureau workstation upgrade should occur as soon as practical

and is required before the three (3) car pilot testing can begin. o City Hall East- Tape Storage

Raytheon Sensitive

• Raytheon is dependent upon a functional Tape Storage system. • This SOW does not cover maintaining the following licenses and

maintenance support agreements: • IBM Tivoli Storage Manager • IBM 3584 Tape Library (four frames)

Page 47


• As part of the base contract, Raytheon will replace the five (5) LT0-4 tape drives. with five (5) LT0-5 tape drives. The warranty on the new tape drives is for five ( 5) years

• Tape frames (cabinets) purchased under Phase 1 will not have warranty extended in phase 2, only the tape drives receive the five (5) year warranty.

o City Hall East- SAN storage • Raytheon will reuse the two (2) IBM x3850 servers • The Raytheon proposal does not include maintenance of the servers

36. Providing vehicles for prototype design and testing 37. Provide a rotating pool of vehicles to facilitate the installation process at a constant flow

as to not slow the project schedule. Any delays to the project schedule due to actions of the LAPD will result in a project change of scope. A project change of scope will require a new amended project schedule and possible additional charges.

38. Provide access or escorts to allow the Raytheon Team and any project subcontractors into areas needed for work on this project.

39. Any training beyond the RFP will be the responsibility of the LAPD and their Train the Trainers.

40. Making personnel and facilities available as required 41. Any changes or additions to the project after the project start date will be a change of

scope and will result in a change order and possible further charges. 42. Any project change of scope originating from the actions of the LAPD will result in a

new amended project schedule. 43. Provide a means to authenticate to LAPD's NovellE-directory system consistent within

all applicable bureaus.


Raytheon Sensitive


APPENDIX A- Requirements Traceability Matrix

Page 49

Raytheon Sensitive


Page 50

Raytheon Sensitive


Page 51

Raytheon Sensitive


Page 52

Raytheon Sensitive


Page 53

Raytheon Sensitive


Page 54

Raytheon Sensitive

LAPD In-Car Video Raytheon .Statement of Work

Page 55


APPENDIX B- Bill of Material

The actual BOM may change based on site surveys.

Raytheon Sensitive

VEHICLE.BOM

Touchscreen Monitor Smart Power Module 32 GB Internal Solid State Drive External 32GB Solid State Removable Hard Drive Sony Camera 18 x Optical Wireless Microphone Transmitter and Receiver Covert Backseat Microphone lnternal802.11 algin wireless card (optional WiMax) Three Year Limited Hardware Warranty

Touchscreen Monitor Smart Power Module 32 GB Internal Solid State Drive External 32GB Solid State Removable Hard Drive Sony Camera 18 x Optical Wireless Microphone Transmitter and Receiver Covert Backseat Microphone Internal 802.11 algin wireless card {optional WiMax) Three Year Limited Hardware Warranty

Page 56

SCOPT-14

SCMR-102

SCMJC-PKGBT

C-3190-F

ES42P-12VDC

SCDPT-04 ... SCOPT-01

Raytheon Sensitive


Visor Mount Ethernet Port

0.7x Wide Angle Adapter Lens

Package B (Transmitter)

Havis Trunk Tray (Full Tray} C·319D·F

GarrettComm Switch ES42P·12VDC

Crash Sensor

GPS

BACK OFJ<1CE BOM

ur;~:~~5~,~;;~~~~~~~ 3J TS1 Ultrium 5 Tape Drive x 5 3588-9696 F5A DRIVE FIELD INSTALL x 5 3584-L53 TS3500 Tape Library 3584-500 Library & Drive Code Update x 1 3584-1514 L TO Fibre Drive Mounting Kit X 5 3584-1678 3588 Drive Field Install Assist x 5 3584-1690 Advanced Library Management System x 1 3584-6025 25M LC-LC Fibre Channel Cable x 5 3584-9696 3588-F5A Field Install x 5 3588-FA TS1 050 Ultrium 5 Tape Drive 5yr, 24x7 hardware maintenance x 5

to 1.5 PB, part of storage (approx 320TB) will utilize existing Tapes 3589-0141.5TB ULTRIUM TAPE CART LAB 1 3589-1020 1.5GB LABEL 20-PK 3589-8000 JEWEL CASE 1 3589-9003 ALPHA PREFIX BKGRD - RED 1 3589-9022 LABEL BKGRD: COLORNIBRANT 1 3589-9110 First character of Volser is A 3589~9200 Second character ofVolser is 0 3589.9300 Third character of Volser is 0 3589~9400 Fourth character of Volser is 0 3589~9500 Fifth character of Volser is 0

Page 57

38

38

38

38

38

38

38

R-520

SWITCH

Raytheon Sensitive


OEM PowerEdge R520,TPM (225-3129) OEM PowerEdge R520 Shipping (331-7419) Risers with up to 4 x16 PCie Slots (331~7118} On~Board Broadcom 5720 Dual Port 1GBE (430~4715) Intel Ethernet 1350 DP 1Gb Server Adapter, Low Profile {430-4441) Basic Management {331-3482) 3.5'' Chassis with up to 4 or 8 Hard Drives (318-2065) SAS Cable for Hardware RAID (331-7108) Fresh Air Cooling (331-8242) Brand/Bezel, OEM PowerEdge R520 (318-2153) Performance BIOS Setting {330-3492) RAID 1+RAID 5 for H710P/H710/H310 (2 SATA + 3-6 SAS HODs) (331-7087) PERC H710 Integrated RAID Controller, 512MB NV Cache (342-3529) Heat Sink,PowerEdge (317 -9826) Intel Xeon ES-2430 2.20GHz, 15M Cache, 7.2GT/s QPI, Turbo, GC, 95W (319-0021) Heat Sink,PowerEdge {317-9826) Intel Xeon ES-2430 2.20GHz, 15M Cache, 7.2GT/s QPI, Turbo, 6C, 95W (319-0030) 4GB RDIMM, 1333 MT!s, Low Volt, Single Rank, x4 Data Width {317~9649) ~ Quantity 4 1333 MHz RDIMMs (331-4422) , Performance Optimized {331 -4428) 1TB 7.2K RPM Near-Line SAS 6Gbps 3.5in Hot-plug Hard Drive (342~2098)-Quantity 5 500GB 7.2K RPM SATA 3Gbps 3.5in Hot-plug Hard Drive (341-8728)-Quantity 2 Electronic System Documentation and OpenManage DVD Kit for R520 (331-7116) DVD ROM, SAT A, Internal (313-7541) ReadyRails Sliding Rails With Cable Management Arm (331-4433) Dual, Hot-plug, Redundant Power Supply (1+1), 750W (331-4605) Power Distribution Board for Hot Plug Power Supplies {331-7112} Power Cord, NEMA 5-15P to C13, 15 amp, wall plug, 10 feet f 3 meter {310~ 8509)- Quantity 2 Display, Flat Panel Display, 17,E1713SB,BLK,DAO, Latitude, Precision, OptiPJex (320-9602) Optical Mouse, Two Buttons, USB, Black {331-0846) Dell QuietKey Keyboard, No Hot Keys, English, No Palmrest, ESG (331-2254) ProSupport for OEM: 4-Hour 7X24 Onsite Service After Problem Diagnosis, 15 Months (939-0304) ProSupport for OEM: 4-Hour 7X24 Onsite Service After Problem Diagnosis, 48 Months Extended (939-2864) ProSupport for OEM: 7x24 Technical Support, 63 Months (939-2904) Dell ProSupport. For tech support, visit http:l/support.dell.com!ProSupport or call1-800-945-3355 (989-3439) Dell Hardware Limited Warranty Plus On Site Service lnitial15 Months (994-9967) Dell Hardware Limited Warranty Plus On Site Service Extended Months(s) (995-0187) On-Site Installation Declined (900-9997) Proactive Maintenance Service Declined {926-2979) OEM Solutions Basic Program Support {927 -3179)

Cisco Catalyst 3750X-24P-S - (WS-C3750X-24P-S) x 1 Cisco SMART net (CON-SNTE-3750X2PS) x 5 Cisco 1000BASE-SX SFP (GLC-SX-MM=) x 1 BELKIN 500'FIBER OPTIC CABLE ST/ST (A2F20200-500) x 1

Page 58

1 12

1 12

UPS

Raytheon Sensitive


Dell UPS Rack, 1920W, 2U, 120V,with 5"20P to C19, 3m input cord (225"2386) Dell UPS External Battery Module, Rack, 72V, 2U, for 1920W UPS {312-2222) Basic Hardware Services: Business Hours (5X10) Next Business Day On Site Hardware Warranty Repair 4 Year Exten (933-1554) Dell Hardware Limited Warranty Initial Year (935-2197) Dell Hardware Limited Warranty Extended Year(s) {938-8378) Basic Hardware Services: Business Hours (5X10) Next Business Day On Site Initial Year (996-461 0)

Oell4220 42U Rack with Doors and Side Panels Basic: Business Hours {5X10) Next Business Day Parts Delivery 4 Year

Extended (987 -9524) Basic: Business Hours (5X10) Next Business Day Parts Delivery Initial

Year ( 992-5090) Dell Hardware Limited Warranty Extended Dell Initial

NL ( A5917735 )SQL CAL 2012 SNGL OLP NL DVCCAL ( A5917706) x 5

WIN SVR STD 2012 SNGL OLP NL 2 PROC (A6362262) WIN SVRCAL 2012 SNGL NL DVCCAL (A6362243)

WIRELESS BOM

Page 59

12

6

12

BS215WM

GE60

AIR-CT2504-15-K9

SWITCH

Raytheon Sensitive


Intermediate Wall Cabinets

~-Great Lakes BS215WM Wall Mount Cabinet

BridgeWave GE60 Mid-Range (Microwave)

Wireless LAN Controller 5YR SMARTNET - 24x7x4

Cisco Catalyst 3750X-24P-S • (WS-C3750X-24P-S) x 1 Cisco SMARTnet (CON-SNTE-3750X2PS) x 5 Cisco 1000BASE-SX SFP (GLC-SX-MM=) x 1 BELKIN 500'FIBER OPTIC CABLE ST/ST (A2F20200-500) x 1

Page 60

8

2

12

8

SOW# LAPD DICVS

in which work in sites is

Page61 of96

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SOW# LAPD DICVS

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Page 63 of96

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Page 65 of96

SOW# LAPD DICVS

APPENDIX D - Options

1. Option 2- Valley and West Bureau

Option 2 extends option 1 to the Valley and West Bureaus. The scope of work described in this SOW for divisions and their associated vehicles are inherited for Option 2 scope. Design elements that are common to all bureaus and CHE scope will remain solely within Option I. The Divisions and their associated vehicle count are listed below.

Valley Bureau (7 divisions+ traffic, 477 cars)

• Topanga Division ( 66) • West Valley Division (59) • Devonshire Division (56) • Mission Division (61) • Foothill Division (66) • North Hollywood Division (60) • Van Nuys Division ( 67) • Valley Traffic Division ( 42)

West Bureau (5 divisions+ traffic, 366 cars)

• Wilshire Division (67) I West Traffic Division (38) • Olympic Division (62) • Pacific Division (63) • West Los Angeles Division (61) • Hollywood Division (75)

2. Option 3- South Bureau Retrofit

Option 3 is to retrofit the South Bureau vehicles with the latest EDGE DICVS. The South bureau and the associated vehicle counts are shown below:

South Bureau (4 divisions+ traffic, 351 cars)

• Southwest Division (82) I South Traffic Division (29) • Southeast Division (88) • 77th Street Division (86) • Harbor Division ( 66)

3. High Availability Option

The High Availability (HA) option involves providing additional software to meet high availability needs of the LAPD. The scope of work and equipment for this option is shown below:

Page 66 of96

SOW# LAPD DICVS

Scope of solution:

Heartbeat mechanism between the 2 servers located at each substation Automatic Failover for each subserver, where the backup server automatically assumes operation in the event that the main server becomes non-operational. No additional redundant hardware past the standard offering is included with this option.

If options 2 and 3 are selected, additional parts and labor will be included to include those bureaus and division.

4. SAN Storage Upgrade- Product Option

The SAN Storage Upgrade -Product Option provides the hardware components required to replace the original SAN provision supplied by IBM in phase 1.

Scope of solution:

Hardware replacement of a!! legacy disk SAN and related components additional redundant hardware the standard is included with this up''l>"·

Page 67 of96

PowerVault MD3260, 6Gb SAS, 4U~60 Drive Dense Array, Dual Controllers, RKMNT (225~3881) 3TB 7.2K RPM Near~Line SAS 6Gbps 3.5in Hot~plug Hard Drive (342~5225) -Quantity GO Power Cord, C20 to C19, PDU Style,16A, 250V, 2ft (0.6m) (330-6398) Power Cord, C20 to C19, PDU Style,16A, 250V, 2ft (0.6m) (330-6398) 6Gb SAS Cable, 1M (330-6062)- Quantity 2 6Gb SAS Cable, 1M (330-6062) -Quantity 2 No Additional Software (410-1074) Dell Hardware Limited Warranty Initial Year (967-4258) Dell Hardware Limited Warranty Extended Year(s) (967-4259) Non-Mission Critical: 4-Hour 7x24 On-site Service After Problem Diagnosis, Initial Year {9674288) Non-Mission Critical: 4-Hour 7x24 On-site Service After Problem Diagnosis, 4 Year Extended (967-4293) ProSupport: 7x24 HW I SW Tech Support and Assistance, 5 Year (967-4340) Dell ProSupport. For tech support1 visit http://support.dell.com/ProSupport or call1-800-945-3355 (989-3439) On-Site Installation Declined (900-9997) Proactive Maintenance Servfce Declined (926-2979) OEM Solutions Basic Program Support (927-3179) 6Gb SAS HBA, Dual Port, Cust Kit (342-0910)

SOW# LAPD DICVS

UPS Dell UPS, Rack, 3750W, 4U, HEOnline, 208V, with L6-30P, 2m attached cord (225-2385) Dell UPS External Battery Module, Rack, 192V, 3U, for 3750W and 4200W UPS (312-2225) Basic Hardware Services: Business Hours (5X10) Next Business Day On Site Hardware Warranty Repair 4 Year Exten (933~2234) Dell Hardware Limited Warranty Initial Year (935-2407) Dell Hardware Limited Warranty Extended Year(s) (938-8568) Basic Hardware Services: Business Hours (5X10) Next Business Day On Site Hardware Warranty Repair Initial Year {996-5800) On-Site Installation Declined (900-9997)

5. Disaster Recovery Option

In the event of a catastrophe, the disaster recovery site not only houses copies of all video, but can also serve as a replacement hub, so continued system operations is possible. The scope of work and equipment for this option is shown below:

Page 68 of96

1

SOW# LAPD DICVS

R-520 OEM PowerEdge R520,TPM (225-3129) 1 OEM PowerEdge R520 Shipping (331-7419) Risers with up to 4 x16 PCJe Slots (331 ~7118) On-Board Broadcom 5720 Dual Port 1GBE (430-4715) Intel Ethernet 1350 DP 1Gb Server Adapter, Low Profile {430~4441) Basic Management (331 -3482) PERC HB1 0 RAID Adapter for External JBOD, 1Gb NV Cache (342-3532) 3.5" Chassis with up to 4 or 8 Hard Drives (318-2065) SAS Cable for Hardware RAID (331-7108) Fresh Air Cooling (331-8242) Brand/Bezel, OEM PowerEdge R520 (318-2153) Performance BIOS Setting (330-3492) RAID 1+RAID 5 for H710P/H710/H310 (2 SATA + 3-6 SAS HDDs) (331-7087) PERC H710 Integrated RAID Controller, 512MB NV Cache {342-3529) Heat Sink,PowerEdge (317-9826) Intel Xeon E5-2430 2.20GHz, 15M Cache, 7.2GT/s QPI, Turbo, 6C, 95W (319-0021) Heat Sink,PowerEdge (317-9826) Intel Xeon E5·2430 2.20GHz, 15M Cache, 7.2GT/s QPI, Turbo, 6C, 95W (319-0030) 4GB RDIMM, 1333 MT/s, Low Volt, Single Rank, x4 Data Width (317-9649} ·Quantity 4 1333 MHz RDIMMs (331-4422) Performance Optimized (331-4428) 1TB 7.2K RPM Near-Line SAS 6Gbps 3.5in Hot-plug Hard Drive (342-2098)- Quantity 5 500GB 7.2K RPM SATA 3Gbps 3.5in Hot~plug Hard Drive (341~8728) ~Quantity 2 Electronic System Documentation and OpenManage DVD Kit for R520 (331~7116) DVD ROM, SAT A, Internal (313-7541) ReadyRails Sliding Rails With Cable Management Arm (331-4433) Dual, Hot-plug, Redundant Power Supply (1+1), 750W (331-4605) Power Distribution Board for Hot Plug Power Supplies (331 ~7112) Power Cord, NEMA 5-15P to C13, 15 amp, wall plug, 10 feet /3 meter (310-8509)- Quantity 2 Display, Flat Panel Display, 17,E1713SB,BLK,DAO, Latitude, Precision, OptiPiex (320-9602) Optical Mouse, Two Buttons, USB, Black {331-0846) Dell QuietKey Keyboard, No Hot Keys, English, No Palmrest, ESG (331-2254} ProSupport for OEM: 4-Hour 7X24 Onsite Service After Problem Diagnosis, 15 Months (939-0304) ProSupport for OEM: 4-Hour 7X24 Onsite Service After Problem Diagnosis, 48 Months Extended (939-2864) ProSupport for OEM: 7x24 Technical Support, 63 Months (939-2904) Dell ProSupport. For tech support, visit http://support.dell.comfProSupport or call1-800-945-3355 (989-3439) Dell Hardware Limited Warranty Plus On Site Service lnitial15 Months {994~9967) Dell Hardware Limited Warranty Plus On Site Service Extended Months(s) (995-0187) On-Site Installation Declined (900-9997) Proactive Maintenance Service Declined (926-29~~) OEM Solutions Basic Program Support (927-3179

MD3260 PowerVault MD3260, 6Gb SAS, 4U-GO Drive Dense Array, Dual Controllers, RKMNT (225- 1 3881)3TB 7.2K RPM Near~Une SAS GGbps 3.5in Hot-plug Hard Drive {342-5225}- Quantity 60Power Cord, C20 to C19, PDU Style,16A, 250V, 2ft (0.6m)(330-6398)Power Cord, C20 to C19, PDU Style,16A, 250V, 2ft (0.6m) (330-639B)6Gb SAS Cable, 1M (330·6062)- Quantity 26Gb SAS Cable, 1M (330-6062)- Quantity 2No Additional Software (410-1074)Dell Hardware Limited Warranty Initial Year {967~4258}Dell Hardware Limited Warranty Extended Year{s) (967-4259)Non~Mission Critical: 4~Hour 7x24 On-site Service After Problem Diagnosis, Initial Year (967~4288)Non-Mission Critical: 4·Hour 7x24 On-site Service After Problem Diagnosis, 4 Year Extended (967-4293)ProSupport: 7x24 HW I SW Tech Support and Assistance, 5 Year (967~ 4340)Dell ProSupport. For tech support, visit http:llsupport.dell.comfProSupport or call1·800-945M3355 (989-3439)0n~Site Installation Declined {900-9997)Proactive Maintenance Service Declined (926-2979)0EM Solutions Basic Program Support {927~3179)

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MD3260 PowerVault MD3060e, 6Gb SAS, 4Uw60 Drive Dense Expansion Enclosure, RKMNT (225~ 1 3877)3TB 7.2K RPM Near-Line SAS 6Gbps 3.5in Hot-plug Hard Drive (342-5225) -Quantity 36Power Cord, C20 to C19, PDU Style,16A, 250V, 2ft (0.6m) (330-6398)Power Cord, C20 to C19, PDU Style,16A, 250V, 2ft (0.6m) (330-6398)6Gb SAS Cable, 1M (330-6062)- Quantity 26Gb SAS Cable, 1M {330-6062)- Quantity 2Dell Hardware Limited Warranty Initial Year (967-5361)Dell Hardware Limited Warranty Extended Year(s) (967-5362)Non-Mission Critical: 4-Hour 7x24 On-site Service After Problem Diagnosis, Initial Year (967-5391)Non-Mission Critical: 4-Hour 7x24 On-site Service After Problem Diagnosis, 4 Year Extended (967-5396)ProSupport: 7x24 HW 1 SW Tech Support and Assistance, 5 Year (967-5443)Dell ProSupport For tech support, visit http://support.dell.comfProSupport or caii1-B00-945-3355 (989-3439)0n-Site Installation Declined (900w9997)Proactive Maintenance Service Declined (926w2979)0EM Solutions Basic Program Support (927~3179)

TAPE LIBRARY 3584wl53 TS3500 Tape Library 1 TAPE CARTRIDGES 3584w1514 LTO Fiber Drive Mounting Kit SAN SWITCH 3584w1643 Intermediate Capacity of Demand

3584~1644 Full Capacity of Demand 3584~1682 Path Failover 3584~1690 Advanced Library Management System 3584·2710 RemoteSupport Facility 3584-2724 Rackmount TX3000 System Console 3584-2734 USB Modem 3584·5512 KVM· Display I Keyboiard/Mouse 3584-G01313M LC·LC Fiber Channel Cable 3584-9205 Enhanced Grippers/Pivot 3584-9600 Attached to pSeries or RS/6000 3584-9695 3588-F5A Plant Install 3584-9972 Dual 4.3M Pwr Cord Non-Watertight 3588-F5A Ultrium 5 Tape Drive 3588-9695 F5A Plant Install 3584-554 T$3500 HD Frames for L TO Drives 3584-1646 HD COD for S54 3589-014 1.5 TB Ultrium Tape Cartridges Labeled 3589·1420 1.5 TB Labeled 20-pack 3589.8000 Jewel Cases 3589-9003 Label background color Red 3589.9022 Color/vibrant background 3589-9113 First character of Volser is D 3589·9230 Second character of Volser is U 3589-9322 Third character of Volser isM 2498-F24 IBM System Networking SAN24B-5 2498·260116 Gbps SW SFP+ Transceiver 2498-2608 16 Gbps SW SFP+ Transceiver S-Pack 2498-F24 IBM System Network SAN25B-5 5yr, 24x7 hardware maintenance x 1 3584-L53 TS3500 Tape Library 5yr, 24x7 hardware maintenance x 1 3584-554 TS3500 HD Frames for L TO Drives 5yr, 24x7 hardware maintenance x 1 3588.f5A TS1050 Ultrlum 5 Tape Drive 5yr, 24x7 hardware maintenance x 3

224-4934 Rack 1 Dell4220 420 Rack with Doors and Side Panels Basic: Business Hours {5X10) Next Business Day Parts Delivery 4 Year Extended Basic: Business Hours (5X1 0) Next Business Day Parts Delivery Initial Year Dell Hardware Limited Warranty Extended Year Dell Hardware Limited Warranty Initial Year

UPS Dell UPSRack, 3750W, 4U, HEOnline, 208V, with L6-30P, 2m attached cord (225w2385)Dell UPS 1 External Battery Module, Rack, 192V, 3U, for 3750W and 4200W UPS (312-2225)Basic Hardware Services: Business Hours (5X10) Next Business Day On Site Hardware Warranty Repair 4 Year Exten (933-2234)Dell Hardware Limited Warranty Initial Year (935·2407)Dell Hardware Limited Warranty Extended Year(s) (938-8568)Basic Hardware Services: Business Hours (5X10) Next Business Day On Site Hardware Warranty Repair Initial Year {996~5800)0n~Site Installation Declined {900-9997)

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SWITCH PowerConnect 3524P, 24 Ports Managed Switch, Stacking Capable, Power over Ethernet (223~ 5534)Ufetime Limited Hardware Warranty with Basic Hardware Service Next Business Day Parts Only on Your PowerConne (934~7030)Non~Mission Critical: 4~Hour 7x24 On~site Service After Problem Diagnosis, 4 Year Extended {982-9254)ProSupport: 7x24 HW I SW Tech Support and Assistance, 5 Year (982-9454)Non-Mission Critical: 4-Hour 7x24 On-site Service After Problem Diagnosis, Initial Year (986-7700)Dell ProSupport. For tech support, visit http:lfsupport.dell.comiProSupport or call1-800-945-3355 (989-3439)Dell Hardware Warranty Initial Year (989-6417)Dell Hardware Warranty Extended Year{s) (989-6438)0n-Site Installation Declined (900-9997)

Scope of solution:

Installation of a functionally similar redundant hardware platfonn to the CHE central site. Configuration and installation of a disaster recovery software platform to replicate data Capability to function as a replacement site in the event that the CHE site is nonoperational. This option does not include additional, on-demand, and on-site service (beyond what is included in the standard offering).

As the DR site was not identified prior to this proposal, only hardware and software costs are included. Note that this option does not include:

Cost associated with obtaining or improving WAN connectivity between the Main site and DR site. Any additional costs that may be incurred to infrastructure, construction, or building improvements. This may include, but is not limited to: trenching, excessive cable runs, andHVAC.

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APPENDIX E- Limited Warranty Statements

1. Cohan

(Hardware Repair Service)

The following document details the COB AN Manufacturer Limited Warranty for the TOPCAM EDGE System. COB AN Technologies, Inc. ("CO BAN") warrants the COB AN Manufactured TOPCAM EDGE System ("PRODUCT"), against defects in material and workmanship under normal use and service for a period of five (5) years and, such warranties shall begin when the PRODUCT is installed and accepted by the Original End User ("CLIENT"). This expressed Limited Warranty is extended by COBAN to the CLIENT purchasing the PRODUCT for purposes of governmental use only, and is not assignable or transferable to any other party. This is the complete warranty for the PRODUCT manufactured by CO BAN and it does not warrant the installation, maintenance, support or service of the PRODUCT unless a separate written agreement is made between CO BAN and CLIENT. Please refer to DVMS Maintenance Support Service Option for technical support and software support details.

WARRANTY COVERAGE

The warranty applies within all fifty (50) states of the United States of America. This Limited Warranty is null and void if the factory applied serial number or tamper evident labels have been damage, altered or removed from the product. CO BAN, at their discretion, will at no charge, repair the PRODUCT (with new or reconditioned parts), or replace it with the same or equivalent PRODUCT (using new or reconditioned products), during the warranty period, provided that the CLIENT notifies COBAN according to the terms of this warranty. The repaired or replaced PRODUCT is warranted for the remaining original applicable warranty period. All returned parts of the PRODUCT shall become the property of CO BAN.

Items covered under this warranty:

• EDGE CPU I Encoder Module is covered for five (5) year under this warranty

• EDGE Display Module is covered for five (5) year under this warranty

• EDGE Power Supply Module is covered for five (5) year under this warranty

• EDGE Removable Hard Disk is covered for five (5) year under this warranty

• EDGE System Cables are covered for three five (5) under this warranty

• EDGE Wireless Microphone ("Mic.") Transmitter is covered for five (5) year under this warranty.

• EDGE Wireless Mic. Receiver is covered for five (5) year under this warranty.

• EDGE Primary Forward Facing Camera is covered for five (5) year under this warranty

WARRANTY LIMITATION

• EDGE System Wires is covered for six (6) months under this warranty.

• EDGE Power Supply Battery is covered for six (6) months under this warranty.

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• EDGE Wireless Mic. Transmitter Pouch is covered for six (6) months under this warranty.

• EDGE Wireless Mic. Transmitter Battery is covered for six (6) months under this warranty.

• EDGE Wireless Mic. Transmitter Antenna is covered for six (6) months under this warranty.

• EDGE Wireless Mic. Receiver Antennas is covered for six (6) months under this warranty.

• EDGE Optional Peripheral Devices are coved for six ( 6) months under this warranty

• Cohan will provide annual replacement Power Supply and Wireless Mic. Transmitter batteries for five (5) years. The LAPD will be wholly responsible for the management, logistics, and physical exchange of the batteries.

GENERAL WARRANTY PROVISIONS

This warranty sets forth the extent of CO BAN'S responsibilities regarding the PRODUCT. Repair and replacement of the purchase price, at COBAN'S option, is an exclusive remedy.

THEW ARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESS WARRANTIES. CO BAN DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE .. IN NO EVENT SHALL CO BAN BE LIABLE FOR DAMAGES IN EXCESS OF THE ORIGINAL PURCHASE PRICE OF THE PRODUCT, FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCES, COMMERCIAL LOSS, LOST PROFITS, OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT TO THE FULL EXTENT THAT MAY BE DISCLAIMED BY LAW

FORCE MAJEURE

CO BAN shall not be liable for delays or failure to perform with respect to this agreement due to . Force Majeure including (i) causes beyond the party's reasonable control and not avoidable by diligence, (ii) acts of God, epidemics, war, riots, or delays in transportation which are beyond the party's reasonable control and not avoidable by diligence, or (iii) inability for causes beyond its control and not avoidable by diligence to obtain necessary labor, materials, or manufacturing facilities, or delays caused by COBAN's due to similar causes. In the event of any such delay (each such event being beyond the party's reasonable control and not avoidable by diligence), the date of performance shall be extended for a period equal to the time lost by reason of the delay.

CLIENT'S RESPONSIBILITIES

It is the CLIENT responsibility to backup the contents of all hard drives, including any data that may be stored or software that may have been installed on the hard drive. It is possible that the contents of hard drives will be lost or that the drive may need to be reformatted in the course of service and as such CO BAN will not be held liable for any damage to or loss of any program, data or other information stored on any media or any part of any PRODUCT serviced hereunder. It is HIGHLY recommended that the CLIENT create a valid disk "image" after final installation

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is completed. This image will need to be updated as changes are made to the units and kept safe by the CLIENT for data recovery purposes. COB AN assumes no liability or responsibility in developing a disaster recovery policy for the CLIENT. The CLIENT will perform any and ALL data reconstruction, unless specifically stated in the initial contract between CO BAN and the CLIENT.

CLIENT'S REPRESENTATIVE

At alltim.es during the term of this warranty, at least one(!) employee of the CLIENT shall be designated to act as Representative. Representative shall be responsible to react to all equipment problems, attempt troubleshoot to isolate the malfunction area, notify COB AN of the need for service and cooperate with CO BAN to diagnose the problem over the telephone.

All initial RMA Requests MUST be called into COHAN's Tech Support line (281-277-8288 option 3) or entered via CO BAN Customer Support Web Portal (http://customer.COBANtech.com).

Proof of a bill of sale or purchase order (which is evidence that the PRODUCT is within the warranty period) must be presented to obtain warranty service if requested.

RMA AND SHIPPING

If CO BAN determines that all or part of the PRODUCT requires return for repair or replacement, a Return Merchandise Authorization Number (RMA NUMBER) will be issued. The CLIENT will return the PRODUCT to CO BAN with the RMA Number clearly marked on the box. During the first ninety (90) days of deployment, CO BAN will cover the cost of any RMA shipment to and from CO BAN's maintenance facility. After the first one hundred eighty (180) days, the CLIENT will be responsible for shipping charges and to insure the product arrives at CO BAN intact. CO BAN will pay for return shipping, via Ground shipping services to return the repaired/serviced modules back to the CLIENT. Any expedited shipping requests will be the responsibility of and paid for by the CLIENT. Repair times for defective modules are objectives, not guarantees.

ADVANCE PLACEMENT I CROSS SHIP

If advance replacement I cross ship is required and the CLIENT wishes to receive the most expedient service available, the CLIENT will be required to provide CO BAN with a credit card authorization to bill the CLIENT credit card in the event that the CLIENT fails to return the original parts. The credit card will only be charged for CO BAN's list price for the part if the part has not been returned within ten (J 0) days.

Type of Card:-------------Credit Card Number: __________ _

Expiration Date:-------------

OTHER INFORMATION

Unit Replacement

Once a replacement component has been received, the CLIENT must relinquish the defective unit to COBAN. Jfthe defective unit is not returned within fifteen (15) days, the CLIENT agrees to pay CO BAN the cost for the replacement unit upon receipt of invoice. Failure to honor the

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invoice within fifteen (15) days after receipt will cause the cancellation of this Service Description Agreement and may result in other legal actions, including but not limited to suspending shipment of subsequent units and or replacement components.

Parts Ownership

All service parts removed from the CLIENT Supported System become the property of CO BAN. The CLIENT will be obligated to pay at the current retail price(s) for any service parts removed from the CLIENT Supp01ted System and retained by the CLIENT. COBAN will use new and reconditioned parts made by various manufacturers in performing warranty repairs.

NON-WARRANTY SERVICES

Each warranty request pertaining to any item not covered under the EDGE Manufacture Limited Warranty shall be invoiced to the CLIENT at the agreed upon Time and Materials rate. Currently, COBAN charges$ 125.00 per hour on non-warranty phone support and $ 95.00 per hour on none warranty repair. CO BAN Support Engineers are not authorized to service any third party hardware, software or vehicle issues.

CO BAN will charge the CLIENT a$ 95.00 service fee for any RMA units/components that are returned to COBAN as "non-warranty" items. Non Warranty items are defined under section titled ITEMS NOT COVERED UNDER THIS WARRANTY. Non-Warranty repair work will be billed separately from this service fee.

COB AN will charge the CLIENT a$ 95.00 service fee for any RMA units/components that are returned to CO BAN as "non-operational" that are in fact operational (i.e.: CPU units that have not been ghosted properly, scratched I hazy touch screen monitors, microphones missing parts such as: battery, intemal seals, antennas, obvious misuse or damaged systems).

COB AN will obtain approval/direction for any billable service before repairs are initiated (i.e. devices not covered, repairs not covered, etc)

COMPLIANCE

FAILURE TO FOLLOW ANY OF THE ABOVE INSTRUCTIONS MAY RESULT IN DELAYS AND MAY CAUSE THE CLIENT TO INCUR ADDITIONAL CHARGES, OR MAY VOID WARRANTY.

IFDURINGTHEREPAIROF THE PRODUCT, THE DATA STORED ON THE HARD DRIVE ARE ALTERED, DELETED, OR IN ANYWAY MODIFIED, COBAN IS NOT RESPONSIBLE WHATSOEVER TO RECOVER OR RESTORE SAID DATA. THE CLIENT'S PRODUCT WILL BE RETURNED TO THE CLIENT IN THE ORIGINAL MANUFACTURED CONFIGURATION (SUBJECT TO AVAILABILITY OF SOFTWARE).

ITEMS NOT COVERED UNDER THIS WARRANTY

This warranty does not cover periodically or consumed parts during the life of the product such as but not limited to batteries, cables and wires; loss or damage resulting from external causes such as damage resulting from dropping of the PRODUCT, collision with any object, fire, flooding, sand, dirt, windstorm, hail, earthquake or damage from exposure to weather conditions, misuse, abuse, damage resulting from improper use of any electrical source, power surges, damage occurring during transport.

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This warranty does not cover ancillary equipment not furnished by COB AN, which may be attached to or used in connection with the PRODUCT, or for operation of the PRODUCT with any ancillary equipment. All such ancillary equipment is expressly excluded from this warranty.

All preventive maintenance recommended by CO BAN to maintain the product in operating condition is the responsibility of the CLIENT; loss or damage resulting from failure to provide recommended maintenance is not covered under this contract.

l. On-site service

2. Triage and level one helpdesk phone support

3. De-installation or re-installation ofproduct(s) or software application(s)

4. Warranty support or service for third party systems

5. Troubleshooting of applications or application compatibility issues

6. Data migration

7. Vehicle related issues such as electrical

8. Normal and customary wear and tear

9. Damage due to connection to improper voltage supply

10. PRODUCTS that has had the serial numbers removed or made illegible.

11. Systems that are non-operational due to abuse, neglect or improper usage for anything other than what the system was configured to do (not limited to dirt, debris, water damage or liquid of any type)

12. A PRODUCT subjected to unauthorized entry or opening of the COBAN module, monitor or forced removal of the MHDD and/or components.

13. A PRODUCT su~jected to unauthorized PRODUCT modifications, disassemblies, or repairs (including, without limitation, the addition to the PRODUCT ofnon-COBAN supplied equipment) that adversely affect performance of the PRODUCT or defects or damage from improper testing, operation, maintenance, installation alteration, modification, or adjustment.

14. A PRODUCT affected by virus, security breach, or other network related occurrence including but not limited to: installation of third party software applications, network security settings changes resulting in loss of communication, ability to properly use the system or configurations that deviate from the Original Master Gold Image.

15. A PRODUCT, which, due to illegal or unauthorized alteration of the software I firmware in the PRODUCT, does not function in accordance with COB AN, published specifications or with the FCC type acceptance labeling in effect for the PRODUCT at the time the PRODUCT was initially distributed from COB AN.

16. Scratches or other cosmetic damages to the Product's surfaces that do not affect the operation of the PRODUCT.

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2. Dell

Service:

Service:

Service:

Service:

Service:

Service:

Service:

Service:

Service:

1 Missron Critical Package: 4-Hour 7x24 On-Site Service with Emergency Dispatch, 4 Year ! Exltended (906-5064)

ProSupport: 7x24 HW I SW Tech Support and Assistance, 5 Year (906-5254)

Dell Hardware Limited Warranty Plus On Site Service Extended Year (907 -8368)

Hardware Limited Warranty Plus On Site Service Initial Year (907 -8597)

MISSION CRlTICAL PACKAGE: Enhanced Services, 5 Year (907-8657)

Mission Critical Package: 4-Hour 7x24 On-Site Service with Emergency Dispatch, Initial Year (909-3400)

you choosing Dell ProSupport. For tech support, visit http:llsupport.delLcom/ProSupport or call 1-800-9 (989-3439)

Basic: Business Hours (5Xl0) Next Business Day Parts Delivery 4 Year Extended (987-9514)

Basic: Business Hours (5X10) Next Business Day Parts Delivery Initial Year (992-5080)

Dell Hardware Limited Warranty Extended Year (993-41 08)

Dell Hardware Limited Warranty Initial Year (993-4117)

Non-Mission Critical: 4-Hour 7x24 On-site Service After Problem Diagnosis, 4 Year Extended (926-9284)


Dell Hardware Limited Warranty Initial Year (929-2707)

Dell Hardware Limited Warranty Extended Year(s) (934-8788)

Non-Mission Critical: 4-Hour 7x24 On-site Service After Problem Diagnosis, Initial Year (939-9180)

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Service:

Service:

3. Cisco

Lifetime Limited Hardware Warranty with Basic Hardware Service Next Business Day Parts Only on Your PowerConne (939-9360)

Thank you choosing Dell ProSupport. For tech support, visit http://suppOit.dell.com/ProSupport or call 1-800-9 (989-3439)

Mission Critical Package: 4-Hour 7x24 On-Site Service with Emergency Dispatch, 4 Year Extended (905-2714)


Dell Hardware Limited Warranty Plus On Site Service Initial Year (905-6667)

MISSION CRITICAL PACKAGE: Enhanced Services, 5 Year (905-6727)

Dell Hardware Limited Warranty Plus On Site Service Extended Year(s) (905-7218)

Mission Critical Package: 4-Hour 7x24 On-Site Service with Emergency Dispatch, Initial Year (906-9590)

you choosing Dell ProSupport. For tech support, visit http://suppOit.dell.com/ProSupport or call 1-800-9 (989-3439)

Hardware. Cisco Systems, Inc., or the Cisco Systems, Inc. subsidiary selling the Product ("Cisco") warrants that commencing from the date of shipment to Customer (and in case of resale by a Cisco resel!er, commencing not more than ninety (90) days after original shipment by Cisco), and continuing for a period of the longer of (a) ninety (90) days or (b) the period set forth in the warranty card accompanying the Product (if any), the Hardware will be free from defects in material and workmanship under normal use. The date of shipment of a Product by Cisco is set forth on the packaging material in which the Product is shipped. This limited warranty extends only to the original user of the Product. Customer's sole and exclusive remedy and the entire liability of Cisco and its suppliers under this limited warranty will be, at Cisco's or its service center's option, shipment of a replacement within the warranty period and according to the replacement process described in the warranty card (if any), or if no warranty card, as described on the Cisco Product Warranties web page www.cisco.com/go/warranty or a refund of the purchase price if the Hardware is returned to the party supplying it to Customer, freight and insurance prepaid. Cisco replacement parts used in Hardware replacement may be new or equivalent to new. Cisco's obligations hereunder are conditioned upon the return of affected Hardware in accordance with Cisco's or its service center's then-current Return Material Authorization (RMA) procedures.

The End User License Agreement may be located below, or at the following URL:

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www.cisco.com/go/eula

Product warranty terms and other information applicable to the Product may be located at the following URL:

www.cisco.com/go/warranty

Restrictions. The above Hardware warranty and limited warranty in the End User License Agreement ("Software warranty") do not apply if the Software, Hardware Product or any other equipment upon which the Software is authorized by Cisco or its suppliers or licensors to be used (a) has been altered, except by Cisco or its authorized representative, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Cisco, (c) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; or (d) is licensed for beta, evaluation, testing or demonstration purposes. The Software warranty also does not apply to (e) any temporary Software modules; (f) any Software not posted on Cisco's Software Center (on Cisco.com URL where Cisco makes the Software publicly available to licensed customers); (g) any Software that Cisco expressly provides on an "AS IS" basis on Cisco's Software Center; or (h) any Software for which Cisco does not receive a license fee.

DISCLAIMER OF WARRANTY

EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITiiOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY CISCO, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED INDURATION TO THE EXPRESS WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY. THESE WARRANTIES GIVE CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.

End User License Agreement

IMPORTANT: PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY. IT IS VERY IMPORTANT THAT YOU CHECK THAT YOU ARE PURCHASING CISCO SOFTWARE OR EQUIPMENT FROM AN APPROVED SOURCE AND THAT YOU, OR THE ENTITY YOU REPRESENT (COLLECTIVELY, THE "CUSTOMER") HAVE BEEN REGISTERED AS THE END USER FOR THE PURPOSES OF THIS CISCO END USER LICENSE AGREEMENT. !F YOU ARE NOT REGISTERED AS THE END USER YOU

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HAVE NO LICENSE TO USE THE SOFTWARE AND THE LIMITED WARRANTY IN THIS END USER LICENSE AGREEMENT DOES NOT APPLY. ASSUMING YOU HAVE PURCHASED FROM AN APPROVED SOURCE, DOWNLOADING, INSTALLING OR USING CISCO OR CISCO-SUPPLIED SOFTWARE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.

CISCO SYSTEMS, INC. OR ITS AFFILIATE LICENSING THE SOFTWARE INSTEAD OF CISCO SYSTEMS, INC. ("CISCO") IS WILLING TO LICENSE THIS SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU PURCHASED THE SOFTWARE FROM AN APPROVED SOURCE AND THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT PLUS ANY ADDITIONAL LIMITATIONS ON THE LICENSE SET FORTH IN A SUPPLEMENTAL LICENSE AGREEMENT ACCOMPANYING THE PRODUCT OR AVAILABLE AT THE TIME OF YOUR ORDER (COLLECTIVELY THE "AGREEMENT"). TO THE EXTENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS END USER LICENSE AGREEMENT AND ANY SUPPLEMENTAL LICENSE AGREEMENT, THE SUPPLEMENTAL LICENSE AGREEMENT SHALL APPLY. BY DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU ARE REPRESENTING THAT YOU PURCHASED THE SOFTWARE FROM AN APPROVED SOURCE AND BINDING YOURSELF TO THE AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, THEN CISCO IS UNWILLING TO LICENSE THE SOFTWARE TO YOU AND (A) YOU MAY NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE, AND (B) YOU MAY RETURN THE SOFTWARE (INCLUDING ANY UNOPENED CD PACKAGE AND ANY WRITTEN MATERIALS) FOR A FULL REFUND, OR, IF THE SOFTWARE AND WRITTEN MATERIALS ARE SUPPLIED AS PART OF ANOTHER PRODUCT, YOU MAY RETURN THE ENTIRE PRODUCT FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM AN APPROVED SOURCE, AND APPLIES ONLY IF YOU ARE THE ORIGINAL AND REGISTERED END USER PURCHASER. FOR THE PURPOSES OF THIS END USER LICENSE AGREEMENT, AN "APPROVED SOURCE" MEANS (A) CISCO; OR (B) A DISTRIBUTOR OR SYSTEMS INTEGRA TOR AUTHORIZED BY CISCO TO DISTRIBUTE I SELL CISCO EQUIPMENT, SOFTWARE AND SERVICES WITHIN YOUR TERRITORY TO END USERS; OR (C) A RES ELLER AUTHORIZED BY ANY SUCH DISTRIBUTOR OR SYSTEMS INTEGRA TOR IN ACCORDANCE WITH THE TERMS OF THE DISTRIBUTOR'S AGREEMENT WITH CISCO TO DISTRIBUTE I SELL THE CISCO EQUIPMENT, SOFTWARE AND SERVICES WITHIN YOUR TERRITORY TO END USERS.

THE FOLLOWING TERMS OF THE AGREEMENT GOVERN CUSTOMER'S USE OF THE SOFTWARE (DEFINED BELOW), EXCEPT TO THE EXTENT: (A) THERE IS A SEPARATE SIGNED CONTRACT BETWEEN CUSTOMER AND CISCO GOVERNING CUSTOMER'S USE OF THE SOFTWARE, OR (B) THE SOFTWARE INCLUDES A SEPARATE "CLICK-ACCEPT" LICENSE AGREEMENT OR THIRD PARTY LICENSE AGREEMENT AS PART OF UTE INSTALLATION OR DOWNLOAD PROCESS GOVERNING CUSTOMER'S USE OF THE SOFTWARE. TO THE EXTENT OF A CONFLICT BETWEEN 11-IE PROVISIONS OF THE FOREGOING DOCUMENTS, THE ORDER OF PRECEDENCE SHALL BE (!)THE SIGNED CONTRACT, (2) THE CLICK-

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ACCEPT AGREEMENT OR THIRD PARTY LICENSE AGREEMENT, AND (3) THE AGREEMENT. FOR PURPOSES OF THE AGREEMENT, "SOFTWARE" SHALL MEAN COMPUTER PROGRAMS, INCLUDING FIRMWARE AND COMPUTER PROGRAMS EMBEDDED IN CISCO EQUIPMENT, AS PROVIDED TO CUSTOMER BY AN APPROVED SOURCE, AND ANY UPGRADES, UPDATES, BUG FIXES OR MODIFIED VERSIONS THERETO (COLLECTIVELY, "UPGRADES"), ANY OF THE SAME WHICH HAS BEEN RELICENSED UNDER THE CISCO SOFTWARE TRANSFER ANDRELICENSING POLICY (AS MAY BE AMENDED BY CISCO FROM TIME TO TIME) OR BACKUP COPIES OF ANY OF THE FOREGOING.

License. Conditioned upon compliance with the tenns and conditions of the Agreement, Cisco grants to Customer a nonexclusive and nontransferable license to use for Customer's internal business purposes the Software and the Documentation for which Customer has paid the required license fees to an Approved Source. "Documentation" means written information (whether contained in user or technical manuals, training materials, specifications or otherwise) pertaining to the Software and made available by an Approved Source with the Software in any manner (including on CD-ROM, or on-line). In order to use the Software, Customer may be required to input a registration number or product authorization key and register Customer's copy of the Software online at Cisco's website to obtain the necessary license key or license file.

Customer's license to use the Software shall be limited to, and Customer shall not use the Software in excess of, a single hardware chassis or card or such other limitations as are set forth in the applicable Supplemental License Agreement or in the applicable purchase order which has been accepted by an Approved Source and for which Customer has paid to an Approved Source the required license fee (the "Purchase Order").

Unless otherwise expressly provided in the Documentation or any applicable Supplemental License Agreement, Customer shall use the Software solely as embedded in, for execution on, or (where the applicable Documentation permits installation on non-Cisco equipment) for communication with Cisco equipment owned or leased by Customer and used for Customer's intemal business purposes. No other licenses are granted by implication, estoppel or otherwise.

For evaluation or beta copies for which Cisco does not charge a license fee, the above requirement to pay license fees does not apply.

General Limitations. This is a license, not a transfer of title, to the Software and Documentation, and Cisco retains ownership of all copies of the Software and Documentation. Customer acknowledges that the Software and Documentation contain trade secrets of Cisco or its suppliers or licensors, including but not limited to the specific internal design and structure of individual programs and associated interface information. Except as otherwise expressly provided under the Agreement, Customer shall only use the Software in connection with the use of Cisco equipment purchased by the Customer from an Approved Source and Customer shall have no right, and Customer specifically agrees not to:

(i) transfer, assign or sublicense its license rights to any other person or entity (other than in compliance with any Cisco relicensing/transfer policy then in force), or use the Software on Cisco equipment not purchased by the Customer from an Approved Source or on secondhand Cisco equipment, and Customer acknowledges that any attempted transfer, assignment, sublicense or use shall be void;

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(ii) make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or permit third parties to do the same;

(iii) reverse engineer or decompile, decrypt, disassemble or otherwise reduce the Software to human-readable form, except to the extent otherwise expressly permitted under applicable law notwithstanding this restriction or except to the extent that Cisco is legally required to permit such specific activity pursuant to any applicable open source license;

(iv) publish any results of benchmark tests run on the Software;

(v) use or permit the Software to be used to perform services for third parties, whether on a service bureau or time sharing basis or otherwise, without the express written authorization of Cisco; or

(vi) disclose, provide, or otherwise make available trade secrets contained within the Software and Documentation in any form to any third party without the prior written consent of Cisco. Customer shall implement reasonable security measures to protect such trade secrets.

To the extent required by applicable law, and at Customer's written request, Cisco shall provide Customer with the interface information needed to achieve interoperability between the Software and another independently created program, on payment of Cisco's applicable fee, if any. Customer shall observe strict obligations of confidentiality with respect to such information and shall use such information in compliance with any applicable tenus and conditions upon which Cisco makes such infonnation available.

software. Upgrades and Additional Copies .. NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO MAKE OR USE ANY ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF MAKING OR ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A V AL!D LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE TO AN APPROVED SOURCE FOR THE UPGRADE OR ADDITIONAL COPIES; (2) USE OF UPGRADES IS LIMITED TO CISCO EQUIPMENT SUPPLIED BY AN APPROVED SOURCE FOR WHICH CUSTOMER IS THE ORIGINAL END USER PURCHASER OR LESSEE OR OTHERWISE HOLDS A VALID LICENSE TO USE THE SOFTWARE WHICH IS BEING UPGRADED; AND (3) THE MAKING AND USE OF ADDITIONAL COPIES IS LIMITED TO NECESSARY BACKUP PURPOSES ONLY.

Proprietary Notices. Customer agrees to maintain and reproduce all copyright, proprietary, and other notices on all copies, in any form, ofthe Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in the Agreement, Customer shall not make any copies or duplicates of any Software without the prior written permission of Cisco.

Term and T§rmination. The Agreement and the license granted herein shall remain effective until terminated. Customer may terminate the Agreement and the license at any time by destroying all copies of Software and any Documentation. Customer's rights under the Agreement will terminate immediately without notice from Cisco if Customer fails to comply with any provision of the Agreement. Upon termination, Customer shall destroy all copies of Software and Documentation in its possession or control. All confidentiality obligations of Customer, all restrictions and limitations imposed on the Customer under the section titled "General

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Limitations" and all limitations ofliability and disclaimers and restrictions of warranty shall survive termination of this Agreement. In addition, the provisions of the sections titled "U.S. Government End User Purchasers" and "General Terms Applicable to the Limited Warranty Statement and End User License Agreement" shall survive termination ofthe Agreement.

~ustomer Records. Customer grants to Cisco and its independent accountants the right to examine Customer's books, records and accounts during Customer's normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, Customer shall promptly pay to Cisco the appropriate license fees, plus the reasonable cost of conducting the audit.

Export. Re-Export Transfer and Use Controls. The Software, Documentation and technology or direct products thereof (hereafter referred to as Software and Technology), supplied by Cisco under the Agreement are subject to export controls under the laws and regulations of the United States (U.S.) and any other applicable countries' laws and regulations. Customer shall comply with such laws and regulations governing export, re-export, import, transfer and use of Cisco Software and Technology and will obtain all required U.S. and local authorizations, permits, or licenses. Cisco and Customer each agree to provide the other information, supp01t documents, and assistance as may reasonably be required by the other in connection with securing authorizations or licenses. Information regarding compliance with export, re-export, import, transfer and use may be located at the following URL:

http://www.cisco.com/web/about/doing business/legal/global export trade/general expo1i/contr act compliance.html

u.s. Government End User Purchasers. The Software and Documentation qualify as "commercial items," as that term is defined at Federal Acquisition Regulation ("FAR") (48 C.F.R.) 2.101, consisting of "commercial computer softw~re" and "commercial computer software documentation" as such terms are used in FAR 12.212. Consistent with FAR 12.212 and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which the Agreement may be incorporated, Customer may provide to Government end user or, if the Agreement is direct, Government end user will acquire, the Software and Documentation with only those rights set forth in the Agreement. Use of either the Software or Documentation or both constitutes agreement by the Government that the Software and Documentation are "commercial computer software" and "commercial computer software documentation," and constitutes acceptance of the rights and restrictions herein.

Ide~tified Components· Additional Tenns. The Software may contain or be delivered with one or more components, which may include third-pmty components, identified by Cisco in the Documentation, readme. txt file, third-party click-accept or elsewhere (e.g. on www.cisco.com) (the "Identified Component(s)") as being subject to different license agreement terms, disclaimers of warranties, limited warranties or other terms and conditions (collectively, "Additional Terms") than those set forth herein. You agree to the applicable Additional Terms for any such Identified Component(s)."

Limited Warranty

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Subject to the limitations and conditions set forth herein, Cisco warrants that commencing from the date of shipment to Customer (but in case of resale by an Approved Source other than Cisco, commencing not more than ninety (90) days after original shipment by Cisco), and continuing for a period ofthe longer of (a) ninety (90) days or (b) the warranty period (if any) expressly set forth as applicable specifically to software in the warranty card accompanying the product of which the Software is a part (the "Product") (if any): (a) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (b) the Software substantially confmms to the Documentation. The date of shipment of a Product by Cisco is set forth on the packaging material in which the Product is shipped. Except for the foregoing, the Software is provided "AS IS". This limited warranty extends only to the Software purchased from an Approved Source by a Customer who is the first registered end user. Customer's sole and exclusive remedy and the entire liability of Cisco and its suppliers under this limited warranty will be (i) replacement of defective media and/or (ii) at Cisco's option, repair, replacement, or refund of the purchase price of the Software, in both cases subject to the condition that any error or defect constituting a breach of this limited wauanty is reported to the Approved Source supplying the Software to Customer, within the warranty period. Cisco or the Approved Source supplying the Software to Customer may, at its option, require return of the Software and/or Documentation as a condition to the remedy. In no event does Cisco warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Cisco does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.

Restrictiom. This warranty docs not apply if the Software, Product or any other equipment upon which the Software is authorized to be used (a) has been altered, except by Cisco or its authorized representative, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Cisco, (c) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; or (d) is licensed for beta, evaluation, testing or demonstration purposes. The Software warranty also does not apply to (e) any temporary Software modules; (f) any Software not posted on Cisco's Software Center; (g) any Software that Cisco expressly provides on an "AS IS" basis on Cisco's Software Center; (h) any Software for which an Approved Source does not receive a license fee; and (i) Software supplied by any third party which is not an Approved Source.

DISCLAIMER OF WARRANTY

EXCEPT AS SPECIFIED IN THIS WARRANTY SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY CISCO, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT THAT ANY OF THE SAME CANNOT BE EXCLUDED, SUCH IMPLIED CONDITION, REPRESENTATION AND/OR WARRANTY IS LIMITED IN DURATION TO

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THE EXPRESS WARRANTY PERIOD REFERRED TO IN THE "LIMITED WARRANTY" SECTION ABOVE. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATIONMAYNOT APPLY IN SUCH STATES. THIS WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS, AND CUSTOMER MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.

DisciaimerofLiabilities LimitationofLiabili!J:. IF YOU ACQUIRED THE SOFTWARE IN THE UNITED STATES, LATIN AMERICA, CANADA, JAPAN OR THE CARIBBEAN, NOTWITHSTANDING ANYTHING ELSE IN THE AGREEMENT TO THE CONTRARY, ALL LIABILITY OF CISCO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS COLLECTIVELY, TO CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID BY CUSTOMER TO ANY APPROVED SOURCE FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM OR IF THE SOFTWARE IS PART OF ANOTHER PRODUCT, THE PRICE PAID FOR SUCH OTHER PRODUCT. THIS LIMITATION OF LIABILITY FOR SOFTWARE IS CUMULATIVE AND NOT PER INCIDENT (I.E. THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT).

IF YOU ACQUIRED THE SOFTWARE IN EUROPE, THE MIDDLE EAST, AFRICA, ASIA OR OCEANIA, NOTWITHSTANDING ANYTHING ELSE IN THE AGREEME'NT TO THE CONTRARY, ALL LIABILITY OF CISCO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS COLLECT!VEL Y, TO CUSTOMER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTY OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID BY CUSTOMER TO CISCO FOR THE SOFTWARE THAT GAVE RISE TO THE CLAIM OR IF THE SOFTWARE IS PART OF ANOTHER PRODUCT, THE PRICE PAID FOR SUCH OTHER PRODUCT. THIS LIMITATION OF LIABILITY FOR SOFTWARE IS CUMULATIVE AND NOT PER INCIDENT (I.E. THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT). NOTHING IN THE AGREEMENT SHALL LIMIT (I) THE LIABILITY OF CISCO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS TO CUSTOMER FOR PERSONAL INJURY OR DEATH CAUSED BY THEIR NEGLIGENCE, (II) CISCO'S LIABILITY FOR FRAUDULENT MISREPRESENTATION, OR(Ul) ANY LIABILITY OF CISCO WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

Disclaimer of Liabilities- Waiver of Consequential Damages and Other Losses. IF YOU ACQUIRED THE SOFTWARE IN THE UNITED STATES, LA TIN AMERICA, THE CARIBBEAN OR CANADA, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL CISCO OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE OR OTHER WISE AND EVEN IF CISCO OR

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ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURJSDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IF YOU ACQUIRED THE SOFTWARE IN JAPAN, EXCEPT FOR LIABILITY ARlSING OUT OF OR IN CONNECTION WITH DEATH OR PERSONAL INJURY, FRAUDULENT MISREPRESENTATION, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL CISCO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE OR OTHERWISE AND EVEN IF CISCO OR ANY APPROVED SOURCE OR THEIR SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF YOU ACQUIRED THE SOFTWARE IN EUROPE, THE MIDDLE EAST, AFRlCA, ASIA OR OCEANIA, IN NO EVENT WILL CISCO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, BE LIABLE FOR ANY LOST REVENUE, LOST PROFIT, OR LOST OR DAMAGED DATA, BUSINESS INTERRUPTION, LOSS OF CAPITAL, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, HOWSOEVER ARISING, INCLUDING, WITHOUT LIMITATION, IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR WHETHER ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF, IN EACH CASE, CISCO, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL · DAMAGES, THE ABOVE LIMITATION MAY NOT FULLY APPLY TO YOU. THE FOREGOING EXCLUSION SHALL NOT APPLY TO ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH: (I) DEATH OR PERSONAL INJURY, (II) FRAUDULENT MISREPRESENTATION, OR (lll) CISCO'S LIABILITY IN CONNECTION WITH ANY TERMS THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

Customer acknowledges and agrees that Cisco has set its prices and entered into the Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that the same fmm an essential basis of the bargain between the parties.

!,;.0ntrolli!lJUaw.l.\Jrlli!jction. If you acquired, by reference to the address on the purchase order accepted by the Approved Source, the Software in the United States, Latin America, or the Caribbean, the Agreement and warranties ("Warranties") are controlled by and construed under the laws of the State of California, United States of America, notwithstanding any conflicts of law provisions; and the state and federal courts of California shall have exclusive jurisdiction over any claim

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arising under the Agreement or Warranties. If you acquired the Software in Canada, unless expressly prohibited by local law, the Agreement and Warranties are controlled by and construed under the laws of the Province of Ontario, Canada, notwithstanding any conflicts of law provisions; and the courts of the Province of Ontario shall have exclusive jurisdiction over any claim arising under the Agreement or Warranties. If you acquired the Software in Europe, the Middle East, Africa, Asia or Oceania (excluding Australia), unless expressly prohibited by local law, the Agreement and Warranties are controlled by and construed under the Jaws of England, notwithstanding any conflicts of law provisions; and the English courts shall have exclusive jurisdiction over any claim arising under the Agreement or Warranties. In addition, if the Agreement is controlled by the laws of England, no person who is not a party to the Agreement shall be entitled to enforce or take the benefit of any of its terms under the Contracts (Rights of Third Parties) Act 1999. If you acquired the Software in Japan, unless expressly prohibited by local law, the Agreement and Warranties are controlled by and construed under the laws of Japan, notwithstanding any conflicts of law provisions; and the Tokyo District Court of Japan shall have exclusive jurisdiction over any claim arising under the Agreement or Warranties. If you acquired the Software in Australia, unless expressly prohibited by local law, the Agreement and Warranties are controlled by and construed under the laws of the State of New South Wales, Australia, notwithstanding any conflicts of law provisions; and the State and federal courts of New South Wales shall have exclusive jurisdiction over any claim arising under the Agreement or Warranties. If you acquired the Software in any other country, unless expressly prohibited by local law, the Agreement and Warranties are controlled by and construed under the laws of the State of California, United States of America, notwithstanding any conflicts of law provisions; and the state and federal courts of California shall have exclusive jurisdiction over any claim arising under the Agreement or Warranties.

For all countries referred to above, the pa1ties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods. Notwithstanding the foregoing, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party's intellectual property or proprietary rights. If any pmtion hereof is found to be void or unenforceable, the remaining provisions of the Agreement and Warranties shall remain in full force and effect. Except as expressly provided herein, the Agreement constitutes the entire agreement between the parties with respect to the license of the Software and Documentation and supersedes any conflicting or additional terms contained in any Purchase Order or elsewhere, all of which terms are excluded. The Agreement has been written in the English language, and the parties agree that the English version will govern.

United States Federal Communications Commission Notice

The following information is for FCC compliance of Class A devices: This equipment has been tested and found to comply with the limits for a Class A digital device, pursuant to part 15 of the FCC rules. These limits are designed to provide reasonable protection against harmful interference when the equipment is operated in a commercial environment. This equipment generates, uses, and can radiate radio frequency energy and, if not installed and used in accordance with the instruction manual, may cause harmful interference to radio communications. Operation ofthis equipment in a residential area is likely to cause harmful interference, in which case users will be required to correct the interference at their own expense.

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The following information is for FCC compliance of Class B devices: This equipment has been tested and found to comply with the limits for a Class B digital device, pursuant to part 15 of the FCC rules. These limits are designed to provide reasonable protection against hannful interference in a residential installation. This equipment generates, uses and can radiate radio frequency energy and, if not installed and used in accordance with Cisco's instructions, may cause harmful interference to radio communications. However, there is no guarantee that interference will not occur in a particular installation.

If the equipment causes interference to radio or television reception, which can be determined by turning the equipment off and on, users are encouraged to try to correct the interference by using one or more of the following measures:

0 Reorient or relocate the receiving antenna. • Increase the separation between the equipment and receiver. • Connect the equipment into an outlet on a circuit different from that to which the receiver

is connected. • Consult the dealer or an experienced radio/TV technician for help.

Modifications to this product not authorized by Cisco could void the FCC approval and negate your authority to operate the product.

4. Comp USA

BB-BS2-15WM

BB-GE60

BB-1101-096

BB-GE60-EWNDR-3

Standard warranty:

BS2-15WM

GE60

1!01-096

GE60-EWNDR-3

Great Lakes 15" H Wall Mount w/ Plexiglas Door

Complete GE60 Gigabit Ethernet Link. 1.25 Gbps, full duplex. Integrated antenna. Incl. wall and mast mounts. Integrated linear directional 40dBi antenna.

Power Line Arrestor

GE60 3y Extended Wananty

Statement of Warranty - Bridge Wave warrants each standard Bridge Wave Product sold by it to be free of defects in material and workmanship under conditions of normal use for twelve (12) months from date of shipment thereof to Buyer. Repair or, at Bridge Wave's option, replacement of defective parts shall be the sole and exclusive remedy under this limited warranty; provided that Bridge Wave may, as an alternative, elect to refund the purchase price amortized on a straight-line basis over a period of three (3) years from the date of shipment. All warranty replacement or repair of parts shall be limited to equipment malfunctions, which, in the sole opinion of Bridge Wave, are due or traceable to defects in original materials or workmanship.

Buyer is responsible for all shipping and insurance charges to and from Bridge Wave. In the event Buyer believes that Products do not conform to the limited warranty of this Section, Buyer shall pay for the shipping and insurance of such Product to Bridge Wave.

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If Bridge Wave determines in its sole opinion that such Products do not conform to the limited warranty, then Bridge Wave shall pay for the shipping and insurance of repaired or replacement Products to Buyer.

All obligations of Bridge Wave under this limited waiTanty shall cease in the event of abuse, accident, alteration, misuse or neglect of the Product. In-warranty repaired or replaced parts are warranted only for the remaining unexpired portion of the original warranty period applicable to the repaired or replaced patts.

REASONABLE CARE MUST BE USED TO A VOID HAZARDS. BRJDGEWA VE EXPRESSLY DISCLAIMS RESPONSIBILITY FOR LOSS OR DAMAGE CAUSED BY USE OF ITS PRODUCTS OTHER THAN IN ACCORDANCE WITH PROPER OPERATING PROCEDURES.

THE FOREGOING LIMITED WARRANTY FOR BRJDGEWA VE PRODUCTS IS EXPRESSLY IN LIEU OF, AND EXCLUDES ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR PARTICULAR PURPOSE, USE OR APPLICATION, AND ALL OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF BRIDGEW AVE, UNLESS SUCH OTHER WARRANTIES, OBL!GA TIONS OR LIABILITIES ARE EXPRESSLY AGREED TO IN WRITlNG BY BRJDGEW AVE. Statements made by any person, including the representatives of Bridge Wave, which are inconsistent or in conflict with the terms of these warranties shall not be binding upon Bridge Wave unless expressly reduced to writing and approved by an officer of Bridge Wave.

Extended Warrantv:

Compatibility: PC

Manufacturer: Bridgewave

Model: Extended Warranty

Packaged Quantity: I

Product Line: Bridge Wave

Service

Support Full Contract Period: 5 year(s)

Support Details Full Contract Period: 5 years

Support Details Service Included: Replacement

Support Details Type: Extended service agreement

Support Details Type: New releases update

Support Details Service Included: Web supp01t

Support Details Type: Technical support

Service & Support

Response Time: Next day

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Service Included: Replacement

Support Period: 2nd,3rct, 4'\ and 5th year

Type: Extended service agreement

Service & Support Details

Response Time: Next business day

Equipment

Class of Equipment: Complicated network devices

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APPENDIX F- Software License Statement

GRANT OF LICENSE

Copyright laws and international copyright treaties, as well as other intellectual property laws and treaties protect the CO BAN SOFTWARE. The CO BAN SOFTWARE is licensed, not sold.

This LICENSE grants CLIENT the following rights:

• Software. CLIENT may install and use one copy of the COB AN SOFTWARE on the PRODUCT

• Storage/Network Use. CLIENT may install the DVMS CLIENT software on their existing internal local area network. The CLIENT may not make unauthorized copies of the CO BAN Mobile Start software without the express written consent of COBAN. CO BAN assumes no liability for software installation failures due to incompatible hardware, software or network security issues that are controlled by the CLIENT Infonnation Technology Department. CO BAN will not be responsible to install said software on the CLIENT local area network, unless specifically contracted to do so. Instructions shall be provided to the CLIENT to accomplish this task.

• Back-up Copy. A back-up copy of the COBAN SOFTWARE is included with the PRODUCT. CLIENT may use the back-up copy solely for archival purpose.

DESCRIPTION OF OTHER RIGHTS & LIMITATION

• Limitation on Reverse Engineering. De-compilation and Disassembly. CLIENT may not modify, reverse engineer, de-compile, or disassemble the CO BAN SOFTWARE or HARDWARE in whole or in part without the express consent from CO BAN. Failure to obtain consent may void all warranties.

• Separation of Components. The CO BAN SOFTWARE is licensed as a single product. Its component parts may not be separated for use on more than one PRODUCT.

• Single PRODUCT. The COB AN SOFTWARE is licensed with the PRODUCT as a single integrated product. The CO BAN SOFTWARE may only be used with the PRODUCT.

• Rental. CLIENT may not rent or lease the CO BAN SOFTWARE.

• Software Transfer. Software I Hardware I Licenses are NOT transferable.

• Termination. Without prejudice to any other rights, CO BAN may terminate this LICENSE if the CLIENT fails to comply with the terms and conditions ofthis LICENSE. In such event, the CLIENT must destroy all copies of the CO BAN SOFTWARE and all of its component parts.

PROHIBITION ON EXPORTATION

EXCEPT FOR EXPORT TO CANADA AND AUSTRALIA, THE COB AN SOFTWARE AND ANY UNDERLYING TECHNOLOGY MAY NOT BE EXPORTED OUTSIDE THE UNITED STATES OR TO ANY FOREIGN ENTITY OR "FOREIGN PERSON" AS DEFINED BY U.S.

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GOVERNMENT REGULATION, INCLUDING WITHOUT LIMITATION, ANYONE WHO IS NOT A CITIZEN, OR LAWFUL PERMANENT RESIDENT OF THE UNITED STATES. CLIENT AGREES THAT BY DOWNLOADING OR USING THE CO BAN SOFTWARE, THEY ARE AGREEING TO THE FOREGOING AND THEY ARE WARRANTING THAT THEY ARE NOT A "FOREIGN PERSON" OR UNDER THE CONTROL OF OR ACTING ON BEHALF OF THE FOREIGN ENTITY.

U.S. GOVERNMENT RESTRICTED RIGHTS

The Software Product and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United State Government is subject to restrictions as set forth in subparagraph (c)(!) and (2) of the Commercial PRODUCT Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is CO BAN Technologies, Inc., 12503 Exchange Drive, Suite 536, Stafford, Texas 77477.

SOFTWARE WARRANTIES - Reserved

The CO BAN PRODUCT described in this instruction manual may include copyrighted COB AN SOFTWARE stored in semiconductor memory and other media. Laws in the United States and

. other countries preserve certain exclusive rights for COB AN copyrighted SOFTWARE programs, including the exclusive right to copy or reproduce the copyrighted SOFTWARE program in any form. Accordingly, any copyrighted CO BAN SOFTWARE programs contained in the CO BAN PRODUCT described in this instruction manual may not be copied or reproduced in any manner without the express written permission of COB AN. Furthermore, the CLIENT shall not be deemed to grant either directly or by implication, estoppels or otherwise, any license under the copyrights, patents or patent applications for COB AN, except for the normal nonexclusive, royalty-free license to use that arises by operation of law in the sale of a product.

END USER LICENSE AGREEMENT

This End-User License Agreement ("LICENSE") is a legal agreement between the CLIENT and COB AN Technologies, Inc. ("CO BAN"), the manufacturer of the TOPCAM, TOPCAM-PV, VMDT G-Il, MDT, MDT-PV and TOPCAM Systems ("PRODUCT"). All COBAN software, including COB AN Mobile Start Software ("SOFTWARE") and third party software not otherwise licensed by a specific end user license agreement included with CLIENT PRODUCT, downloaded from COB AN websites or provided by CO BAN as update I upgrades, shall be referred to as COB AN SOFTWARE. The CO BAN SOFTWARE includes PRODUCT software, the associated media, any printed materials, and any "on-line" or electronic documentation, as well as COB AN supplied or facilitated update I upgrades thereto. Notwithstanding for foregoing, software distributed together with separate end user software license agreements (the "Third Party EULA"), including but not limited to Windows® operating system provided by Microsoft Corporation, shall be covered by respective Third Party EULAs. CLIENT may use the COBAN SOFTWARE only in connection with the use of PRODUCT. By installing, copying, downloading or otherwise using the CO BAN SOFTWARE, CLIENT agrees to be bound by the terms of this LICENSE. If CLIENT does not agree to the terms of this LICENSE, the CLIENT should promptly contact CO BAN for instruction on return of the entire PRODUCT and CO BAN SOFTWARE for a refund. A 15% restocking charge will be applied.

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SOW# LAPD DICVS

APPENDIX G- Equipment Safety Statement

Equipment Safety - Special Terms and Conditions

Digital video surveillance systems, including in-vehicle systems, offer new functionality and added convenience, but they may also introduce some unique security and privacy exposures. These exposures include, but are not limited to, policies and operating procedures related to

a) Capture, transfer, and management of digital images

b) Use of these digital images in legal proceedings

c) Use ofthese digital images for other purposes

Numerous techniques are available that may mitigate some ofthese unique security and privacy risks, including ensuring that security reliance is not placed solely on the system, and that the system and resulting images are used only in compliance with comprehensive CLIENT policies and standard operating procedures. The CLIENT acknowledges and understands that the CLIENT is solely responsible for developing, iinplementing and maintaining appropriate security and privacy policies and operating procedures for the system(s) described in this Contract, and ensuring on-going compliance with them.

The CLIENT acknowledges and understands that the installation of after-market equipment in motor vehicles can compromise a vehicle's safety-related design characteristics, including but not limited to the following:

• Airbags, including but not limited to potential obstruction of airbag deployment;

• Passenger compartment, including but not limited to potential for ergonomic problems, physical obstacles, etc.

• Trunk/gas tank protection, including but not limited to the potential for trunk-mounted equipment to exacerbate tank vulnerability in a rear collision.

By agreeing to this Contract and to the performance contemplated thereby, the CLIENT expressly assumes the risks outlined above with respect to the equipment and the installation of said equipment hereunder. To this end, the CLIENT agreement on the mechanical placement of after-market, in-vehicle equipment during installation hereunder constitutes CLIENT's acceptance that these minimum safety requirements have been met, and that CLIENT installers has been judged capable by the CLIENT of repeating the acceptance criteria for the balance of the installations for the CLIENT.

COB AN shall bear no liability whatsoever for any claims, expenses, losses or costs relating to the safety of any equipment provided hereunder or the safety of any installations thereof.

COB AN shall bear no liability whatsoever for, and the CLIENT hereby fully, irrevocably and unconditionally release CO BAN and its successors and assigns harmless from, any claims, expenses, losses, or costs relating to the CLIENT's use of the materials, system or services provided by CO BAN hereunder, including any claims based on the content of any information captured on any video recorder provided hereunder. The CLIENT will be solely responsible for any and all such claims made against CO BAN which are based on the CLIENT's use of the materials, system or services provided by COB AN hereunder.

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The CLIENT acknowledges and agrees that CO BANs performance hereunder does not include any obligation to provide testimony or other evidence of any kind in any legal, regulatory, administrative or other proceeding excluding lawfully issued subpoenas issued by judge or comt of law. In the event that CO BAN is requested by the CLIENT to be the expett witness to provide testimony or any evidence of any kind in connection with its performance hereunder, whether required by the CLIENT or any other third party, the CLIENT agrees to pay CO BAN's time and materials rates plus CO BAN's actual expenses incurred in the provision of such testimony or evidence.

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SOW# LAPD DICVS

APPENDIX H - Acronyms

AC Air Conditioning

ASCLD-LAB American Society of Crime Lab Directors/Laboratory Accreditation Board

BOM Bill of Material

CDR Critical Design Review

CDRL Contract Data Requirements List

CFE Customer Fumished Equipment

CHE City Hall East

CLETS California Law Enforcement Telecommunications System

cs Central Storage

DFS Dynamic Frequency Selection

DICVS Digital In-Car Video System

DR Disaster Recovery -

DVMS Digital Video Management System

EIA Electronic Industries Association

FCC Federal Communications Commission

FSSR Final System Sign Off Review

HA High Availability

rev In-Car Video

IEEE Institute of Electrical and Electronic Engineers

IMS Integrated Master Schedule

ITA Information Technology Agency

ITB Information Technology Bureau

LAN Local Area Network

LAPD Los Angeles Police Department

LS Local Storage

LVN Local Video Network

NHTSA National Hig~way Transportation Safety Administration

PI-IS&T Packaging, Handling, Storage and Transportation "--

PMR Program Management Review - - --

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SOW# LAPD DICVS

RFP Request For Proposal

RFQ Request for Quote

RMA Return Merchandise Authorization

RTM Requirements Traceability Matrix

SAE Society of Automotive Engineers

SAN Storage Area Network

sow Statement of Work

ssow Supplier Statement of Work

TBD To Be Determined

TRR Test Readiness Review

UL Underwriters Laboratory

UPS UnintetTl!)2table Power SuJ2ply

·· WBS Work Breakdown Structure

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ATTACHMENT C

DELIVERABlE AND PAYMENT SCHEDULE

Deliverable and Payment Schedule- DICVS 9/27/2013

No. Deliverable Item Payment Event ~ Unitary Extended Payment 10% Withheld Ta> Taxes

Payment !on Se....,ice~ onM Rate

1 ! Critical Design Review Complete Design Acceptance 1 N/A $1,456,095.8€ N/A 9.00% $131,048.63 1· Review of the DICVS Wiced aod Wiceless Netwock Plan " Review of the DICVS Hardware, Software, and Integration Plan

~ Review of the D!CVS Test Plan

• Review of project network design

o Vehicle drawings o Local Storage drawings

o Centra! Storage drawings I • Review of Bill of Material {for quantity and specification)

• Sign Off of design-b<.Jsed requirements in the Requirements Traceab!ity Matrix

2 City Hall East Complete Division Acceptance 1

I · SAN upgrade installation complete N/A $728,047.93 N/A 9.00% $65,524.31

- AutoDVD installation complete

-LT0-5 Tape library upgrade installation complete -Demonstration of Phase 1 video stored successfully to upgraded SAN and Tape library

3 1 Central Division Complete Division Acceptance 1 N/A $728,047.93 N/A 9.00% $65,S24.31

~- Di,ision Test Readiness Review Complete - 90% of Division vehicles installed, tested, and accepted {see SOW Vehicle BOM)

·Back Offlce installation and testing complete {See SOW Back Office BOM) ! -Wireless Infrastructure installation and testing complete (See SOW Wireless BOM)

-Division Test Procedure executed, results provided, and accepted

4 Rampart Division Complete Division Acceptance 1

I N/A $728,047.93 N/A 9.00% $6S,524.31

-Division Test Readiness Review Complete

• 90% of Division vehicles installed, tested, and accepted {see SOW Vehicle BOM)

) -Back Office installation and testing complete {See SOW Back Office BOM)

-Wireless Infrastructure installation and testing complete (See SOW Wireless BOM)


s 1 Newton Division Complete Division Acceptance 1 N/A $728,047.93 N/A 9.00% $6S,524.31


- 90% of Division vehicles installed, tested, and accepted (see SOW Vehicle BOM)

- Back Office installation and testing complete {See SOW Back Office BOM)

, -Wireless Infrastructure installation and testing complete {See SOW Wireless BOM)


6 Hollenbeck Division Complete Division Acceptance 1 N/A $728,047.93 N/A 9.00% $65,524.31


j- 90% of Division vehicles installed, tested, and accepted {see SOW Vehicle BOM)

~-Back Office insta!!ation and testing complete {See SOW Back Office BOM)

-Wireless Infrastructure installation and testing complete {See SOW Wireless BOM)


7 Northeast Division Complete Division Acceptance 1 N/A $728,047.93 N/A 9.00% $65,524.31


. - 90% of Division vehicles installed, tested, and accepted (see SOW Vehicle BOM) ; -Sack Office instaii<Jtion and testing comptete (See SOW Back Office BOM)

-Wireless fnfrastructure installation and testing complete (See SOW Wireless BOM)


Page 1

8 Metropolitan Division Complete Division Acceptance 1 N/A $728,047.93 N/A 9.00% $65,524.31 -Division Test Readiness Review Complete - 90% of Division vehicles installed, tested, and accepted (see SOW Vehicle BOM)

-Back Office installation and testing complete (See SOW Back Office BOM)

-Wireless Infrastructure installation and testing complete (See SOW Wireless BOM) -Division Test Procedure executed, results provided, and accepted

9 Final System Sell Off Complete System Acceptance 1 N/A $728,047.93 N/A 9.00% $65,524.31 ~Review the deliverab!es of the project with the LAPD Project Manager

• Deliverables are complete and adequately meet the City's needs as defined by this SOW

o Confirm the system tests accurately meet the requirements as stated in this SOW

• Raytheon provides a notice of System Completion for the DICVS, and certifies the following:

i o Raytheon certifies it has completed all work as included in this SOW, except for ongoing services

such as Warranty, System Mairnenance and Support services

o AI! del!verab!es have been provided to the City and meet requirements in this SOW

o All terms and conditions have been met

• Review and acceptance of the Final System Acceptance Test results

'

iTota! $7,280,479.28 $655,243.13

Grand Total (with taxes) $7,935,722.41

ATTACHMENT D

SAMPLE PROJECT CHANGE AUTHORIZATION FORM

Change Authorization Form

Item Modified;

Description:

Change Value:

Approval Signature:

Name:

Company: Raytheon

Date:

Agreement Signature:

Name:

Company: City of Los Angeles

Date:

Date post:	23-Aug-2020
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