Loading...
AG 12-163�'rUxN'ro: Thomas Fichtner ExT:2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: �T 2. ORIGINATING STAFF PERSON: THOMAS FICHTNER EXT: 2�7 3. DATE REQ. BY: 02/25/13 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT O PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERWICE AGREEMENT ❑ HUMAN SERVICES / CDBG 0 REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. soxn xsLnrEn nocur�rr�rs) ❑ ORDINANCE ❑ RESOLUTION � CONTRACT AMENDMENT (AG#): 'I Z-'I 63 ❑ INTERLOCAL ❑ OTHER 5. PROJECTNAME: Tiburon to Spiliman Interface 6. NAME OF CONTRACTOR: Data Pros, LLC. ADDRESS: 25os S 10o w TELEPHONE (��) $72-aa9� E-MAIL: sbrown@datapros.net FAX: SIGNATURE NAME: Spencer Brown TITLE OperaUons Manager 7. EXHIBITS AND ATTACHMENTS: 0 SCOPE, WORK OR SERVICES ❑ COMPENSATION O INSURANCE REQUIILEMENTS/CERTIFICATE ❑ ALL OTf�R REFERENCED EXHIBITS � PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES O PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 12/21 /2012 COMPLETION DATE: 12/31 /2014 9. TOTAL COMPEN SATION $ 53,874.00 (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TTTLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 0 YES � rr0 IF YES;1v1aXIMUM DOLI,Ax AMOUNT: $ IS SALES TAX OWED � YES ❑ NO IF YES, $ PAID BY: � CONTRACTOR � C1TY � PURCHASING: PLEASE CHARGE TO: 502-1100-049-521-10-410 10. DQCUMENT/CONTRACT REVIEW � /DAT VIEWED INITIAL/DATEAPPROVED '�PROJECT MANAGER (S � DIRECTOR O RISK MANAGEMENT (�ArpLicas�) ❑ LAW I 1. COUNCILAPPROVAL (IF APPLIC,�BLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTFiORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL / DATE SIGNED O LAW DEPARTMENT . ❑ SIGNATORY (1otAYOR oR D1xEC1'OR) l t�CITY CLERK ' I �ASSIGNED AG# AG# �S`IGNED COPY RETURNED DATE SENT: 2. •2.i • l�,_ COMMENTS: 1�9 cITY oF CITY HALL � Fe d e ra I Wa 33325 8th Avenue South �� � Federal Way, WA 98003-6325 (253)835-7000 www. ciryoifeder�hvny. com AMENDMENT NO.1 TO GOODS AND SERVICES AGREEMENT FOR TIBURON TO SPILLMAN INTERFACE This Amendment ("Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Data. Pros, LLC, a Utah Limited Liability Company ("Contractor"). The City and Contractor (together "Parties'�, for valuable cansideration and by mutual consent of the parties, agree to amend the original Agreement for Tiburon to Spillman Interface ("Agreement") dated effective 12/21/2012, as follows: l. AMENDED SERVICES. The Services or Work, as described in Exhibit "A" and as referenced by Section 2 of the Agreement, sha11 be amended to modify existing Work and include, in addition to work and terms required under the original Agreement, and any prior amendments thereto, the additional services described in Exhibit "A-1 " attached hereto and incorpora.ted by this reference ("Amended Services"). 2. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, sha11 remain in full force and effect. Any and a11 acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, is hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement sha11 apply to and govern this Amendment. The parties whose names appear below swear under penalty of perj ury that they are authorized to enter into ttus Amendment, which is binding on the parties of this contract. [Signature page follows] AMENDMENT -1 - 1/2010 CITY OF � Federal CITY HALL ��� 33325 8th Avenue South Federal Way, WA 98003-6325 {253} 835-7000 www. c�ryohederaBray. com IN WITNESS, the Parties execute this Agreernent below, ef%ctive the last date written below. CITY OF FEDERAL WAY By: Skip Priest, yor DATE: �- a S i 3 DATA PROS, LLC By: Printed Name: �o�e�.c e< �Y� i..� H Tit1e: � a DATE: Fe� �\. a o �"3 STATE OF �4{SH�C�T.Ot�i ) ) ss. COUNTY OF � v �S ) ATTEST: City Clerk, Carol McNeilly, MC , � . . � � . � � �1 . �// . /� ' � / �/ �� , . " ;� '�., � , ,� On this da.y personally appeared before me � pt r� c.-t.r � r cx.� r, to me larown to be the U�cva��3�s1� �a�. +-� of Data Pros, LLC that e3cecuted the foregoing insirument, and acknowledged the said instrument to b� the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said inst�unent of said company. GNEN my hand and official seal this �_ day of t , 2013. Notary's signature otary's printed name c- NOTARY PUBLlC Notary Public in and for th State of ��ng�e�r-V`t �EVAwo��.�r �ig My commission expires C�c,� -�S, �o1S COMM{3310N EXf'1REs pCTpgER 28, 2015 8TATE OF UTAH ,e,r,lEr��vT _ a _ ir�aio CITY OF ;.�, Federal CITY HALL ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. c�ryoftederoM�y. com �XHIHtIT A-1 AMENDFD SF,RVICF.S The Contractor shall modify the Work describecl in Sections 1, 2, 3, 4, and 5 of Exhibit A and provide the following additional Work/Se�rvices as described below: Intrnduction Data Pros will develop a Tiburon CAD to Spillman RMS irnport program for the consortium of local municipalities - Auburn Police Department, Black Diamond Police Department, Des Moines Police Department, and Federal Way Police Department. This document outlines the requirements and design of the program. Background Tiburon has developed an export interface for Computer Aided Dispatch (CAD} incident data. This system sends incident data files via FTP to the Spillman RMS systems. The Spillman servers currently in place include 1 Windows 2008 Server and 3 IBM AIX deployments. Purpose The purpose of this project is to create an import program that parses incoming Tiburan CAD incident da.ta and stores it to a Spillman RMS system. Requirements The following requirements represent the functional and non-functional behavior of the program: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. The flow of data shall be from the Tiburon CAD system to a Spillman RMS system File transfer will be initiated from the Tiburon system, and shall target the specific Spillman server which is to be updated with the incident data The program must accommodate incomin� data as outlin� in the CommandCAD Universal Data Stream- ICD document The interface must be capable of rutuiing on either Windows or IBM AIX The program must a11ow for configuration of various connection parameters required for connection to the Spillman server The program must be schedulable — the time and frequency of data import must be configurable Data archive — the program shall move processed files to an archive location once processed Sui�'icient logging must be provided for system troubleshooting and audit needs Data mapping — conversion of data from Tiburon to Spillman must be elcternally configurable The prograzn will store the CAD incident data in the Spillman RMS system Design Arehitecture The interface program shall be designed to run as a command-line Java program to ensure operability across the various host platforms involved. A Java Run-time Environment (JRE) version 1.6 or greater must be present on the hast machine where the import program is to run. The pmgcain will terminate once the import files have been processed, which will allow for process scheduling by the operating system scheduling mechanism. ��p�� - 3 - 1 /2010 CITY OF ,�'�.... Federal CITY HAlL Way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 �vww uryoftederalway. com Functionality Program execution will perforrn the following seyuence of steps: 1. Load program settings from application.properties file 2. Inspect the incoming incident data directary for new data file(s) 3. Parse incoming data file(s) 4. Map incaming data to the Spillman IZMS data fornnat 5. Connect to the target Spillman RMS server web services interface 6. Store the mapped data to the target Spillman RMS server using web services 7. Move the processed data file to the archive directory Data Mapping The mapping of data fields from the Tiburon export to the Spillman data model will be accomplished using an Extensible Stylesheet Language Transformation (XSL'1�. Initial mapping of data elements of the XSLT file will be performed by Data Pros in conjunction with Thomas Fichtner (Federal Way) and Brian Powell (Valleycom Inc.). Operating System Functions The following functional aspects will be provided by the operating system were the interface program is running: • Scheduling - Program execution will be handled by the operating system on which the program resides. In IBM AIX deployments scheduling should be controlled via Cron. Windows systems should use the built-in Task Scheduler • File Transfer Process — The opera.ting system will provide the FTP server functionality Configuration The program will be configurable via an external properties file. Settings configured from tlus file include: connection paratneters for the Spillman RMS server, incoming incident data directory, application log directory, and incident da.ta archive directory. �S�g Configurable logging will be integrated into the program; log settings will be configurable via external properties file. Fata1 errors will be logged to the application log with an ERROR priority. Maintenance & Support Any support and maintenance services, updates, versions, or new releases shall be contracted under a separate agreement between Data Pros and Client. These services are limited to the following: • Updates required to accommodate new data structures in the Tiburon or Spillman systems. AMENDMENT - 4 - 1 /2010 xETUxN TO: Thomas Fichtner EXT:2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: fT 2. ORIGINATING STAFF PERSON: ThOn1aS FlChtn2C ExT: 254� 3. DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT O PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT � GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCiTMENT ❑ SECURITY DOCUMENT (E.c. sorm xELn�n nocun�rr�rs) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER _ 5. PROJECTNAME: Tiburon to Spillman Interface 6. NAME OF CONTRACTOR: Data Pros, LLC. ADDRESS: 2509 S 100 W TELEPHONE (��) 872-4497 E-MAIL: sbrownQdatapros.net FAX: SIGNATURE NAME: Spencer Brown TITLE operations wianager 7. EXHIBITS AND ATTACHMENTS: d SCOPE, woitK oR SERV10ES � COMPENSATION � INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTI-IER REFERENCED EXHIBTTS � PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: Upon Mutual Execution GOMPLETION DATE: 12/31 /2014 9. TOTAL COMPENSATION $ 53,874.00 (INCLUDE EXPENSES AND SALES TAX, IFANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TTTLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: � YES ❑ NO IF YES, MAXIMUM DOLLA1t ,4MOUNT: $ IS SALES TAX OWED � YES ❑ NO IF YES, $ Included in total amount PAID BY: � CONTRACTOR � CITY � PURCHASING: PLEASE CHARGE TO: 10. DOCUMENT/CONTRACT REVIEW INIT /D TEREVIEWED INITIAL/DATEAPPROVED L�J PROJECT MANAGER �� 1'� _ m DIRECTOR � << ❑ RISK MANAGEMENT (�a,rrr.icaBr..E) � LAW S tl 11. COUNCILAPPROVAL(�FnPPL�C�r.E) COMMITTEEAPPROVALDATE: t 1 �� �� COUNCILAPPROVALDATE: �� Y(� 12. CONTRACT SIGNATURE ROUTING � �//16 �� �� `�$ENTTO VENDOR/CONTRACTOR DATE SENT: '�' � DATE REC'D: I��. ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS �LAW DEPARTMENT e�SIGNATORY (1v1AYOx oR nntECTOR) �ITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: INITI / DATE SIGNED 2 l2 2 Z -z'I •i2 AG# � DATE SENT- IZ' Z.i'I ` CITY OF CITY HALL �,,,�.-, Federa I Way 33325 Sth Avenue South Federal Way, WA 98003-6325 (253)835-7�00 �vww. crtyoffederaM�ay. com GOODS AND SERVICES AGREEMENT FOR TIBURON TO SPILLMAN INTERFACE This Goods and Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Data Pros, LLC, a Utah Limited Liability Company ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: Data Pros, LLC: Spencer Brown 2509 S 100 W Bountiful, UT 84010 (801) 872-4497 (telephone) sbrown@datapros.net The Parties agree as follows: CITY OF FEDERAL WAY: Thomas Fichtner 33325 8�' Ave. S. Federal Way, WA 98003-6325 (253) 835-2547 (telephone) Thomas.Fichtner@cityoffederalway. com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than 12/31/2014 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. WORK. 2.1 Work. The Contractor shall provide goods, materials or services and otherwise perform the work more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Work"), performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. 2.2 Warranties. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Work and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to obtaining a City of Federal Way business registration. The Contractor warrants it will pmvide services in a manner consistent with the accepted practices for other similar services within the Puget Sound region in effect at the time those services are performed. The Contractor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Contractor's representations to City. The Contractor shall, at its sole cost and expense, correct all Work performed which the City deems to have defects in workmanship and material discovered within one (1) year after the City's final acceptance of the Work. This Agreement is subject to all warranty provisions established under the Uniform Commercial Code, Title 62A RCW. In the event any part of the goods are repaired, only original replacement parts shall be used; rebuilt or used parts are not acceptable. When defects are conected, the warranty for that portion of the work sha11 extend for one (1) year from the date such correction is completed and accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a reasonable time as determined by the City, the City may complete the corrections and the Contractor shall pay a11 costs incurred by the City in order to accomplish the correction. These warranties sha11 be transferrable to the Cities of Auburn, Black Diamond and Des Moines. GOODS AND SERVICES AGREEMENT - 1- 4/2011 ` CITY OF ,'�... Federal CITY HALL ��33325 8th Avenue South Y Federal Way, WA 98003-6325 (253) 835-7000 www. atyoifederahvay com 2.3 Time, Documentation, and Inspection. Work shall begin immediately upon the effective date of this Agreement. Work shall be subject, at all times, to observation and inspection by and with approval of the City, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Work in accordance with this Agreement, notwithstanding the City's knowledge of defective or non- complying performance, its substantiality or the ease of its discovery. 2.4 Clean Uv. At any time ordered by the City and immediately after completion of the Work, the Contractor shall, at its own expense, clean up and remove all refuse and unused materials of any kind resulting from the Work. In the event the Contractor fails to perform the necessary clean up, the City may, but in no event is it obligated to, perform the necessary clean up and the costs thereof shall be immediately paid by the Contractor to the City and/or the City may deduct its costs from any remaining payments due to the Contractor. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12 and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Work, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B", the Contractor shall be solely responsible for the payrnent of any ta�ces imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. 4.2 Method of Pavment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Work have been performed, the naxne of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Contractor shall also submit a fmal bill upon completion of all Work. Payment shall be made on a monthly basis by the City only after the Work have been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Work do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Defective or Unauthorized Work. If any goods, materials, or services provided under this Agreement are either defective, unauthorized, or otherwise do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement and the City reserves the right to withhold payxnent from the Contractor until the goods, materials, or services are acceptable to the City. If Contractor is unable, for any reason, to complete any part of this Agreement, the City may obtain the goods, materials or services from other sources, and Contractor shall be liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable costs, including legal costs and attorney fees, incurred by the City beyond the maximum Agreement price specified above. The City further reserves its right to deduct these additional costs incurred to complete this Agreement with other sources, from any and all amounts due or to become due the Contractor. 4.4 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payxnent under this Agreement for any future fiscal period, the City will not be obligated to make payments for Work or axnounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 4.5 Final Pavment: Waiver of Claims. Contractor's acceptance of fmal payment shall constitute a waiver of any and all claims, except those previously and properly made and identified by Contractor as unsettled at the time request for final payment is made. GOODS AND SERVICES AGREEMENT - 2- 4/2011 ` CITY OF �...., Federal 5. INDEMNIFICATION. CITY HALL W�� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cityoflederahvay. com 5.1 Contractor Indemnification. The Contractor agrees to release indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers as well as the Cities of Auburn, Black Diamond and Des Moines harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or in connection with this Agreement or the performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attomeys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this indemnifcation. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability beneiit acts or any other benefits acts or programs. The Parties further acknowledge that they have mutually negotiated this waiver. 5.3 Citv Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub- contractors hannless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for liability which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,000,000.00 for each occurrence and $1,000,000.00 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single lixnits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. GOODS AND SERVICES AGREEMENT - 3- 4/2011 ` CITY OF ,� Federal CITY HALL way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. cityoffederahvay com 6.2. No Limit of Liabilitv. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured, Verification. The City sha11 be named as additional insured on all commercial general liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually ternunated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and properly reflect a11 direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR / EMPLOYEE CONDITIONS. 10.1 Indenendence. The Parties intend that the Contractor shall be an independent contractor and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security, income, or other tax which may arise as an incident of employment, except as specifically provided in Section 4. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, sha11 not be deemed to convert this Agreement to an employxnent contract. If the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 10.2 Safetv. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, �gents, and subcontractors at the work site and in the performance of the contract work and shall utilize all protection necessary for that purpose. Contractor shall comply with all applicable provisions of federal, state and municipal safety and health laws and codes, including without limitation, all OSHA/WISHA requirements, Safety and GOODS AND SERVICES AGREEMENT - 4- 4/2011 ` CITY OF �. � Federal CITY HALL way 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 ww►v. c�tyoflederaM�y com Health Standards for Construction Work (Chapter 296-155 WAC), General Safety and Health Standards (Chapter 296-24 WAC), and General Occupational Health Standards (Chapter 296-62 WAC). Contractor shall erect and properly maintain, at all times, all necessary guards, barricades, signals and other safeguards at all unsafe places at or near the site for the protection of its employees and the public, safe passageways at all road crossings, crosswalks, street intersections, post danger signs warning against known or unusual hazards and do all other things necessary to prevent accident or loss of any kind. Contractor shall protect from damage all water, sewer, gas, steam or other pipes or conduits, and all hydrants and all other property that is likely to become displaced or damaged by the performance of the Work. The Contractor shall, at its own expense, secure and maintain a safe storage place for its materials and equipment and is solely responsible for the same 10.3 Risk of Work. All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. Industrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shall not be deemed to convert this Agreement to an employment contract. Even though Contractor is an independent contractor, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ability to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. EQUAL OPPORTUNITY EMPLOYER. In all services, programs, activities, hiring, and employment made possible by or resulting from this Agreement or any subcontract, there sha11 be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply to, but not be limited to, the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title VI of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or locallaw or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached E�chibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Eachibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal sha11 in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assi�nment and Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other GOODS AND SERVICES AGREEMENT - 5- 4/2011 � CITY OF ,�...., Federal CITY HALL way 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 wwrv cityoflederalway com Party. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the benefit of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 13.3 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereafter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishxnent of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party sha11 pay all its legal costs and attorney's fees and expenses incuned in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of all pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] GOODS AND SERVICES AGREEMENT - 6- 4/2011 crrv oF .;. �. Federal CiTY NALL W�� 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-7000 wnaw cityooffearernhvny. com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY Skip P t, Ma or DATE: I �a � / �"' I� Data Pros, LLC . � ���� . � — . �: � �'.i r • � ! ra � � DATE: 1J a�ev�4o<�r aG aa t�. �-kr�,4� STATE OF W���P�''@Id ) ) ss. COUNTY OF Dtt�•y ) ATTEST: 1.1.� � 11 _,i .�_ _� �.'. — .. , � :� APPROVED AS TO FORM: �'rAC.. Ci y Atto Patricia A Richard n On this day personally appeared before me _� e�G�-r r�tc� �-- , to me known to be the QU,,.yL,c..f' of Data Pros, LLC that ex uted the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein rnenrioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this ..2� day of /�.,�i ��� , 20 IZ O�t� Natary's signature '"� ��� Notary's printed name tt.�C CYt�vr-- wp��p���� Notary Public in and for the S te f Washington. My commission expires � 1 Zi GOODS AND SERVICES AGREEMENT - 7- 4/2011 ` CITY OF '�,,�...., Federal Way EXHIBIT "A" SERVICES CITY HALL 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www. cityoffederaAaay. com Project: Tiburon to Spillman Interface Client: Auburn, Black Diamond, Des Moines, and Federal Way Police Departments 1. Data Exchange 1.1. Data Flow 1.1.1.The flow of data is one way, coming from the Tiburon Command CAD Software to the Spillman Records System. 1.1.2.ACK/NACK — There are no ACK/NACK responses from Tiburon Command CAD, they push files to an FTP Server, where they will be retrieved and loaded into the Spillman Records System. 1.2. Data Packages 1.2.1.Incident Data — This interface has only one data package which is Incident Information originating from Tiburon's Command CAD Software (911 Call Incidents). It includes CAD Incidents or Calls, Dispatched Units, Segments, RMS Case Numbers, and other Metadata as described in the Specification from Tiburon titled Comxnand CAD Universal Data Stream Interface Control Docuxnent. 13. Data Mapping — Data Mapping will include all fields specified in the Tiburon Command CAD Universal Data Stream Interface Control Document. Fields that do not map directly to a field in the Spillman Database can be put into a text Narrative field for the Law Incident. The customer will help define the mapping of the data and where fields ultimately go in the Spillman Database. The mapping of the data will be agency customizable based on the requirements for each agency. Customizations must not be hard-coded and incorporate the ability to be modified by the system administrator of each agency within the Interface Configuration Application. 1.4. Frequency — The system administrator will have the ability to set up the interface to pull from the FTP Server Incident Records on a time interval that he/she feels comfortable with. The interval options will allow for minutes, hours, and days. This will be set up in the Interface Configuration Application. 2. ConnecNon Methods 2.1.1.FTP Server — The incident information will originate from Command CAD. Upon incident closure, Command CAD will transfer data to a data warehouse controlled by Tiburon. From this Data Warehouse, Tiburon will build an XML file containing the incident data and push that file to an FTP Server accessible by the agency for which the Incidents belong. 2.1.2.FTP Server Management — Data Pros will have read/write access to the FTP Server to manage the data records contained therein. When the Incident Records are successfully loaded into the Spillman System and receipt of the successful insert is received, Data Pros will remove the records in the FTP Server that were successfully inserted to the Spillman database. 2.2. Connection Information 2.2.1.URL: 3. 4. 2.2.2.UN: 2.2.3.PW: 2.2.4.Firewall Authentication if any? Failsafe - Secondary Method of Data Exchange 3.1. FTP Server Directory — After successfully loading the records in the Spillman System as described in Section 2.1.2, Data Pros will remove records from the active directory and save them to an archive directory on the same FTP Server for archival purposes and a failsafe in case there is a problem from any side of the Interface for exchanging the incident data. Interface Configuration Application 4.1. Frequency — Allows the System Administrator to determine how frequent the FTP Server is pulled for new records. In addition, it should a11ow the System Administrator to determine which data is mapped to the Spillman Database for future customization by each agency. 4.2. Failure Message Response Logging — In the Interface Configuration Application, the System Administrator will have a logging screen that will show a log of the transactions inserted into the Spillman Database, both success and failure. GOODS AND SERVICES AGREEMENT - 8- 4/2011 ` CITY OF ,� Federal 5. � 7. 8. 9. CITY HALL ��� 33325 8th Avenue South Federal Way, WA 98003-6325 (253)835-7000 www. crtyoflederalway com Installation 5.1. Interface will reside on an available Windows Server located at the agency using Spillman inside their firewall with access to the Spillman Server. The server can be running Windows Server 2008 R2, 2008 or 2003, and not be approaching full capacity on the RAM and hard drive. The usage is small, a PC rurining Windows Server is sufficient to run the interface. 5.2. The scope of this project is to install the interface at the following agencies: 5.2.1.Auburn Police Department 5.2.2.Black Diamond Police Department 5.2.3.Des Moines Police Department 5.2.4.Federal Way Police Department — Beta Test Site Testing 6.1. Test Server - 6.1.1. Data Pros can test with real or sample files from the actual FTP Servers set up for the agencies listed in 5.2. Key Tasks and Milestones 7.1. Defne Scope of Work — Data Pros will work with Agencies listed in 5.2 in defining the interface project requirements contained in this document, which is the Scope of Work or SOW. When agreed upon, the SOW will be put into the contract for sign-off. 7.2. Development & Initial Testing — Data Pros will develop the interface as defined in the SOW. After initial development is completed, testing at the Beta Test site defined in section 5.2 will commence. Development and initial testing will be completed within 90 days of mutual execution of this agreement. 7.3. Installation — Data Pros will install the interface at the respective agencies listed in section 5.2. 7.4. Test�ng — Data Pros will test the interface with the help of the agencies and Tiburon. Once the initial testing is verifed to be working according to SOW requirements, Data Pros will monitor the interface with the agencies for a minimum of two weeks. Thus ensuring the product is stable and functioning correctly. 7.5. Completion - When the minimum testing period is over and both parties agree that the interface is stable, has no open problems, and meets the requirements specified in the SOW, the interface will be deemed complete and will be invoiced. Data Pros will then release interface product as a standard supported interface product. Project Deliverables 8.1. Subject to timely payment, the deliverables described hereafter (the "Deliverables") will be provided to Client in final form upon completion of the tasks described in this Statement of Work. Preliminary or draft versions of these Deliverables will be made available to Client for review during the course of the Project. 8.1.1.Scope of Work 8.1.2.Contract 8.1.3.Spillman to IDOC Web Services Interface 8.1.4.Installation Services 8.1.S.Beta Testing Services Time and Cost Estimates 9.1. Time — It is anticipated that this interface will take two months to develop. After the development period when the iirst install is stable and working properly, generally a two week period, the other installs will take place in a tixnely manner. The secondary installs will require smaller amounts of time but varies and depends on the expertise and help of the agency. 9.2. Costs 9.2.1.Development Costs — The development cost of the interface is $40,000.00. 9.2.2.Installation Costs — Each install will cost $2,000.00. There are four installs, therefore the installation fees are $8,000.00. 9.23.Support Costs — Annual Support is 10% of total contract price, $4,800.00. First year maintenance period does not start until after the last install is running according to SOW. At that point the first year maintenance is invoiced, and will be invoiced annually at that support contract date thereafter. GOODS AND SERVICES AGREEMENT - 9- 4/2011 CITY OF , �... Federal 1. Total Compensation: CITY HALL W�� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www. atyolfederahvay com EXHIBIT KB" COMPENSATION In return for the Services, the City sha11 pay the Contractor an amount not to exceed Fifty Three Thousand Eight Hundred Seventy Four and 00/100 Dollars ($53,874.00). This amount is inclusive of a 15% contingency and Washington State Sales Tax. 2. Method of Compensation: In consideration of the Contractor performing the Services, the City agrees to pay the Contractor the above stated Total Compensation for the development, installation and first year of maintenance/support for the City. The Cities of Auburn, Black Diamond, and Des Moines will establish an agreement separately from this Goods and Services Agreement with the Contractor for the installation and first year supportlmaintenance for each of the respective cities. The future annual support/maintenance cost of $4,800.00 will be divided four ways ($1,200.00/each) by the Contractor and invoiced to each of the individual Cities of Federal Way, Auburn, Black Diamond and Des Moines. The City of Federal Way shall only be held responsible for 25% of the future annual support/maintenance. GOODS AND SERVICES AGREEMENT - 10 - 4/2011 �� � ����� CERTIFICATE OF LIABILITY INSURANCE � THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certHicate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. Astatement on this certificate does not coMer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: CURTIS J VERNON INSURANCE AGENCY a�"o,�: 801 292-5529 (�.No PO BOX 266 - ADDRESS: ��.. B013I1't1f111 �� S4O11 INSURER�S) AFFORDING COVERAGE INSURED DATA PROS, LLC 2509 SOUTH 100 WEST BOUNTIFUL, UT 84010 INSURER A: INSURER B: INSURER C : INSURER D : INSURER E: INSURER F: DATE (MMIDDIYYYY) 11/6/2012 (801)677-0077 NAIC A COVERAGES CERTIFICATENUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. �� TYPE OF INSURANCE A p POLICY NUMBER (MM/DD/YYYY) (MMIDD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCE S 1 OOO OOO ][ COMMERCIAL GENERAL LIABILITY PREMISES (Ea ocamence) $ 3OO OOO ICLAIMSMADE CI OCCUR MED EXP(Myoneperson) $ A 34SBMPN4038 oi2zizo�z 0/22/2013 pERSONALBADVINJURY a INCLUDED Y GENERAL AGGREGATE $ 1� OOO � OOO GEN'L AGGREGATE LIMITAPPLIESPER: PRODUCTS -COMP/OPAGG S 1 OOO OOO X POUCY E� LOC a AUTOMOBILE LIABILIlV Ea accideM E ANYAUTO BODILY INJURY (Per person) S ALLOWNED SCHEDULED BODILY INJURY (Per aoddent) S AUTOS NON-0WNED P PE NIA E y HIRED AUTOS q�'fp3 (Per aaideM) S UMBRELLA LIAB OCCUR EACH OCCURREI�E $ EXCESS LIAB �p,IMS-MADE AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY X TORY LIMITS ER Y/N ANV PROPRIETOR/PARTNEWEXECUTIVE ❑ N�A E.L. EACH ACCIDENT $ 5OO � OOO A OFFICER/MEMBER EXCLUDED? 0/22/2012 0/22/2013 ' (MandatorylnNH) 34WE5514LC E.L.DISEASE-EAEMPLOVEE $ Jr'�� ��0 If yes, describe under DESCRIPTIONOFOPERATIONSbelow E.L.DISEASE-POLICYLIMIT $ rJOO OOO DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (Attach ACORD 101,Adtlitional RemarksSchedule,'rf morespace is requirod) THE CITY OF FEDERP,L WAY IS NAMED AS ADDITIONAL INSURED. THIS POLICY I3 PRIMARY AND NON—CONTRIBUTORY IN RE3PECT TO THE CITY. CERTIFICATE HOLDER CANCELLATION CITY OF FEDERAL �AY SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE C�O THOMAS FICHTNER THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELNERED IN THOMA.S . FICHTNER@ CITYOFFEDERAI,WAY . COM ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED RESENTq71VE Il � M� 8 1988-2010 ACORD CORPORATION. All rights reserved. ACORD25 (2010/OS) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF CORPORATE RESOLUTION/AFFIDAVIT AUTHORIZING ENTERPRISE PROJECT APPLICATION SPENCER BROWN, having been duly sworn, deposes and says as follows: 1. I understand the nature and obligations of an oath. 2. I am the sole director who represents pG�-o, �P�o s, LLC, (the "Company"), a Utah corporation. 3. I hereby certify that Sp�hcct %ro�is the only member of the Company and is 100% owner and that ,n P,� r.�,n is authorized to execute legal and binding documents in the name of and on the behalf of the Company. The foregoing is true to the best of my knowledge and belief. STATE OF UTAH COUNTY OF ) ) ) WN -- Data Pros LLC Sworn and subscribed before me on this �� da of ��'b��1/ �.-�----____..__, -� , �,��,�,� � ������.�� MARq1 a Z014 I � � ' STATE OF UTAN � Li�--"'-----�..�.�.� ///I[�� ' � i�' �OF TgB, Utah Department of Commerce �� Division of Corporations & Commercial Code �� 160 East 300 South, 2nd Floor, S.M. Box 146705 �i Salt Lake City, UT 84114-6705 " .� Phone: (801) 530-4849 Toll Free: (87?)526-3994 Utah Residents �' ra s e'' Fax: (801) 530-6438 Web Site: http://www.commerce.utah.gov Registration Number: 8443898-0160 Business Name: DATA PROS LLC Registered Date: OCTOBER O1, 2012 October 24, 2012 CERTIFIED COPY OF ARTICLES OF ORGANIZATION THE UTAH DIVISION OF CORPORATIONS AND COMMERCIAL CODE ("DIVISION") HEREBY CERTIFIES THAT THE ATTACHED IS TRUE, CORRECT, AND COMPLETE COPY OF THE ARTICLES OF ORGAIVIZATION OF DATA PROS LLC AS APPEARS OF RECORD IN THE OFFICE OF THE DIVISION. , �,� ,r-�l: � , f'=�..: � < ! . � :� Kathy Berg Director Division of Corporations and Commeroial Code Dept. of Professional Licensing Real Estate Public Utilities Securities Consumer Protection (801)530-6628 (801)530-6747 (801)530-6651 (801)530-6600 (801)530-6601 File Number: 8443898 LLC ARTICLES OF ORGANIZATION UF Data Pros LLC The undersigned person(s) do hereby adopt the following Articles of Organization for the purpose oiforming a Utah Limited Liability Company. Article I The name of the limited liability company is to be Data Pros LLC Article II The purpose or purposes for which the company is organized is to engage ia: Provide information solutions tluough interface creation, data conversion, etc. The Company shall further have unlimited power to to engage in or to perform any and all lawful acts pertaining to the management of any lawful business as wdl as to engage in and to do any lawful act concerning any and all lawful busiaess for which a Limited Liabi6ty Company may be organized under the Utah Limited Liability Company Act and any amendmenta thereto. Article III The Company shall continuously maintain an agent in the State of Utah for service of process who is an individual residing in said state. The name and address of the initial registered agent shall be: (Registered Agent Name & Address) Spencer Brown 2509 S 100 W Bountiful , UT, 84010 ACCEPTANCE OF APPOINTMENT: Registered Agent Signature state of vtaH Deparfinent of Commerc:e Division of Corporations & Comtnercial Code This certifies t6et tbis registration hes been filed and appmved on 1, October 2012 in tde off"ice of t6e Division and hereby issues ffi� Certification thereof. ��� �''�-�-��'' I KATHY BERG Division Director Article IV Name, Street address & Signature of all members/managers Member # 1 Spencer $rown 2509S100W Bountiful, UT 84010 Spencer Brown Signature DATED 1 October, 2012. Article V Management statement This limited liability company will be managed by its Members Art3cle VI Records required to be kept at the principal otiice include, but are not limited to the fouowtng: ArNcle VI.1 A curtent list in alphabetical order of the full name and address of each member and each manager. Article VI.2 A copy of the stamped articles of organization and all certificates of amendments thereto. Article VI.3 Copies of all tax returns and financial statements of the company for the three most recent years. ArHcle VI.4 A copy of the comp�ny's operating agreement and minutes of each meeting of inembers. Article VII The sh�eet address of the principal place of business is.: 2509 S 100 W Bountiful, LTT 84010 Article VIII The duraHon of the company shatl be 99 years Under GRAMA (63-2-2@1), �II n�atntion intornulion maintained by tde Dividou fa eLaeiOed as pabHe neord. For eondde�iality purpose; the business endty plryskal sddre� may be provlded nt6er than the ro�deatlal or prlvate addtess o[ any indivlda�l tl6tlated wltb the entlty. �� Taa Utah Department of Commerce � Division of Corporations & Commercfal Code 160 East 300 South, Znd Floor, PO Box 146705 � SAIt I.nke City, IJT 841146705 .� Service Center: (801) 530-4849 Toll Free: (87� 526-3994 Utab Reaidents ' : � a s ' FAa: (�1) 530-6438 Wob Site: 6ttp://www.commercautrh.gov October 24, 2012 CERTIFICATE OF EXISTENCE Registration Number: Business Name: Registered Date: Entity Type: Current Status: 8443898-0160 DATA PROS LLC OCTOBER O1, 2012 LLC - DOMESTIC GOOD STANDING The Division of Corporations and Commercial Code of the State of Utah, custodian of the records of business registrations, certifies that the business entity on this certif cate is authorized to transact business and was duly registered under the laws of the State of Utah. The Division also certifies that this entity has paid all fees and penalties owed to this state; its most recent annual report has been filed by the Division (unless Delinquent); and, that Articles of Dissolution have not been filed. � -���- /���. � Kathy Berg Director Division of Corporations and Commercial Code Registered• Category• BUSINESS REGISTRATION License Number 20-12-105083-00-BL Non-Resident Business DATA PROS LLC 2509 S 100TH W BOUNTIFUL, UT 84010 7300 - Business Services Expires:l2/31/2013 Conditions: This license is non-transferable. Please notify the City Clerk's office of any change in your business such as a new location or business name. `�����iir�iii. ```�.� FEDE�qq��,�i �' . . , • � , �. • � � � .- �o�PORare �. �,c � �U� SEAL = � �.''� � ,��o: ` � �S . •,� �j, . �... •,�0 `. .,��q,S+}.IiNG ``�. This certifies that the above entity has been issued the registration or license listed. Ciry of Federal Way - Licensing FEDERAL WAY WA 98003, , DATA PROS LLC *SPENCER BROWN * 2509 S 100TH W BOUNTIFUL UT 84010 I ���•! � �i� / City Clerk, City of Federai Way � W-9 �r�. neoemta� zo„> Depe�trnent of the Treasury htemel Reverxie Servfce N � c 0 �� 0 � d � � ne (as shown on yow TA PROS LLC Request for Taxpayer I Give Fomn to the ldentification Number and Certiflcation '�`�"°'�`' °o "O� send to the IRS. name, cned� apwo�ace � ror redere� mx a�r�or�: ❑ i�aN�a� v►ar�a ❑ c co�►��, ❑ s co��, ❑��,�p ❑ r�v�� Q Limked IiabilUy compeny. EMer ths tex cle�ification (G=C carporation, S=S caporation. P--P����Pl ► LJ Ottier (see ir�etions) ► A�ddrms (numbar. street. and ept. 2509 S 100 W CitY� state, and ZIP oode BOUNTIFUL UTAH 8�W70 ErKer your 11N in the appropriate box. The TIN provided mu6t match the name giv� on the 'Nart�" line to avoid backup withholding. Fa individuals, this is your eocial securily number (SSI�. Flowever, for a ►esideM allen, sole pnoprietor, a disregerded errtRy, see Me Part I instructbns on page 3. For other entitiea� it is your emPloYer iden�tion number (Eli�. If you do not have a number� see How to get a TIN on page 3. Nots. lf the axotnt is in more than one narrie, see the chart on page 4 for guidelines on whose number to �. �P� P•Y� �me and addrema Under pen�tles of perjury, I certiy Thet 1. The number shown an this fam is my oort�ect ta�ayer ldendficaUon number (a 1 am waidng for a number to be iseued � rr�, and 2. I ern not subject to backuP wiffNtolding becauee: �a)1 am exempt irom bat�cup wilhholdin9. or (b)1 heve not boen ratified by the Intemal Rsve�we Sen�ioe pRS) that I am subject to badcup withholding as a result of a faqure to repo�t all interest or dhridends. or (c) Uie IRS has nadNed me Uiat I�n no longer subject to backup witlriolding, and 3. i am a U.S. citizen or ather U.S. person (defined below). Certllkx�on iatructlons. You rrMist cro�s out item 2 above lf you have been notified by the Ni.S tl�at you me cur►entlY ���P ���8 because y�ou have failed to report aR interest �d dividends on your fatt re�hnn. For reel �fate transacdons, item 2 does not apply. For rtiortgsQe Irrter�est paid. acquisicion a abandarnent of aecured property, cancel�ati�on oi debt, conaibucions to an indivki�,a� reti►ement anangemenc (IFG°�l� end se�b. P�Yments otF�er ihen iMerest and dtvy�nds, You are not required to sign the cerdflcadon, buc ycw must provtde y�our correet �. see me insfi,ctions on a�e a. / 1 r-1 ��� / ] � Here u.s.� ► -t '„�, ��--� General Instructions `.�e..�c.� SeCtiOn referenCes ere to the hiternal Revenue noted. Purpose of Form C3 �r-.o ottierwise A person who is required to file an infortnatlon retvn wiM the IRS must obtain your correct ta�ayer ldentiflcatlon number (TII� to report, fa example. incorne P�d to You� real estate transactions. mort9age irrterest Y� Peid, acquisition or ebandonment of seCUred ProperlY, cancellation of debt, a confi'butions you made to an IRA. use Fonn w-s onN if you are a u.s. pe�son (ncluding a resid�t alien), co provide your conect T1N to tne person ►eauest+ng it (ihe ►equeste� arW, when appl�able, to: 1. Certiiy ihat fhe T1N you are giving is cmrect (or you are waidng for a nwnber t� be issued), 2. Certity U�at you are not subject to badcup wiThhdding, ar �► t " O J� . If e�eq ves y«, a f«m othe� men Fortn w-s to nequesr your 11N, you tnust uae tt�e requester's fam 'rf H��balantially airnier to this Form W-9. PeTnilion of a U.B. psrson. For federat tax Purposes� You ere cor�eidered a u.s. person ff you ar� • M indi�ridual who is 8 U.S cibzen or U.S. rosident alien, • A Partne�$MP. oo►Po►atian, oompanY, or esaodatfon Crea�Bd Or o►ganized in Me United States or under the taws of ttie United State�n • M estate (other than a foreign estete). or • A domestic tr�t (� deiined m Regulations sedfon 301.7701-�. Spsctst rubs tor partr�ershipa. Partne►shiPs tt�at oonduct a tr�e a business in the United States are 9��Y ►'e9�� � P8Y a���9 tax on any foreign pertriers' shere of frx�rne irom such business. Further, in certain cases whene a Form W-9 has not been received, a partnership is requi►ed to presume that a partne► is a foreign person. and Qay n�e wiinnoldng mz. T►,erefore, if you �e a U.s. peraon t�rert fs e 3. Claim exemption fi+nm beckup wifhholding 'rf you are a U.S. exemP� Pe►'tr�er in a partrierahip c�nducting a trade a bue�ness in the UNbed payee. lf applicable� You are also certl(ying tl�at as a U.S. person� You► Stabas. Provide Fortn W-9 Eo the partr�ership to estebNsh your U.S. albcable share of eny partr�ership income (ram a U.S. trade or business �� �d avoid withl►dding on your ahare of partr�e�ship inoort�e. Is not subject to Uie withholding tax on faeign partr�ers• share of • e�fectively conneeted income. cot. ra. �a�,x r-o� W-��. �2-20»> � COUNCIL MEETING DATE: December 4, 2012 ITEM #: �O� CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: TIBURON TO SPILLMAN INTERFACE — GOODS AND SERVICES POLICY QUESTION: Should Council approve the Goods and Services agreement for the development of the Tiburon to Spillman interface? COMMITTEE: FEDRAC CATEGORY: � Consent ❑ City Council Business ❑ Ordinance ❑ Resolution MEETING DATE: November 27, 2012 ❑ Pu61ic Hearing ❑ Other STAFF REPORT BY: Thomas Fichtner Information Technolo .�. Man� DEPT: Information Technology ..._._._.....�...__ ____..�__._._..__...._...._----...._.._.__._._.__� _...__..�.__.��...�...._----...... _.,.. _.. _....._ Attachments: Goods and Services Agreement with Data Pros, LLC. SummaryBackground: Valley Communications is in the process of implementing a new Tiburon based Computer Aided Dispatch (CAD) system. This system is expected to Go Live in November of 2013. Federal Way currently has an interface from the old version of CAD into the Spillman Records Management System. The interface is used to transmit data about each 911 call that Valley Com receives into the Spillman RMS, which greatly reduces the amount of manual data entry required for the Police Departrnent. This interface will no longer function with the new Tiburon product and a new interface needs to be developed. Spillman no longer develops interfaces for their product in-house, instead they have a contractor, Data Pros, LLC., which is authorized to develop interfaces using the Spillman source code. Federal Way will be entering into a Goods and Services agreement with Data Pros, LLC. for the development of the Tiburon to Spillman interface. Funding: This project will be funded by two sources; funds from Auburn, Black Diamond, and Des Moines via lnterlocal agreement, as well as existing funds from within the Police Department's budget. The total cost for the development of the interface plus contingency, installation for Federal Way, first year of support, and Washington State Sales Tax totals $53,874.00. The funds for development from the three other cities will account for $37,777.50. Federal Way's portion is a total of $16,096.50. Upon completion of the Interface, Data Pros will invoice Federal Way for the total amount not to exceed $53,874.00 at which point Federal Way will invoice each City participating in the Interlocal agreement for their actual cost, not to exceed $12,592.50 per City. , Each City participating in the Interlocal agreement will be responsible for contracting and paying Data Pros for the installation of the interface and annual support and maintenance separately from this agreeme,nt. Options Considered: l. Approve the Mayor's recommendation to enter into a Goods and Services agreement with Data Pros, LLC. to develop, install and support the Tiburon to Spillman interface for a sum not to exceed $53,874.00. 2. Deny the approval of the purchase and provide staff with further direction. MAYOR'S RECOMMENDATION: Mayor recommends entering into a Goods and Services agreement with Data Pros, LLC. to develop, install and support the Tiburon to Spillman interface for a sum not to exceed $53,874.00 MAYOR APPROVAL: j!�% ��/�% iG� DIRECTOR APPROVAL �� Comm�tt Council Committ� Council COMMITTEE RECOMMENDATION: I move to forward Option 1 to the December 4, 2012 Council Consent agenda for approval. . ` Dini Duclos, Roger Freeman, Bob Celski, Chair Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move approval of the Goods and Services agreement with Data Pros, LLC. to develop, install and support the Tiburon to Spillman interface for a sum not to exceed $53,874.00. " (BELOR' TO BE COMPLETED BY CITY CLERKS OFFICE) �CIL ACTION: APPROVED COUNCIL BILL # ❑ DENIED 1ST resding ❑ TABLED/DEFERRED/NO ACfION Enactment reading ❑ MOVED TO SECOND READING (ordinances onlyJ ORDINANCE # REVISED — 08/12/2010 RESOLiJTION # �