HomeMy WebLinkAboutR-2003-060 Police Car Audio/Video Recording System PurchaseRESOLUTION NO. R-2003-60
A RESOLUTION authorizing the City Manager to purchase a police car audio/video
recording system from International Business Machines Corporation to be
used to enhance police officer safety and law enforcement operations for a
purchase price not to exceed $460,000 (plus sales tax and • expenses) as a
sole source purchase without calling for bids, and further directing the City
Manager to execute all appropriate and necessary documents to complete
the purchase and transaction.
WHEREAS, Article VI, Section 6 of the City of Yakima Charter and the Yakima
Municipal Code Chapter 1.80 generally require that purchase of equipment, materials, or
services in excess of $25,000 be done by competitive bid, subject to certain exceptions; and
WHEREAS, the law recognizes a "sole source purchase" exception from these
competitive bidding requirements when, due to the uniqueness of the product to be purchased
and the fact that there is only one source, it would be futile to utilize competitive bidding for
such product; and
WHEREAS, the Yakima Police Department requires the purchase of audio/video
recording equipment to be installed in police vehicles to enhance police officer safety and law
enforcement operations; and
WHEREAS, for operational reasons, the equipment must have certain key features,
including the following:
• The video system must be digital to enable pre -event recording and
enhanced file management that facilitates file transfer, file access, file
archiving, and security, and interfacing with other public safety systems.
• The video system must include pre -event recording that will video -
capture both the incident and the post -incident response.
• The video system must utilize industry -standard file formats, data
compression technology, and computer hardware.
• The video system must utilize the in -car mobile data computer to
provide ease of control and eliminate multiple points of failure.
• The video system must utilize removable disks for file transfer between
the patrol cars and the file management system in the police station to
provide rapid and secure file transfers.
WHEREAS, during most of 2002 personnel from the Yakima Police Department and the
City Information Systems Division conducted extensive research regarding available
audio/video recording systems and concluded that only one system available through
(Ik)res/sole source/audio-video recording system/police/pm
International Business Machines Corporation ("IBM") would satisfy said requirements and
criteria; and
WHEREAS, IBM is the only source for said system and is willing to sell the system to
the City and install it for $453,860.00 plus sales tax and a limited amount of expenses, and in
accordance with the attached "IBM Customer Agreement" and "In -Car Video Surveillance
Solution Services" document; and
WHEREAS, the City Council finds it would be futile to call for bids regarding the
described equipment since only the audio/video recording system available from IBM will
satisfy the stated requirements and criteria and IBM is the only source for said equipment; and
WHEREAS, the City Council finds that it is in the best interest of the City to authorize
purchase of the audio/video recording system from IBM as a sole source purchase without
calling for bids, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized and directed to purchase an audio/video
recording system as a sole source purchase without calling for bids from International Business
Machines Corporation to be used to enhance police officer safety and law enforcement
operations for a purchase price not to exceed $460,000 (plus sales tax and expenses). The City
Manager is further directed to execute all appropriate and necessary documents to complete
the purchase and transaction. The final form of said documents shall be reviewed and
approved by the City Attorney or his designee.
ADOPTED BY THE CITY COUNCIL this 15th day of April, 2003.
ATTEST:
City Clerk
(1k)res/sole source/audio-video recording system/police/pm
ace, Mayor
COBAN'S REPRESENTATIONS AND WARRANTY REGARDING
ALLEGED PATENT AND COPYRIGHT INFRINGEMENT
For purposes of Coban's Representations and Warranty Regarding Alleged Patent and Copyright Infringement, the
term "Coban Product" includes all hardware or software provided by Coban Research and Technologies, Inc.
("Coban") to IBM under the IBM Customer Agreement entered into by IBM and the City of Yakima, dated
, 2003 ("IBM Customer Agreement") The terms "you" and "your" as used herein are defined as the
City of Yakima.
If a third party claims that a Coban Product infringes that third party's patent or copyright, Coban will defend you
against that claim at its expense and pay all costs, damages, and attorneys fees that a court finally awards or that
are included in a settlement approved by Coban, provided that you:
1 promptly notify Coban at the address below in writing of the claim; and
2 allow Coban to control, and cooperate with Coban in, the defense and any related settlement negotiations.
Remedies
If such a claim is made or appears likely to be made, you agree to permit Coban to enable you to continue to use the
Coban Product, or to modify it, or replace it with one that is at least functionally equivalent. If Coban determines that
none of these alternatives is reasonably available, you agree to return the Coban Product to Coban on its written
request. Coban will then give you a credit equal to:
1 your net book value of any hardware Coban Product provided you have followed generally -accepted
accounting principles, and
2 for any software Coban Product, the amount paid by you or 12 months' charges (whichever is less).
This is Coban's entire obligation to you regarding any claim of infringement.
Claims for Which Coban is Not Responsible
Coban has no obligation regarding any claim based on any of the following:
1 anything you provide which is incorporated into a Coban Product or Coban's compliance with any designs,
specifications, or instructions provided by you or by a third party on your behalf;
2. your modification of a Coban Product, or a Coban Product's use in other than the operating environment in
which it was supplied by Coban under the IBM Customer Agreement;
3 the combination, operation, or use of a Coban Product with other products not provided by Coban as a
system, or the combination, operation or use of a Coban Product with any product, data, apparatus, or
business method that Coban did not provide, or the distribution, operation or use of a Coban Product for the
benefit of a third party outside the scope of the IBM Customer Agreement; or
4 infringement by a non -Coban Product or any other Coban Product licensed under an agreement other than
the IBM Customer Agreement.
Limited Liability
Coban's liability to you is limited to payments referred to herein. Coban is not liable to you for any other claim or
cause of action unless specifically agreed to by Coban in writing.
Limitation of Warranty
EXCEPT FOR THE EXPRESS WARRANTY CONTAINED HEREIN, ALL SERVICES, SYSTEMS AND PRODUCTS
PROVIDED BY COBAN OR ANY SUBCONTRACTOR UNDER THIS AGREEMENT OR ANY WORK ORDER ARE
PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY IN FACT OR IN LAW WHATSOEVER.
COBAN SPECIFICALLY DISCLAIMS ALL WARRANTIES REGARDING SUCH SERVICES, SYSTEMS AND
PRODUCTS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE AND ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT OR TRADEMARK
INFRINGEMENT ALTHOUGH COBAN WILL PASS THROUGH ALL AVAILABLE THIRD PARTY WARRANTIES,
PRODUCTS ACQUIRED FOR YOU PURSUANT TO THIS AGREEMENT BY COBAN, INCLUDING COMPUTER
HARDWARE AND SOFTWARE, AND PRODUCTS SUPPLIED THROUGH A SUBCONTRACTOR, WILL BE
HOU:2148136.1
PROVIDED BY COBAN ON AN "AS IS BASIS AND COBAN MAKES NO WARRANTIES AND EXPRESSLY
DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO SUCH PRODUCTS
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY COBAN SHALL NOT BE LIABLE FOR ANY
INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUSINESS
INTERRUPTION, LOST PROFITS, OR OTHER ECONOMIC DISADVANTAGE SUSTAINED OR INCURRED IN
CONNECTION WITH ANY ACT OR OMISSION RELATED TO PERFORMANCE UNDER THIS AGREEMENT
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT OR OTHERWISE (INCLUDING
NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) AND WHETHER OR NOT SUCH DAMAGES ARE
FORESEEN OR UNFORESEEN. IN THE EVENT THAT THIS PROVISION FAILS OF ITS ESSENTIAL PURPOSE,
COBAN'S LIABILITY FOR SUCH, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES SHALL NOT EXCEED THE TOTAL FEES PAID TO COBAN HEREUNDER.
COBAN RESEARCH AND TECHNOLOGIES, INC.
By.
Printed Name:
Title.
Coban Research and Technologies, Inc.
2323 S. Voss Road, Suite 300
Houston, Texas 77057
HOU:2148136.1
Date:
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International Business Machines Corporation
April 14, 2003
Rick Pettyjohn
Information Systems Manager
129 North Second Street
Yakima, WA 98901
Dear Rick,
IBM Global Services is pleased to present the enclosed proposal for a Digital In -Car Capture
solution. Our offering is backed by a team of skilled specialists who will deploy video and digital
technologies to accomplish your project objectives. We are well positioned to efficiently provide this
equipment and related services to support the deployment of in -car systems and the management of
the video captured. In addition to our technology capabilities and knowledge, we have years of
experience working with state and local law enforcement organizations.
IBM recognizes that enforcement agencies need a comprehensive solution to the problems of video
capture and management; the solution encompasses far more than procurement of in -car hardware.
In support of this, the IBM offering includes digital video capture, transfer, management, and storage.
We propose to provide Services to perform the IBM tasks described in the enclosed Statement of
Work, in accordance with the terms of the IBM Customer Agreement or IBM Agreement for
Services. The funding required for the proposed scope of Services is $453,860.
We appreciate your interest in IBM and look forward to working with you and your staff. Should
you have any questions, please contact me at 512.469.6519 or crowellg@us.ibm.com.
Sincerely,
Gary Crowell
Principal
IBM Global Services
4/14/2003 Digital In -car Video Capture and Management
AN IBM GLOBAL SERVICES PROPOSAL FOR
The City of Yakima
to provide:
In -Car Video Surveillance
Solution Services
submitted by
IBM
400 West 15"' Street, Suite 1200
Austin, TX 78701
April 23, 2003
The information in this proposal shall not be disclosed outside the City of Yakima organization and shall not
be duplicated, used or disclosed in whole or in part for any purpose other than to evaluate the proposal If a
contract is awarded to IBM as a result of or in connection with the submission of this proposal, the City of
Yakima shall have the right to duplicate, use or disclose the information to the extent provided by the
contract. This restriction does not limit the right of the City of Yakima to use information contained in the
proposal if it is obtained from another source without restriction
04/23/2003 Digital In -car Video Capture and Management Page 1
Statement of Work
This Statement of Work defines the scope of work to be accomplished by IBM under the terms and
conditions of the IBM Customer Agreement (Agreement) or equivalent. The tasks to be performed
by IBM are defined and an Estimated Schedule is provided. In addition, the responsibilities of the
City of Yakima are listed
The Statement of Work includes the following subsections:
• Scope of Services
• Key Assumptions
• IBM Responsibilities
• City of Yakima Responsibilities
• Estimated Schedule
• Deliverable Materials
• Completion Criteria
• Charges
Changes to this Statement of Work will be processed in accordance with the procedure described
in Appendix B, "Project Change Control Procedure" The investigation and the implementation of
changes may result in modifications to the Estimated Schedule, Charges, or other terms of this
Statement of Work.
The following are incorporated in and made part of this Statement of Work:
• Appendix A, "Deliverable Guidelines"
• Appendix B, "Project Change Control Procedure"
1.0 Scope of Services
The scope of this project is to provide procurement and implementation services for the deployment
of an in -car video surveillance solution. The solution employs a well -considered approach to video
data management and is based on our experience with departments of similar size with similar
requirements, and our knowledge of the complexities of effectively managing digital data. In any
video capture system, there are four issues to address, the chart below describes each:
04/23/2003 Digital In -car Video Capture and Management Page 2
Process
Video Capture
Technologies
f 1
'Analog- Record toTape I
!Digital- MPEG4 encoding to I
!Hard Drive
L 1
Media Transfer
Management
f Analog- Manual Tape (Analog- Manual Filing
!Analog- Removal offape I 1 Catalog I I
(Digital -Automated wireless 1 1 Digital -Automated, PC- Digital- Automated Archiving!
`transfer `based Retreival System Viand Expiration
Recommended Digital Solution
TBD Capture Device
TBD Loader
IBM Content Manager
IBM 3583 LTO Library/IBM
Content Manager
1.1 Key Assumptions
This Statement of Work and IBM's estimates to perform are based on the following key
assumptions Deviations that arise during the proposed project will be managed through the
procedure described in Appendix B, "Project Change Control Procedure"
1 This Statement of Work addresses only the City of Yakima location at the police
impound yard
2. Some IBM activities on this project may be performed on IBM premises
3. Some of the Services may be performed by an IBM subcontractor
4 IBM will provide Services under this Statement of Work during normal business hours,
8.00 a.m. to 5.00 p.m. (local time) Monday through Friday, except IBM holidays,
unless otherwise specified
5 An operational, IP -based network exists where the content management server and
upload workstation will be installed.
6 All non -IBM products must be approved by IBM's Product Safety Review Board prior to
IBM placing your order. If any product does not meet our product safety specifications,
IBM will work with you to identify an alternate product. Procurement of an alternate
product will occur only upon your 'approval. In the event that a satisfactory alternate
product cannot be identified, this SOW may be terminated by either party without
liability to the other party
7 Warranty of Coban equipment is provided by Coban Technologies. Their standard
warranty is for 1 year parts and labor, depot service. A warranty extension may be
purchased for up to two (2) additional years.
1.2 IBM Responsibilities
The specific Services to be provided under this Statement of Work are described in this section.
1.2.1 Project Management
04/23/2003 Digital In -car Video Capture and Management Page 3
Description: The objective of this task is to provide an individual ("IBM Project Manager') to provide
direction and control of IBM project personnel, and to establish a framework for project
communications, reporting, procedural and contractual activity The major sub tasks are:
1 Maintain project communications through the City of Yakima Project Manager.
2. Establish documentation and procedural standards for the development of this project.
3. Prepare a project plan at the onset of this project for performance of this Statement of
Work. The project plan will define tasks, schedule and responsible person(s) or
organization for each milestone
4 Conduct project status meetings
5 Prepare and submit weekly Status Reports.
6. Review and administer Project Change Control with the City of Yakima Project
Manager
Completion Criteria: This activity will be complete when the other activities described as IBM
Responsibilities have been completed, according to their completion criteria, or IBM has met the
criteria defined in the Completion Criteria section of this Statement of Work.
Deliverables: Status Report
1.2.2 Video Capture: Perform Site Survey
Description. IBM will perform a site survey of the City of Yakima location in Yakima, WA in order to
assess the suitability of the environment for the In -Car Surveillance solution
The major sub tasks are.
1 Schedule site visit with the City of Yakima location personnel
2. Conduct site survey
3. Meet with the City of Yakima project focal to review site survey
Completion Criteria: This task will be considered complete when a survey of the City of Yakima
location has been conducted and the results reviewed with the City of Yakima project focal
Deliverable: Site Survey Form
1.2.3 Video Capture: Procure In -Car Video Equipment
Description. IBM will procure thirty-two (32) complete Coban VMDT digital in -car video capture
units, as described in Appendix C, for installation in City of Yakima patrol cars. In addition, IBM will
procure 2 additional units for use as ori -site spares, and 32 additional removable hard drives, as
described in Appendix C
The major sub tasks are
1. Coordinate product ordering and shipping to the City of Yakima location specified on
the Purchase Order.
2. Ensure delivered equipment is inspected for damage or missing equipment.
3. Receive the City of Yakima Project Manager's delivery confirmation
4 Administer Change Authorizations with the City of Yakima Project Manager.
04/23/2003 Digital In -car Video Capture and Management Page 4
Completion Q•iteria: This task is complete when IBM and Yakima have verified delivery of the
products specified in above, or any subsequent Change Authorization.
Deliverable: None
1.2.4 Video Capture: Integrate In -Car Video Equipment
Description. IBM will install, configure, and test the in -car equipment in twenty-two (22) vehicles
City of Yakima will install the in -car equipment in the final 10 vehicles.
The major sub tasks are.
1 Schedule time through the City of Yakima Project Manager to install the in -car video
equipment in the designated vehicles.
2. Install the in -car video equipment specified in Appendix C in each City of Yakima
designated vehicle.
3. Configure the in -car video equipment for standard video capture operation, as well as
install City of Yakima's existing mobile data terminal software and existing wireless
communication hardware
4. Test proper function of the in -car equipment using test data for up to 10 minutes of
video capture.
5 Provide skills transfer training for City of Yakima personnel for on-going training.
Completion Criteria: This task is complete when IBM has verified proper function of the in -car video
capture equipment for twenty-two (22) vehicles and the City of Yakima has executed the In -car
Installation Acceptance Form.
Deliverable: In -car Installation Acceptance Form
1.2.5 Video Capture: Define and Document In -Car Video Capture
Procedure
Description. IBM will define and document the procedure for operation of the in -car video capture
element of the total solution. This procedure will be used by personnel in the vehicle
The major sub tasks are*
1 Define the procedure for in -car video capture based upon standard operating procedures
in effect within the City of Yakima organization.
2. Document the procedure using a format specified by the City of Yakima. If no format is
specified, a standard procedure format will be used.
3 Test the procedure with up to two (2) the City of Yakima personnel Revise as
necessary
Completion Criteria: This task is complete when IBM has defined, documented, and verified the
procedure for operation of the in -car video capture element, and delivered the In -Car Video Operating
Procedure (Capture) to the City of Yakima Project Manager
04/23/2003 Digital In -car Video Capture and Management Page 5
Deliverable: In -Car Video Operating Procedure (Capture)
1.2.6 Transfer: Define and Document In -Car Video Transfer Procedure
Description: IBM will define and document the procedure for operation of the in -car transfer element
of the total solution. This procedure will be used by personnel to transfer captured video from the
vehicle to the central content management system.
The major sub tasks are.
1 Define the procedure for in -car video transfer based upon standard operating procedures
in effect within the City of Yakima organization.
2. Document the procedure using a format specified by the City of Yakima. If no format is
specified, a standard procedure format will be used.
3 Test the procedure with up to two (2) City of Yakima personnel Revise as necessary
Completion Criteria This task is complete when IBM has defined, documented, and verified the
procedure for operation of the in -car video transfer element, and delivered the In -Car Video Operating
Procedure (Transfer) to the City of Yakima Project Manager
Deliverable: In -Car Video Operating Procedure (Transfer)
1.2.7 Transfer: Provide Training for In -Car Video Capture and Transfer
Description. IBM will provide three (3) concurrent training days for City of Yakima personnel This
training will be provided in either a simulated vehicle or in actual vehicles
The major sub tasks are
1 Develop training material for the in -car capture and transfer portions of the total solution.
2. Conduct three days of concurrent training sessions.
Completion Criteria: This task is complete when IBM has conducted three (3) concurrent days of
training sessions, and delivered the In -Car Video Capture and Transfer Training Materials to the City
of Yakima Project Manager.
Deliverable: In -Car Video Capture and Transfer Training Materials
1.2.8 Management: Procure Management Equipment
Description. IBM will procure the management equipment identified in Appendix C This will
include the content management server, loader, transfer workstation, VHS Video Converter, and
required Software.
The major sub tasks are.
1 Coordinate product ordering and shipping of equipment listed in Appendix C to the City
of Yakima location specified on the Purchase Order
2. Receive the City of Yakima Project Manager's delivery confirmation
3 Administer Change Authorizations with the City of Yakima Project Manager
04/23/2003 Digital In -car Video Capture and Management Page 6
Completion Criteria: This task is complete when IBM and the City of Yakima have verified delivery
of the products specified in Appendix C, or any subsequent Change Authorization.
Deliverable: None
1.2.9 Management: Deploy Content Management Server
Description. IBM will install, configure, and test a single (1) content management server running
Coban Digital Video Management System.
The major sub tasks are:
1 Define the test procedures and basic functions to be tested with the City of Yakima
Project Manager
2. Install the content management server and integrate into the existing IP -network.
3 Configure the content management server
4 Define up to 50 users to the content management server
5. Verify proper operation of the content management server by demonstrating the input,
cataloging/indexing, query, and management functions
Completion Criteria: This task is complete when IBM has installed, configured, enrolled up to 50
users, and verified proper operation of the content management server and has demonstrated basic
functions, delivered the Content Management Server Test Procedures and Basic Functions to the
City of Yakima Project Manager, and the City of Yakima Project Manager has executed the same
Deliverable: Content Management Server Test Procedures and Basic Functions
1.2.10 Management: Deploy Transfer Workstation
Description: IBM will install, configure, and test three (3) transfer workstations
The major sub tasks are:
1 Provide four (4) upload cradles. Transfer station software is provided as part of DVMS
licensing and may be installed on as many stations as desired
2. Install the transfer workstations and loader and integrate into the existing IP -network.
3 Configure the transfer workstation.
4 Verify proper operation of the transfer workstation by demonstrating the transfer of up to
10GB of video data.
5 Provide skills transfer to City of Yakima personnel to allow for future Transfer Station
configuration.
Assumptions:
1 Workstations provided by City of Yakima for use as Transfer Workstations will have
operational Firewire ports, and running Windows 2000, SP3 or greater
2. Workstations must have at least 2 gig of free disk space and 512 MB RAM
04/23/2003 Digital In -car Video Capture and Management Page 7
Completion Criteria: This task is complete when IBM has installed, configured, and verified proper
operation of the transfer workstation and has demonstrated transfer of 10GB of video data.
Deliverable: None
1.2.11 Management: Provide Training for Content Management
Administration
Description. IBM will conduct two (2) 8 -hour training sessions for up to ten (10) content
management administrators. This training will be provided in either a simulated environment or in the
pre -production solution environment.
The major sub tasks are:
1 Develop training material for content management administration portions of the total
solution.
2. Conduct up to two (2), 8 -hour sessions
Completion Criteria: This task is complete when IBM has conducted up to two (2), 8-hourtraining
sessions, and delivered the Content Management Administration Training Materials to the City of
Yakima Project Manager
Deliverable: Content Management Administration Training Materials
1.2.12 Storage: Procure Storage Hardware/Software
Description* IBM will procure the storage hardware/software identified in Appendix C This will
include the LTO tape library and TSM server configuration.
The major sub tasks are
1 Coordinate product ordering and shipping of products listed in Appendix C to the City of
Yakima location specified on the Purchase Order
2. Receive the City of Yakima Project Manager's delivery confirmation
Completion Criteria: This task is complete when IBM and the City of Yakima have verified delivery
of the products specified in Appendix C, or any subsequent Change Authorization.
Deliverable: None
1.2.13 Storage: Implement Tivoli Storage Manager
Description. IBM will install and configure the Tivoli Storage Manager (TSM) Server code on a
single server, at the City of Yakima location.
The following subtasks will be performed
1 Install the TSM server product on the designated server machine.
2. Establish the Administrative Client on the TSM server
3. Define the TSM server options.
04/23/2003 Digital In -car Video Capture and Management Page 8
4 Allocate TSM storage pools, logs and databases for the server
5. Define and initialize tape drives and libraries to the TSM server
6 Review and adjust TSM storage management policies including the number of files to
retain and the period to retain them.
7. Review and adjust procedures and requirements for backing up and restoring the TSM
database.
8 Provide informal skills transfer during the installation and customization.
Completion Criteria: This task is complete when IBM has installed and configured the TSM server
code on a single server.
Deliverable: None
1.2.14 Storage: Deploy LTO Tape Library
Description. IBM will install and configure the 358X LTO tape library and validate interoperability
with the Tivoli Storage Manager (TSM) Server.
The following subtasks will be performed.
1 Configuring the LTO library and up to three (3) drives
2. Check in up to twenty-five (25) tapes for initial backup testing.
3 Configure the LTO library to communicate with the TSM Server
4 Verify that the TSM Server can access the assigned LTO tape drives
5 Demonstrate LTO functionality by backing up and restoring up to 50MB of client test
data.
Completion Criteria: This task is complete when IBM has installed and configured the LTO tape
library, configured it to successfully communicate with the TSM Server, and has demonstrated
backup and restore of up to 50MB of client test data.
Deliverable: None
1.2.15 Final Project Review
Description: IBM will review all project deliverables and present a Final Project Acceptance
document to the City of Yakima for signature
The following subtasks will be performed:
1 Review project.
2. Review project deliverables.
3. Obtain signature from City of Yakima Project Manager
Completion Criteria: This task is complete when IBM has obtained the City of Yakima Project
Manager's signature on the Final Acceptance Document.
Deliverable: Final Acceptance Document
04/23/2003 Digital In -car Video Capture and Management Page 9
1.3 City of Yakima Responsibilities
The responsibilities listed in this section are in addition to those responsibilities specified in the
Agreement and are to be provided by the City of Yakima at no charge to IBM.
1.3.1 City of Yakima Project Manager
Prior to the start of this Statement of Work under the Agreement, the City of Yakima will designate
a person, called the City of Yakima Project Manager, to whom IBM communications will be
addressed and who has the authority to act for the City of Yakima in all aspects of the contract.
The City of Yakima Project Manager's responsibilities include.
1 Serve as the interface between IBM and all the City of Yakima departments,
organizations and sites participating in this project.
2. With the IBM Project Manager, develop the project plan prior to implementation.
3 With the IBM Project Manager, administer Project Change Control
4 Attend project status meetings.
5. Obtain and provide information, data, decisions and approvals, within five (5) working
days of IBM's request, unless both IBM and the City of Yakima agree to an extended
response time
6 Help resolve project issues and escalate issues within the City of Yakima organization,
as necessary
1.3.2 Other City of Yakima Responsibilities
1. Provide hardcopy Purchase Orders for the procurement of all equipment specified in
this Statement of Work.
2. Provide access to all station houses and vehicles where the in -car surveillance solution
will be deployed.
3. Provide IP schema to the IBM deployment team.
4 Make all network changes required for deployment of the in -car solution.
5 Provide adequate floorspace, power, HVAC and required environmentals for the
production environment.
6. Commit officers and support staff for training sessions
1.3.3 Office Space and Other Facilities
1 Provide suitable office space, office supplies, furniture, telephone and other facilities
equivalent to those provided to the City of Yakima employees for the IBM project team
while working on the City of Yakima premises
2. Provide clerical and reproduction services for project staff while working on the City of
Yakima premises
3 Provide machine time, related services, and supplies for project planning, tracking,
documentation, and reporting activities.
4 Provide security clearance and building access for IBM project personnel Most of the
work involved in this project will be performed during normal working hours (8.00am to
04/23/2003 Digital In -car Video Capture and Management Page 10
5.00pm) However, on some occasions, the City of Yakima may need to provide
access to facilities outside of these hours.
1.3.4 Other Terms and Conditions
1 The City of Yakima is solely responsible for the actual content of any data file,
selection and implementation of controls on its access and use, and security of the
stored data.
2. You agree to allow IBM and its entities to store and use your contact information,
including names, phone numbers, and e-mail addresses, anywhere they do business.
Such information will be processed and used in connection with our business
relationship, and may be provided to contractors, Business Partners, and assignees of
IBM and its entities for uses consistent with their collective business activities,
including communicating with you (for example, for processing orders, for promotions,
and for market research)
3 You will identify and make the interpretation of any applicable Federal, state and local
laws, regulations and statutes and ensure that deliverables of the project meet those
requirements.
4 You ae responsible for promptly obtaining and providing to us all Required Consents
necessary for us to provide the Services described in this Statement of Work. A
Required Consent means any consents or approvals required to give us or our
subcontractors the right or license to access, use and/or modify (including creating
derivative works) the hardware, software, firmware and other products, to enable us and
our subcontractors to perform the Services set forth in this Statement of Work without
infringing the ownership or license rights (including patent and copyright) of the
providers or owners of such products.
You will indemnify, defend and hold us, our affiliates, and subcontractors, harmless
from and against any and all claims, losses, liabilities and damages (including
reasonable attorneys' fees and costs) arising from or in connection with any claims
(including patent and copyright infringement) made against us, alleged to have occurred
as a result of your failure to provide any Required Consents.
We will be relieved of the performance of any obligations that may be affected by your
failure to promptly provide any Required Consents to us
5 Warranty terms are as .in the IBM Customer Agreement. IBM provides non -IBM
products WITHOUT WARRANTIES OF ANY KIND However, non -IBM manufacturers,
suppliers or publishers may provide their own warranties to the City of Yakima.
6 Limitation of Liability
Circumstances may arise where, because of a default on IBM's part or other liability,
you are entitled to recover damages from IBM In each such instance, regardless of
the basis on which you are entitled to claim damages from IBM (including fundamental
breach, negligence, misrepresentation, or other contract or tort claim), IBM is liable for
no more than:
1 damages for bodily injury (including death) and damage to real property and
tangible personal property; and
2. the amount of any other actual direct damages up to the greater of $100,000
or the charges (if recurring, 12 months' charges apply) for the Product or Service
that is the subject of the claim. For purposes of this item, the term "Product"
includes Materials, Machine Code, and LIC
04/23/2003 Digital In -car Video Capture and Management Page 11
This limit also applies to any of IBM's subcontractors and Program developers. It is the
maximum for which IBM and its subcontractors and Program developers are collectively
responsible.
Items for Which IBM is Not Liable
Under no circumstances is IBM, its subcontractors, or Program developers liable for
any of the following even if informed of their possibility
1 loss of, or damage to, data;
2. special, incidental, or indirect damages or for any economic consequential
damages, or
3 lost profits, business, revenue, goodwill, or anticipated savings.
1.4 Estimated Schedule
Estimated Start Date = April 28, 2003
Estimated End Date = June 9, 2003
Reasonable effort shall be made to keep the schedule dates intact.
IBM shall not be responsible for delays or additional requirements imposed by any
government agencies, labor disputes, fire, unavoidable casualties, or unforeseen conditions
1.5 Deliverable Materials
The following Type II materials will be delivered to the City of Yakima under this Statement of Work.
See Appendix A, "Deliverables Guidelines", for a description of each deliverable.
o Status Report
o Site Survey Form,
o In -car Installation •Acceptance Form
o In -Car Video Operating Procedure (Capture)
o In -Car Video Operating Procedure (Transfer)
o In -Car Video Capture and Transfer Training Materials
o Content Management Server Test Procedures and Basic Functions
o Content Management Administration Training Materials
o Final Acceptance Document
1.6 Completion Criteria
IBM shall have fulfilled its obligations under this Statement of Work when any of the following first
occurs•
• IBM accomplishes the IBM tasks described under "IBM Responsibilities"
• the City of Yakima notifies IBM, in writing, that further Services are not required.
• Either of us terminates this Statement of Work under the terms of the Agreement.
04/23/2003 Digital In -car Video Capture and Management Page 12
1.7 Charges
Based on the above tasks and assumptions, IBM will provide the above Services for a fixed price of
$453,860, which will be invoiced upon completion of implementation.
The above funding amount is distributed as follows:
Hardware and Software
Services
$356,763
$ 97,097
Applicable federal, state and local taxes are not included in the estimated charges.
Travel and living expenses are included in the above. Shipping charges, that are incurred by IBM
during the performance of this Statement of Work, will be invoiced to the City of Yakima.
Invoices are payable upon completion.
04/23/2003 Digital In -car Video Capture and Management Page 13
We agree to provide the Services described in this SOW provided you accept this SOW, without
modification, by signing in the space below on or before May 10, 2003
Each of us agrees that the complete agreement between us about these Services consists of 1)
this Statement of Work and 2) the IBM Customer Agreement or IBM Customer Agreement - Project
Support Services, as applicable (or any equivalent agreement signed by both of us)
Agreed to.
The ' of Yakima
By
.5/743
Authorized Signature Date
Authorized Name
(Pdnt) 1' , Z./4 1
Customer Name:
The City of Yakima
Customer Number* 9930800
Agreed t
uthodzed Name
orized Signature Date
Gary Crowell- Principal
IBM Customer Agreement Number. HQ12291
Statement of Work number. 1
IBM Office Number.
Customer Address 129 North Second Street IBM Office Address
Yakima, WA 98901 IBM Corporation
400 West 15th Street, Suite 1200
CITY CONTRACT NO:
RESOLUTION NO:
Form V070402
Raoo -moo
Austin, TX 78701
04/23/2003 Digital In -car Video Capture and Management Page 14
Appendix A. Deliverable Guidelines
Status Report
Purpose: IBM will provide a Status Report during the project to describe the activities which took
place during that weekly period Significant accomplishments, milestones, and problems will be
described
Delivery: One hard copy will be delivered to the City of Yakima Project Manager within 5 working
days following the weekly reporting period
Content: The report will consist of the following, as appropriate
• Activities performed during the reporting period
• Activities planned for the next reporting period
• Project change control activity
• Problems, concerns, and recommendations
Site Survey Form
Purpose: Develop with the City of Yakima Project Manager a standard form to be used when
conducting the site survey
Delivery: One hard copy will be delivered to the City of Yakima Project Manager.
Content: The report will consist of the following, as appropriate.
• Purpose of collecting the data
• List of questions and checklists to be answered as appropriate to prepare for the
installation of the In -car Video Equipment.
In -car Installation Acceptance Form
Purpose: Formally documents the installation of the in -car units and confirm the City of Yakima's
acceptance of such.
Delivery: One hard copy will be delivered to the City of Yakima Project Manager
Content: The report will consist of the following, as appropriate:
• Summary of Coban/patrol car pairs and serial numbers of installed units.
In -Car Video Operating Procedure (Capture)
Purpose: IBM will provide a written procedure for use of the in -car video capture equipment.
Delivery: One hard copy will be delivered to the City of Yakima Project Manager.
Content: The report will consist of the following, as appropriate:
04/23/2003 Digital In -car Video Capture and Management Page 15
• Description of the overall solution.
• Description of the in -car video capture procedure.
• Step-by-step procedure for capturing video.
In -Car Video Operating Procedure (Transfer)
Purpose: IBM will provide a written procedure for transferring video data from the in -car device to
the transfer workstation loader
Delivery: One hard copy will be delivered to the City of Yakima Project Manager
Content: The report will consist of the following, as appropriate.
• Description of the overall solution.
• Description of the in -car video transfer procedure.
• Step-by-step procedure for transferring video.
In -Car Video Capture and Transfer Training Materials
Purpose: IBM will provide a set of materials used for training the users with the operation and use
of the In -Car Video Capture and Transfer procedures.
Delivery: One hard copy will be delivered to the City of Yakima Project Manager
Content: The materials will consist of the following, as appropriate.
• Description of the overall solution.
• Training materials on the in -car video capture procedure.
• Training materials on the in -car video transfer procedure.
• Step-by-step procedure for capturing video
• Step-by-step procedure for transferring video
• Hands-on exercises, where appropriate
Content Management Server Test Procedures and Basic
Functions
Purpose: IBM will provide the test procedures for verifying the proper installation of the Content
Management Server, as well as provide a formal process for acceptance of same by the City of
Yakima.
Delivery: One hard copy will be delivered to the City of Yakima Project Manager
Content: The report will consist of the following, as appropriate.
• List of procedures which will be used to verify a correct installation..
• Define the Basic functions which will be tested during the installation.
04/23/2003 Digital In -car Video Capture and Management Page 16
Content Management Administration Training Materials
Purpose: IBM will provide a set of materials used for training the users with the operation and
administration of the Content Management Server
Delivery: One hard copy will be delivered to the City of Yakima Project Manager
Content: The materials will consist of the following, as appropriate:
• Description of the overall solution.
• Training materials on the operation of the Content Management Server
• Training materials on the administration of the Content Management Server
• Hands-on exercises, where appropriate
Final Acceptance Document
Purpose: IBM will provide a document to obtain the City Of Yakima final acceptance of the
project.
Delivery: One hard copy will be delivered to the City of Yakima Project Manager
Content: The materials will consist of the following, as appropriate.
• Checklist of all project deliverables
• Signature block for signature of City of Yakima Project Manager
04/23/2003 Digital In -car Video Capture and Management Page 17
Appendix B. Project Change Control Procedure
When both of us agree to a change in this Statement of Work, a written description of the agreed
change (called a "Change Authorization") will be prepared, which both parties must sign. The
Change Authorization will describe the change, the rationale for the change, and specify any
change in the charges, estimated schedule, or other terms. Depending on the extent and
complexity of the requested changes, IBM may charge for the effort required to analyze it. When
charges are necessary in order to analyze a change, IBM will provide a written estimate and begin
the analysis on written authorization. The terms of a mutually agreed upon Change Authorization
will prevail over those of this Statement of Work or any previous Change Authorization.
04/23/2003 Digital In -car Video Capture and Management Page 18
Appendix C. Equipment List
Quantity
Manufacturer
Mnf Part #
Price
Description
34
Coban
Technologies
VMDT-100020
$224,200
Video Mobile Data Terminal
• One CPU Module, 1.0G Hz, 512 MB RAM, 20 GBHD
• One 10.4" TFT Touch Screen Monitor Module
• One 20G Mobile HDD with 1394 Interface
• One Sony Digital Camera
• One Wireless Microphone Receivers
• One Wireless Microphone
• One Microphone Holder
• One Wireless Microphone Charger
• One Wireless Microphone Car Charger Cable
• One Wireless Microphone Wall Charger Cable
• One Back Light Spill Proof Keyboard
• Microsoft Windows 2000
• VMDT System and Application Software License
32
Coban
Technologies
RH-2120G
$11,680
20 Gig Removable Harddrive
32
Coban
Technologies
SMC
$16,000
VMDT In -Car Mounting Hardware
• One Base Plate
• One CPU Bracket
• One 2" Pillar
• One 3" Z Support
• One Rotating Plate
• One Keyboard Plate
• One Monitor Support & Bracket
• One Camera Visor Mount
• One Cable Guard Cove
32
Coban
Technologies
DVMS-LIC
$19,520
DVMS Client/Server Software License Fee and 1s` Year
Maintenance Fee / VMDT unit
4
Coban
Technologies
RHS -21
$500
HDD Up -Load Stand
3
Coban
Technologies
ZB-220K
$1,125
Bar Code Reader
70
Coban
Technologies
GWD-900WM
$16,800
Wireless Microphone Transmitter Kit
o Wireless Mike
o Lithium ion battery
o Leather pouch
o AC/DC Charger
1
Coban
Technologies
VHS -Adapt
$75
Digital to VHS format adaptor
1
IBM
867031X
$7,394
IBM xSeries 345
• x345, Intel Xeon 2.4GHz/400MHz, 512KB, 512MB,
Open Bay, Ultra320, Rack
• 512MB PC2100 CL2.5 ECC DDR SDRAM RDIMM
• IBM 36.4GB 10K -rpm Ultra320 SCSI Hot -Swap SL
HDD
• IBM ServeRAID-5i SCSI Controller
• IBM Total Storage FAStT FC2-133 Host Bus Adapter
• IBM 350W H/Swap Redundant Power Supply
Upgrade Kit
• EPac 3 yr onsite 24x7x4 (xSeries345)
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Digital In -car Video Capture and Management Page 19
04/23/2003 Digital In -car Video Capture and Management Page 20
• Server Hardware Integration
1
IBM
5194-25T
$17,781
Totalstorage Network Attached Storage (NAS 100)
440GB raw on 73.4GB disks
1
IBM
3583-L36
$31,971
IBM Ultrium Tape Library with 36 slots
3 LVD tape drives, online storage for up to 3.6TB
uncompressed data
2
IBM
3589-002
$4,400
IBM Ultrium Tape Cartridges
20 pack, labeled, 100 GB uncompressed capacity per tape
1
IBM
830543U
$882
Netvista M24 Desktop
• Intel Pentium 4, 2.4ghz Processor w/512 K Cache -
533Mhz FSB
• 256MB PC2100 266Mhz DDR -SDRAM (2GB Max)
• 40GB EIDE SMART Hard Drive w/ Rapid Restore PC
Data Recovery
• 16X DVD Drive, Floppy Drive
• ATI Radeon 7000 - 64MB AGP4X Video
• Integrated Intel 10/100 Ethernet Controller
• SoundMax Audio w/ Internal Business Speaker
• IBM PS/2 Mouse & Full Size 104 Keyboard
• 4USB(2 Front Access), Parallel, Serial, 2 -PS/2,
Speaker/Mic, Video Ports
• Tooless Chasis Design with Front Entry
• IEEE 1394 FIREWIRE PCI - AIX Controller
• Windows XP Professional OS
• 3YR On -Site Next Business Day Parts& Labor
Warranty w/ Tier 2 Technical Support
1
IBM
867031X
$500
17" Flat Panel Monitor
1
IBM
TSM
$735
Tivoli Storage Manager
1
Microsoft
228-00683
$2,000
Microsoft SQL Server with 5 CAL
1
Microsoft
C11-00016
$1,200
Windows 2000 Server with 5 CAL
04/23/2003 Digital In -car Video Capture and Management Page 20
IBM Customer Agreement
This IBM Customer Agreement (called the "Agreement") governs transactions by which you purchase Machines, license ICA
Programs, obtain Program licenses, and acquire Services from International Business Machines Corporation ("IBM")
This Agreement and its applicable Attachments and Transaction Documents are the complete agreement regarding these
transactions, and replace any prior oral or written communications between us.
By signing below for our respective Enterprises, both of us agree to the terms of this Agreement. Once signed, 1) any repro-
duction of this Agreement, an Attachment, or Transaction Document made by reliable means (for example, photocopy or fac-
simile) is considered an original and 2) all Products and Services ordered under this Agreement are subject to it.
Agreed to
City of Yakima
BY�
Auth ed signature
Name (type or print)*}Z R. A, 2, pr t 5,
Date. 5/` ® 3
Enterprise number:
Enterprise addressss:�j�
CITY CONTRACT NO: �1. i i2r—�//_
RESOLUTION NO: � � 2,42 od
Agreed to.
Internatio
es Corporation
By
At horized
Name (type or rint)
Date. 5/r,,,,G{
Agreement number:
IBM address.
&4,7 eve
gvt
After signing, please return a copy of this Agreement to the "IBM address" shown above.
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iZ")
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IBM Customer Agreement
Table of Contents
Part - General 3
1.1 Definitions 3
1.2 Agreement Structure 3
1.3 Delivery 4
1.4 Charges and Payment 4
1.5 Changes to the Agreement Terms 4
1.6 IBM Business Partners 4
1.7 Patents and Copyrights 5
1.8 Limitation of Liability 5
1.9 General Principles of Our Relationship 5
1.10 Agreement Termination 6
1.11 Geographic Scope and Governing Law 6
Part 2 - Warranties 6
2.1 The IBM Warranties 6
2.2 Extent of Warranty 7
Part 3 - Machines 7
3.1 Production Status 7
3.2 Title and Risk of Loss 7
3.3 Installation 7
3.4 Machine Code and LIC 8
Part 4 - ICA Programs 8
4.1 License 8
4.2 Program Components Not Used on the Designated Machine 8
4.3 Distributed System License Option 8
4.4 Program Testing 9
4.5 Program Services 9
4.6 License Termination 9
Part 5 - Services 9
5.1 Personnel 9
5.2 Materials Ownership and License 9
5.3 Service for Machines (during and after warranty) 9
5.4 Maintenance Coverage 10
5.5 Automatic Service Renewal 10
5.6 Termination and Withdrawal of a Service 10
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IBM Customer Agreement
Part - General
11 Definitions
Customer -set-up Machine is an IBM Machine that you install according to IBM's instructions
Date of Installation is the following
1 for an IBM Machine that IBM is responsible for installing, the business day after the day IBM installs it or, if you de-
fer installation, makes it available to you for subsequent ins tallation by IBM,
2 for a Customer -set-up Machine and a non -IBM Machine, the second business day after the Machine's standard
transit allowance period; and
3 for a Program --
a. basic license, the later of the following:
(i) the day after its testing period ends; or
(ii) the second business day after the Program's standard transit allowance period,
b copy, the date (specified in a Transaction Document) on which IBM authorizes you to make a copy of the Pro-
gram, and
C chargeable component, the date you distribute a copy of the chargeable component in support of your author-
ized use of the Program.
Designated Machine is either 1) the machine on which you will use an ICA Program for processing and which IBM re-
quires you to identify to it by type/model and serial number, or 2) any machine on which you use the ICA Program if
IBM does not require you to provide this identification.
Enterprise is any legal entity (such as a corporation) and the subsidiaries it owns by more than 50 percent. The term
"Enterprise" applies only to the portion of the Enterprise located in the United States
ICA Program is an IBM Program licensed under Part 4 of this Agreement.
Licensed Internal Code (called "LIC") is Machine Code used by certain Machines IBM specifies (called "Specific Ma-
chines")
Machine is a machine, its features, conversions, upgrades, elements, or accessories, or any combination of them. The
term "Machine" includes an IBM Machine and any non -IBM Machine (including other equipment) that IBM may provide
to you.
Machine Code is microcode, basic input/output system code (called "BIOS"), utility programs, device drivers, and di-
agnostics delivered with an IBM Machine.
Materials are literary works or other works of authorship (such as programs, program listings, programming tools,
documentation, reports, drawings and similar works) that IBM may deliver to you as part of a Service. The term "Mate-
rials" does not include Programs, Machine Code, or LIC
Non -IBM Program is a Program licensed under a separate third party license agreement.
Other IBM Program is an IBM Program licensed under a separate IBM license agreement, e g., IBM International
Program License Agreement.
Product is a Machine or a Program.
Program is the following, including the original and all whole or partial copies
1 machine-readable instructions and data,
2. components,
3 audio-visual content (such as images, text, recordings, or pictures), and
4 related licensed materials.
The term "Program" includes any ICA Program, Other IBM Program, or Non -IBM Program that IBM may provide to you
The term does not include Machine Code, LIC, or Materials.
Service is performance of a task, provision of advice and counsel, assistance, support, or access to a resource (such
as access to an information database) IBM makes available to you
Specifications is a document that provides information specific to a Product. IBM provides an IBM Machine's Specifi-
cations in a document entitled "Official Published Specifications" and an ICA Program's Specifications in a document
entitled "Licensed Program Specifications."
Specified Operating Environment is the Machines and programs with which an ICA Program is designed to operate,
as described in the ICA Program's Specifications.
1.2 Agreement Structure
IBM provides additional terms for Products and Services in documents called "Attachments" and "Transaction Docu-
ments" which are also part of this Agreement. All transactions have one or more associated Transaction Documents
(such as an invoice, supplement, schedule, exhibit, statement of work, change authorization, or addendum)
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If there is a conflict among the terms in the various documents, those of an Attachment prevail over those of this
Agreement. The terms of a Transaction Document prevail over those of both of these documents.
You accept the terms in Attachments and Transaction Documents by 1) signing them, 2) using the Product or Service,
or allowing others to do so, or 3) making any payment for the Product or Service.
A Product or Service becomes subject to this Agreement when IBM accepts your order by 1) sending you a Transac-
tion Document, 2) shipping the Machine or making the Program available to you, or 3) providing the Service
1.3 Delivery
IBM will try to meet your delivery requirements for Products and Services you order, and will inform you of their status.
Transportation charges, if applicable, will be specified in a Transaction Document.
1.4 Charges and Payment
The amount payable for a Product or Service will be based on one or more of the following types of charges. one-time,
recurring, time and materials, or fixed price. Additional charges may apply (such as special handling or travel related
expenses) IBM will inform you in advance whenever additional charges apply
Recurring charges for a Product begin on its Date of Installation. Charges for Services are billed as IBM specifies
which may be in advance, periodically during the performance of the Service, or after the Service is completed
Services for which you prepay must be used within the applicable contract period. Unless IBM specifies otherwise,
IBM does not give credits or refunds for unused prepaid Services.
Charges
One-time and recurring charges may be based on measurements of actual or authorized use (for example, number of
users or processor size for Programs, meter readings for maintenance Services or connect time for network Services).
You agree to provide actual usage data if IBM specifies. If you make changes to your environment that impact use
charges (for example, change processor size or configuration for Programs), you agree to promptly notify IBM and pay
any applicable charges. Recurring charges will be adjusted accordingly Unless IBM agrees otherwise, IBM does not
give credits or refunds for charges already due or paid. In the event that IBM changes the basis of measurement, its
terms for changing charges will apply
You receive the benefit of a decrease in charges for amounts which become due on or after the effective date of the
decrease
IBM may increase recurring charges for Products and Services, as well as labor rates and minimums for Services pro-
vided under this Agreement, by giving you three months' written notice An increase applies on the first day of the in-
voice or charging period on or after the effective date IBM specifies in the notice.
IBM may increase one-time charges without notice However, an increase to one-time charges does not apply to you if
1) IBM receives your order before the announcement date of the increase and 2) one of the following occurs within
three months after IBM's receipt of your order
1 IBM ships you the Machine or makes the Program available to you;
2 you make an authorized copy of a Program or distribute a chargeable component of a Program to another Ma-
chine, or
3 a Program's increased use charge becomes due
Payment
Amounts are due upon receipt of invoice and payable as IBM specifies in a Transaction Document. You agree to pay
accordingly, including any late payment fee.
If any authority imposes a duty, tax, levy, or fee, excluding those based on IBM's net income, upon any transaction un-
der this Agreement, then you agree to pay that amount as specified in an invoice or supply exemption documentation.
You are responsible for any personal property taxes for each Product from the date IBM ships it to you.
1.5 Changes to the Agreement Terms
In order to maintain flexibility in our business relationship, IBM may change the terms of this Agreement by giving you
three months' written notice. However, these changes are not retroactive. They apply, as of the effective date IBM
specifies in the notice, only to new orders, renewals, and on-going transactions that do not expire. For on-going trans-
actions with a defined renewable contract period, you may request that IBM defer the change effective date until the
end of the current contract period if 1) the change affects your current contract period and 2) you consider the change
unfavorable Changes to charges will be implemented as described in the Charges and Payment section above
Otherwise, for a change to be valid, both of us must sign it. Additional or different terms in any written communication
from you (such as an order) are void.
1.6 IBM Business Partners
IBM has signed agreements with certain organizations (called "IBM Business Partners") to promote, market, and sup-
port certain Products and Services. When you order IBM Products or Services (marketed to you by IBM Business
Partners) under this Agreement, IBM confirms that it is responsible for providing the Products or Services to you under
the warranties and other terms of this Agreement. 'IBM is not responsible for 1) the actions of IBM Business Partners,
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2) any additional obligations they have to you, or 3) any products or services that they supply to you under their agree-
ments
1.7 Patents and Copyrights
For purposes of this section, the term "Product" includes Materials, Machine Code and LIC
If a third party claims that a Product IBM provides to you infringes that party's patent or copyright, IBM will defend you
against that claim at its expense and pay all costs, damages, and attorney's fees that a court finally awards or that are
included in a settlement approved by IBM, provided that you -
1 promptly notify IBM in writing of the claim, and
2 allow IBM to control, and cooperate with IBM in, the defense and any related settlement negotiations.
Remedies
If such a daim is made or appears likely to be made, you agree to permit IBM to enable you to continue to use the
Product, or to modify it, or replace it with one that is at least functionally equivalent. If IBM determines that none of
these alternatives is reasonably available, you agree to return the Product to IBM on its written request. IBM will then
give you a credit equal to.
1 for a Machine, your net book value provided you have followed generally -accepted accounting principles,
2 for an ICA Program, the amount paid by you or 12 months' charges (whichever is less), and
3 for Materials, the amount you paid IBM for the creation of the Materials.
This is IBM's entire obligation to you regarding 'any claim of infringement.
Claims for Which IBM is Not Responsible
IBM has no obligation regarding any claim based on any of the following;
1 anything you provide which is incorporated into a Product or IBM's compliance with any designs, specifications, or
instructions provided by you or by a third party on your behalf;
2 your modification of a Product, or an ICA Program's use in other than its Specified Operating Environment;
3 the combination, operation, or use of a Product with other products not provided by IBM as a system, or the corn-
bination, operation or use of a Product with any product, data, apparatus, or business method that IBM did not
provide, or the distribution, operation or use of a Product for the benefit of a third party outside your Enterprise, or
4 infringement by a non -IBM Product or an Other IBM Program alone.
1.8 Limitation of Liability
Circumstances may arise where, because of a default on IBM's part or other liability, you are entitled to recover dam-
ages from IBM In each such instance, regardless of the basis on which you are entitled to claim damages from IBM
(including fundamental breach, negligence, misrepresentation, or other contract or tort claim), IBM is liable for no more
than
1 payments referred to in the Patents and Copyrights section above,
2 damages for bodily injury (including death) and damage to real property and tangible personal property; and
3 the amount of any other actual direct damages up to the greater of $100,000 or the charges (if recurring, 12
months' charges apply) for the Product or Service that is the subject of the claim. For purposes of this item, the
term "Product" includes Materials, Machine Code, and LIC
This limit also applies to any of IBM's subcontractors and Program developers It is the maximum for which IBM and its
subcontractors and Program developers are collectively responsible.
Items for Which IBM is Not Liable
Under no circumstances is IBM, its subcontractors, or Program developers liable for any of the following even if in-
formed of their possibility.
1 loss of, or damage to, data,
2 special, incidental, or indirect damages or for any economic consequential damages; or
3 lost profits, business, revenue, goodwill, or anticipated savings.
1.9 General Principles of Our Relationship
1 Neither of us grants the other the right to use its (or any of its Enterprise's) trademarks, trade names, or other des-
ignations in any promotion or publication without prior written consent.
2 All information exchanged is nonconfidential If either of us requires the exchange of confidential information, it will
be made under a signed confidentiality agreement.
3 Each of us is free to enter into similar agreements with others
4 Each of us grants the other only the licenses and rights specified. No other licenses or rights (including licenses or
rights under patents) are granted
5 Each of us may communicate with the other by electronic means and such communication is acceptable as a
signed writing. An identification code (called a "user ID") contained in an electronic document is sufficient to verify
the sender's identity and the document's authenticity
6 Each of us will allow the other reasonable opportunity to comply before it claims that the other has not met its obli-
gations
7 Neither of us will bring a contract legal action arising out of or related to this Agreement more than two years after
the cause of action arose
8 Neither of us is responsible for failure to fulfill any obligations due to causes beyond its control.
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9 Neither of us may assign this Agreement, in whole or in part, without the prior written consent of the other Any at-
tempt to do so is void Neither of us will unreasonably withhold such consent. The assignment of this Agreement,
in whole or in part, within the Enterprise of which either of us is a part or to a successor organization by merger or
acquisition does not require the consent of the other IBM is also permitted to assign its rights to payments under
this Agreement without obtaining your consent. It is not considered an assignment for IBM to divest a portion of its
business in a manner that similarly affects all of its customers
10 You agree not to resell any Service without IBM's prior written consent. Any attempt to do so is void
11 You agree that this Agreement will not create any right or cause of action for any third party, nor will IBM be re-
sponsible for any third party claims against you except as described in the Patents and Copyrights section above
or as permitted by the Limitation of Liability section above for bodily injury (including death) or damage to real or
tangible personal property for which IBM is legally liable.
12. You agree to acquire Machines with the intent to use them within your Enterprise and not for reselling, leasing, or
transferring to a third party, unless either of the following applies.
a you are arranging lease -back financing for the Machines; or
b you purchase them without any discount or allowance, and do not remarket them in competition with IBM's
authorized remarketers.
13 You agree to allow IBM to install mandatory engineering changes (such as those required for safety) on a Ma-
chine. Any parts IBM removes become IBM's property and any parts IBM installs on Machines you own become
your property You represent that you have the permission from the owner and any lien holders to transfer owner-
ship and possession of removed parts to IBM.
14 You agree that you are responsible for the results obtained from the use of the Products and Services.
15 You agree to provide IBM with sufficient, free, and safe access to your facilities and systems for IBM to fulfill its ob-
ligations -
16 You agree to allow International Business Machines Corporation and its subsidiaries to store and use your contact
information, including names, phone numbers, and e-mail addresses, anywhere they do business. Such inform a -
tion will be processed and used in connection with our business relationship, and may be provided to contractors,
Business Partners, and assignees of International Business Machines Corporation and its subsidiaries for uses
consistent with their collective business activities, including communicating with you (for example, for processing
orders, for promotions, and for market research)
17 You agree to comply with all applicable exportand import laws and regulations.
1.10 Agreement Termination
Either of us may terminate this Agreement on written notice to the other following the expiration or termination of the
terminating party's obligations.
Either of us may terminate this Agreement if the other does not comply with any of its terms, provided the one who is
not complying is given written notice and reasonable time to comply
Any terms of this Agreement which by their nature extend beyond the Agreement termination remain in effect until ful-
filled, and apply to both of our respective successors and assignees.
1.11 Geographic Scope and Governing Law
The rights, duties, and obligations of each of us are valid only in the United States except that all licenses are valid as
specifically granted.
Both you and IBM consent to the application of the laws of the State of Washington to govern, interpret, and enforce all
of your and IBM's rights, duties, and obligations arising from, or relating in any manner to, the subject matter of this
Agreement, without regard to conflict of law principles.
In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this
Agreement remain in full force and effect.
Nothing in this Agreement affects any statutory rights of consumers that cannot be waived or limited by contract.
Part 2 - Warranties
2.1 The IBM Warranties
Warranty for IBM Machines
IBM warrants that each IBM Machine is free from defects in materials and workmanship and conforms to its Specifica-
tions
The warranty period for a Machine is a specified, fixed period commencing on its Date of Installation. During the war-
ranty period, IBM provides repair and exchange Service for the Machine, without charge, under the type of Service IBM
designates for the Machine. If a Machine does not function as warranted during the warranty period and IBM is unable
to either 1) make it do so or 2) replace it with one that is at least functionally equivalent, you may return it to IBM and
your money will be refunded.
Additional terms regarding Service for Machines during and after the warranty period are contained in Part 5.
Warranty for ICA Programs
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IBM warrants that each warranted ICA Program, when used in the Specified Operating Environment, will conform to its
Specifications.
The warranty period for an ICA Program expires when its Program Services are no longer available. During the war-
ranty period, IBM provides defect -related Program Services without charge. Program Services are available for a war-
ranted ICA Program for at least one year following its general availability
If an ICA Program does not function as warranted during the first year after you obtain your license and IBM is unable
to make it do so, you may return the ICA Program and your money will be refunded. To be eligible, you must have ob-
tained your license while Program Services (regardless of the remaining duration) were available for it. Additional
terms regarding Program Services are contained in Part 4
Warranty for IBM Services
IBM warrants that it performs each IBM Service using reasonable care and skill and according to its current description
(including any completion criteria) contained in this Agreement, an Attachment, or a Transaction Document.
Warranty for Systems
Where IBM provides Products to you as a system, IBM warrants that they are compatible and will operate with one an-
other This warranty is in addition to IBM's other applicable warranties.
2.2 Extent of Warranty
If a Machine is subject to federal or state consumer warranty laws, IBM's statement of limited warranty included with
the Machine applies in place of these Machine warranties.
The warranties stated above will not apply to the extent that there has been misuse (including but not limited to use of
any Machine capacity or capability, other than that authorized by IBM in writing), accident, modification, unsuitable
physical or operating environment, operation in other than the Specified Operating Environment, improper maintenance
by you, or failure caused by a product for which IBM is not responsible. With respect to Machines, the warranty is
voided by removal or alteration of Machine or parts identification labels.
THESE WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE
Items Not Covered by Warranty
IBM does not warrant uninterrupted or error -free operation of a Product or Service or that IBM will correct all defects.
IBM will identify IBM Machines and ICA Programs that it does not warrant.
Unless IBM specifies otherwise, it provides Materials, non -IBM Products, and non -IBM Services WITHOUT
WARRANTIES OF ANY KIND. However, non -IBM manufacturers, developers, suppliers, or publishers may provide
their own warranties to you. Warranties, if any, for Other IBM Programs and Non -IBM Programs may be found in their
license agreements.
Part 3 - Machines
3.1 Production Status
Each IBM Machine is manufactured from parts that may be new or used In some cases, a Machine may not be new
and may have been previously installed. Regardless, IBM's appropriate warranty terms apply
3.2 Title and Risk of Loss
When IBM accepts your order, IBM agrees to sell you the Machine described in a Transaction Document. IBM trans-
fers title to you or, if you choose, your lessor when IBM ships the Machine. However, IBM reserves a purchase money
security interest in the Machine until IBM receives the amounts due. For a feature, conversion, or upgrade involving
the removal of parts which become IBM's property, IBM reserves a security interest until IBM receives payment of all
the amounts due and the removed parts. You authorize IBM to file appropriate documents to permit IBM to perfect its
purchase money security interest.
For each Machine, IBM bears the risk of loss or damage up to the time it is delivered to the IBM -designated carrier for
shipment to you or your designated location. Thereafter, you assume the risk. Each Machine will be covered by insur-
ance, arranged and paid for by IBM for you, covering the period until it is delivered to you or your designated location.
For any loss or damage, you must 1) report the loss or damage in writing to IBM within 10 business days of delivery
and 2) follow the applicable claim procedure.
3.3 Installation
You agree to provide an environment meeting the specified requirements for the Machine.
IBM has standard installation procedures. IBM will successfully complete these procedures before it considers an IBM
Machine (other than a Machine for which you defer installation or a Customer -set-up Machine) installed.
You are responsible for installing a Customer -set-up Machine and, unless IBM agrees otherwise, a non -IBM Machine.
Machine Features, Conversions and Upgrades
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3. distribute to, and install on, the DSLO's Designated Machine, any release, correction, or bypass that IBM provides
for the Basic license.
4.4 Program Testing
IBM provides a testing period for certain ICA Programs to help you evaluate if they meet your needs. If IBM offers a
testing period, it will start 1) the second business day after the ICA Program's standard transit allowance period, or 2)
on another date specified in a Transaction Document. IBM will inform you of the duration of the ICA Program's testing
period.
IBM does not provide testing periods for DSLO copies.
4.5 Program Services
IBM provides Program Services for warranted ICA Programs. If IBM can reproduce your reported problem in the
Specified Operating Environment, IBM will issue defect correction information, a restriction, or a bypass. IBM provides
Program Services for only the unmodified portion of a current release of an ICA Program.
IBM provides Program Services 1) on an on-going basis (with at least six months' written notice before IBM terminates
Program Services), 2) until the date IBM specifies, or 3) for a period IBM specifies.
4.6 License Termination
You may terminate the license for an ICA Program on one month's written notice, or at any time during the ICA Pro-
gram's testing period.
Licenses for certain replacement ICA Programs may be obtained for an upgrade charge. When you obtain licenses for
these replacement ICA Programs, you agree to terminate the license of the replaced ICA Programs when charges be-
come due, unless IBM specifies otherwise.
IBM may terminate your license if you fail to comply with the license terms. If IBM does so, your authorization to use
the ICA Program is also terminated.
Part 5 - Services
5.1 Personnel
Each of us is responsible for the supervision, direction, control, and compensation of our respective personnel.
IBM reserves the right to determine the assignment of its personnel.
IBM may subcontract a Service, or any part of it, to subcontractors selected by IBM
5.2 Materials Ownership and License
IBM will specify Materials to be delivered to you. IBM will identify them as being "Type I Materials," "Type II Materials,"
or otherwise as we both agree. If not specified, Materials will be considered Type 11 Materials.
Type I Materials are those, created during the Service performance period, in which you will have all right, title, and in-
terest (including ownership of copyright). IBM will retain one copy of the Materials. You grant IBM 1) an irrevocable,
nonexclusive, worldwide, paid-up license to use, execute, reproduce, display, perform, distribute (internally and exter-
nally) copies of, and prepare derivative works based on, Type I Materials and 2) the right to authorize others to do any
of the former.
Type II Materials are those, created during the Service performance period or otherwise (such as those that preexist
the Service), in which IBM or third parties have all right, title, and interest (including ownership of copyright). IBM will
deliver one copy of the specified Materials to you. IBM grants you an irrevocable, nonexclusive, worldwide, paid-up li-
cense to use, execute, reproduce, display, perform, and distribute, within your Enterprise only, copies of Type II Mate-
rials
Each of us agrees to reproduce the copyright notice and any other legend of ownership on any copies made under the
licenses granted in this section.
5.3 Service for Machines (during and after warranty)
IBM provides certain types of Service to keep Machines in, or restore them to, conformance with their Specifications.
IBM will inform you of the available types of Service for a Machine. At its discretion, IBM will 1) either repair or ex-
change the failing Machine and 2) provide the Service either at your location or a service center
When the type of Service requires that you deliver the failing Machine to IBM, you agree to ship it suitably packaged
(prepaid unless IBM specifies otherwise) to a location IBM designates. After IBM has repaired or exchanged the Ma-
chine, IBM will return it to you at its expense unless IBM specifies otherwise. IBM is responsible for loss of, or damage
to, your Machine while it is 1) in IBM's possession or 2) in transit in those cases where IBM is responsible for the trans-
portation charges.
Any feature, conversion, or upgrade IBM services must be installed on a Machine which is 1) for certain Machines, the
designated, serial -numbered Machine and 2) at an engineering -change level compatible with the feature, conversion,
or upgrade.
IBM manages and installs selected engineering changes that apply to IBM Machines and may also perform preventive
maintenance.
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You agree to
1 obtain authorization from the owner to have IBM service a Machine that you do not own, and
2. where applicable, before IBM provides Service --
a. follow the problem determination, problem analysis, and service request procedures that IBM provides,
b secure all programs, data, and funds contained in a Machine, and
c inform IBM of changes in a Machine's location.
Replacements
When Service involves the exchange of a Machine or part, the item IBM replaces becomes its property and the re-
placement becomes yours. You represent that all removed items are genuine and unaltered. The replacement may
not be new, but will be in good working order and at least functionally equivalent to the item replaced. The replacement
assumes the warranty or maintenance Service status of the replaced item. Before IBM exchanges a Machine or part,
you agree to remove all features, parts, options, alterations, and attachments not under IBM's service. You also agree
to ensure that the item is free of any legal obligations or restrictions that prevent its exchange.
Some parts of IBM Machines are designated as Customer Replaceable Units (called, "CRUs"), e.g., keyboards, men-
ory, or hard disk drives. IBM provides CRUs to you for replacement by you You must return all defective CRUs to IBM
within 30 days of your receipt of the replacement CRU You are responsible for downloading designated Machine
Code and LIC updates from an IBM Internet Web site or from other electronic media, and following the instructions that
IBM provides.
Items Not Covered
Repair and exchange Services do not cover
1 accessories, supply items, and certain parts, such as batteries, frames, and covers;
2 Machines damaged by misuse, accident, modification, unsuitable physical or operating environment, or improper
maintenance by you;
3. Machines with removed or altered Machine or parts identification labels;
4 failures caused by a product for which IBM is not responsible;
5 service of Machine alterations; or
6 Service of a Machine on which you are using capacity or capability, other than that authorized by IBM in writing.
Warranty Service Upgrade
For certain Machines, you may select a Service upgrade from the standard type of warranty Service for the Machine.
IBM charges for the Service upgrade during the warranty period.
You may not terminate the Service upgrade or transfer it to another Machine during the warranty period. When the
warranty period ends, the Machine will convert to maintenance Service at the same type of Service you selected for
warranty Service upgrade.
5.4 Maintenance Coverage
Whenever you order maintenance Service for Machines, IBM will inform you of the date on which maintenance Service
will begin. IBM may inspect the Machine within one month following that date. If the Machine is not in an acceptable
condition for service, you may have IBM restore it for a charge. Alternatively, you may withdraw your request for main-
tenance Service. However, you will be charged for any maintenance Service which IBM has performed at your re-
quest.
5.5 Automatic Service Renewal
Renewable Services renew automatically for a same length contract period unless either of us provides written notifica-
tion (at least one month prior to the end of the current contract period) to the other of its decision not to renew
5.6 Termination and Withdrawal of a Service
Either of us may terminate a Service if the other does not meet its obligations concerning the Service.
You may terminate a Service, on notice to IBM provided you have met all minimum requirements and paid any adjust-
ment charges specified in the applicable Attachments and Transaction Documents. For a maintenance Service, you
may terminate without adjustment charge provided any of the following circumstances occur:
1 you permanently remove the eligible Product, for which the Service is provided, from productive use within your
Enterprise;
2 the eligible location, for which the Service is provided, is no longer controlled by you (for example, because of sale
or closing of the facility); or
3 the Machine has been under maintenance Service for at least six months and you give IBM one month's written
notice prior to terminating the maintenance Service.
You agree to pay IBM for 1) all Services IBM provides and any Products and Materials IBM delivers through Service
termination, 2) all expenses IBM incurs through Service termination, and 3) any charges IBM incurs in terminating the
Service.
IBM may withdraw a Service or support for an eligible Product on three months' written notice to you. If IBM withdraws
a Service for which you have prepaid and IBM has not yet fully provided it to you, IBM will give you a prorated refund.
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Any terms which by their nature extend beyond termination or withdrawal remain in effect until fulfilled and apply to re-
spective successors and assignees.
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. /,.,
For Meeting of April 15. 2003
ITEM TITLE: Consideration of a Resolution Authorizing the City Manager to enter into
a contract for the purchase of a police car audio/video recording system
from International Business Machines Corp. (IBM) and declaring them a
sole source vendor.
SUBMITTED BY: Roy Willson, Police Department
Rick Pettyjohn, Information Systems
CONTACT PERSON/TELEPHONE: Interim Chief Roy Willson, 575-6178
SUMMARY EXPLANATION:
For the last year the Police Department and Information Systems have been working to
find a suitable audio/video recording system to mount in police vehicles. After
considerable research and testing a suitable system from International Business
Machines Corp. (IBM) has been identified.
This system has certain key features that are operationally critical including pre -event
recording, industry standard file and compression technology, and a removable disk for
file transfer into an included file management system. The proposed system is state of
the art technology. Extensive research and testing accomplished by Information
Systems and the Police Department revealed that the system offered by IBM was the
only one that satisfied all critical operational requirements. IBM is also the only source
for this system.
This purchase would include camera systems and compatible mobile data computers
for thirty-two police vehicles, the file management system and all related hardware and
software. The price of the system is $453,860 plus applicable tax and limited expenses;
this is within the 2003 budget of $500,000.
Continued...
Resolution X Ordinance Contract Other (Specify)
Funding Source Information S stems Bud•e & the Law Justice Ca•ital Fund
APPROVED FOR SUBMITTAL:
STAFF RECOMMENDATION: Adopt Resolution
BOARD/COMMISSION RECOMMENDATION:
COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2003-60
Page 2 of 2
The Finance Department is researching and negotiating the financing for the purchase
of this equipment. The specific type of agreement and the terms and conditions thereof
are not yet finalized. There are two primary options being considered, (1) a capital
lease agreement and (2) a direct purchase financed by a note. Additionally, the
payment terms with the vendor are currently being negotiated. The attached resolution,
if approved by Council, authorizes the City Manager to execute all necessary
documents to complete the purchase transactions (this would include contract payment
terms) and Finance staff anticipates submitting a debt financing proposal to Council at
the May 6, 2003 meeting.