HomeMy WebLinkAbout20A - AA 2008 HOMELAND SECURITY GRANTREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
DECEMBER 1, 2008
TITLE:
APPROPRIATION ADJUSTMENT
ACCEPTING FY 2008 HOMELAND
SECURITY GRANT PROGRAM
(Statewide CopLink Procurement
Project)
CI Y MANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
^ As Recommended
^ As Amended
^ Ordinance on 1S` Reading
^ Ordinance on 2"d Reading
^ Implementing Resolution
^ Set Public Hearing For_
CONTINUED TO
FILE NUMBER
1. Adopt a resolution authorizing the City Manager and the Chief of Police
to execute a grant award agreement with the State of California, Office
of Homeland Security for the FY 2008 Urban Area Security Initiative
Program funding in the amount of $4,180,000.
2. Approve an Appropriation Adjustment recognizing the FY 2008 Urban Area
Security Initiative Program funding in the amount of $4,180,000 in
revenue account (account no. 125-01-5350-10) and appropriate same in
the FY 2008 CopLink Procurement Project Grant Program expenditure
accounts (account no. 125-341-various).
3. Direct the City Attorney to prepare and authorize the Chief of Police
and the Clerk of the Council to enter into an agreement with Knowledge
Computing Corporation (KCC) to provide software licensing for the
CopLink application in an amount not to exceed $4,180,000.
DISCUSSION
The United States Department of Homeland
Areas Security Initiative (UASI) The
first responders to enhance security and
respond to, and recover from acts of
allocation specifically provides funding
CopLink user license.
Security has developed the Urban
UASI provides funds to emergency
overall preparedness to prevent,
terrorism. This special grant
for the purchase of a Statewide
Coplink is an information sharing tool utilized by over 40% of Law
Enforcement officers in the State of California. Through the purchase of
this single "site" license all Law Enforcement professionals will have
access to this important information sharing tool.
20A-1
FY 2008 Homeland Security
November 17, 2008
Page 2
FISCAL IMPACT
Approval of the Appropriation Adjustment will increase revenues in the FY
2008 UASI account (account no. 125-O1-5350-10) by $4,180,000 and
appropriate same in the FY 2008 UASI expenditure account (account no. 125-
341-various).
APPROVED AS TO FUNDS AND ACCOUNTS:
l ~~G~-
Paul M. Walters
Chief of Police
Police Department
l*Francisco Gutierrez
Executive Director
Finance & Mgt. Services Agency
20A-2
Iss:111408
RESOLUTION NO. 2008-
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SANTA ANA AUTHORIZING THE CITY MANAGER
AND/OR THE CHIEF OF POLICE TO EXECUTE A GRANT
AWARD AGREEMENT WITH THE STATE OF CALIFORNIA
OFFICE OF HOMELAND SECURITY FOR THE FY2008
HOMELAND SECURITY GRANT PROGRAM
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS
FOLLOWS:
Section 1. The City Council of the City of Santa Ana hereby, finds, determines and
declares as follows:
A. The California Office of Homeland Security is responsible for
implementing the United States Department of Homeland Security Grant
Programs.
B. The City of Santa Ana, as an eligible subgrantee, has been awarded
funding from the California Office of Homeland Security for the fiscal year
2008 Homeland Security Grant Program (HSGP) in the amount of four
million, one hundred eighty thousand dollars ($4,180,000.00) to purchase
statewide licenses for Criminal Records Sharing software, and transfer
those licenses to regional law enforcement agencies.
Section 2. The City Council of the City of Santa Ana hereby authorizes and directs
the City Manager and/or the Chief of Police or their designee(s) to submit an application
to the California Office of Homeland Security for the FY 2008 HSGP in the amount of
$4,180,000.00, to purchase statewide licenses for Criminal Records Information
Sharing.
Section 3. The City Council of the City of Santa Ana hereby authorizes and directs
the City Manager and/or the Chief of Police to execute and submit all documents and
take any necessary action, for and on behalf of the City of Santa Ana, for the purpose of
obtaining federal financial assistance provided by the federal Department of Homeland
Security and subgranted through the State of California.
Section 4. This Resolution shall take effect immediately upon its adoption by the
City Council, and the Clerk of the Council shall attest to and certify the vote adopting
this Resolution.
20A-3
ADOPTED this day of
2008.
Miguel A. Pulido
Mayor
APPROVED AS TO FORM:
Joseph W. Fletcher, City Attorney
By:
Laura S. Sheedy
Assistant City Attorney
AYES: Councilmembers
NOES: Councilmembers
ABSTAIN: Councilmembers
NOT PRESENT: Councilmembers
CERTIFICATE OF PUBLICATION AND ORIGINALITY
I, PATRICIA E. HEALY, Clerk of the
attached Resolution No. 2008-XXX to
Council of the City of Santa Ana on
Date:
Council, do hereby attest to and certify the
be the original resolution adopted by the City
Clerk of the Council
City of Santa Ana
20A-4
f I ' ~~~
AGREEMENT FOR PRODUCTS
THIS AGREEMENT is made effective this t" day of December, 2008 , by and between The City
of Santa Ana, (hereinafter "Customer"), and KNOWLEDGE COMPUTING CORPORATION (hereinaf-
ter "KCC"), a corporation formed and existing under the laws of the State of Arizona, with its principal
place of business at 7750 E. Broadway Blvd, Suite 100, Tucson, Arizona 85710.
Article I. ENGAGEMENT
The Customer hereby engages KCC to provide the following services and products in accordance with the terms and
specifications provided herein and in the Statement of Services set forth in Schedule 1 attached hereto.
A. Products.
1. KCC will provide COPLINK Solution Suite licenses, as described in Schedule 1, to the remaining sworn officers
(40,000) in the State of California who are not licensed users of COPLINK as of October 1, 2008.
2. Customer is purchasing the COPLINK Solution Suite licenses as purchasing agent for the regional law enforce-
ment/criminaljustice agencies in the State of California. The parties hereto agree that Customer's total liability to
COPLINK pursuant to this Agreement is limited to the cost of the four Level 5 licenses. The regional law enforce-
ment/criminaljustice agencies will receive the licenses through Customer and will individually contract with COPLINK
to activate those licenses, including the execution, on behalf of the individual agency, of the COPLINK End-User Li-
cense Agreement, attached hereto as Schedule 2.
3. This contract does not supersede, replace, or modify any existing contracts for COPLINK products or services with
any criminal justice agency in the State of California.
4. At the Customer's option, KCC will provide additional COPLINK software products at an additional cost as stated in
the current COPLINK price sheet. The addition of sources or products will require a contract amendment detailing
the products and services to be delivered.
B. Maintenance and Support Services.
KCC will contract with individual agencies and/or regions for activation and maintenance of the software. Maintenance cost
will be no more than 15% of the license fee cost that will be based on the sworn officer population for an agency and/or
region.
Article II. LICENSE
The license terms for the COPLINK Solution Suite software are described in the End-User License Agreement (EULA) at-
tached in Schedule 2.
Article III. CONSIDERATION, REPORTS AND METHOD OF PAYMENT
A. Consideration.
1. In consideration for the Products and Service provided under this Agreement, Customer shall pay to KCC a total sum
not to exceed the Total Software amount in Schedule 1, which shall include year one of warranty from date of con-
tract signing. KCC shall charge Customer only in accordance with this amount.
2. Customer will be billed for the License portion of the COPLINK® Solution Suite upon signing of the Software Accep-
tance Letter. The License cost is defined as the total cost of the COPLINK~ base product and any additional products
ordered by the Customer (e.g. COPLINK AgentT"") as outlined in Schedule 1. KCC hereby grants to the Customer a
perpetual, non-exclusive, non-refundable license to use any and all COPLINK® Software provided to you under this Li-
cense in accordance with the terms and conditions set forth herein. Said license may be transferred to the regional law
enforcement/criminal justice agencies in the State of California as set forth in Section 1.A., above.
B. Taxes.
Customer shall be responsible for any sales or use taxes arising out of this Agreement payable to the state of California.
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20A-5
C. KCC Payments.
KCC shall be responsible for the payment of all KCC personnel.
D. Invoices Required.
Excluding any initial payment, Customer shall pay KCC only on the submission of itemized invoices(s) for the products ren-
dered. No payment shall be issued prior to receipt of material or service and correct invoice.
E.
Article IV. CONFIDENTIALITY
A. General.
To the extent authorized by applicable law, including the California Public Records Act, Government Code §§ 6250 et seq.,
the parties hereto agree to keep confidential any information identified as confidential by the disclosing party, using meth-
ods at least as stringent as each party uses to protect its own confidential information. "Confidential Information" shall in-
clude KCC's research and development plans and reports, the computer code for the UA Software and KCC Software
(both source and object code), the functionality or manner of operation of any computer code (including without limitation
screen designs and flows), or any other designs, techniques, methods, specifications, drawings, sketches, processes,
trade secrets, product information, print-outs, formulae, samples, prototypes, systems and components, marketing or pro-
motional information, and any other information marked confidential or accompanied by correspondence indicating such
information is confidential exchanged between the parties hereto. Confidential Information also includes information relating
to the disclosing party's business or financial affairs, such as financial results, business methods, pricing, competitor and
product information and all other information designated as confidential. Except as may be authorized in advance in writing
by KCC, Customer shall grant access to the Confidential Information only to its own employees involved in installing and
maintaining the KCC Software, and Customer shall require such employees to be bound by this Agreement as well. In ad-
dition, Customer shall not permit any personnel or Authorized User to remove any proprietary or other legend or restrictive
notice contained or included in any material provided by KCC. The confidentiality and use obligations set forth above apply
to all or any part of the Confidential Information disclosed hereunder except to the extent that:
1. KCC or Customer can show by written record that it possessed the information prior to its receipt from the other
party;
2. The information was already available to the public or became so through no fault of the KCC or Customer;
3. The information is subsequently disclosed to KCC or Customer by a third party that has the right to disclose it free
of any obligations of confidentiality; or
4. Is independently developed by the other party without breach of this Agreement.
B. Improper Disclosure.
KCC and Customer acknowledge that any use or disclosure of Confidential Information in a manner inconsistent with the
provisions of this Agreement may cause the other parties irreparable damage for which remedies other than injunctive re-
lief may be inadequate, and each party agrees that the other party shall be entitled to receive from a court of competent
jurisdiction injunctive or other equitable relief to restrain such use or disclosure in addition to other appropriate remedies.
Customer shall advise KCC if a request for information deemed confidential is made. In the event that KCC does not per-
mitdisclosure, KCC shall indemnify, defend, and hold harmless Customer from any suits or damages resulting from KCC's
failure to disclose.
C. Survival of Conditions.
The terms and provisions of this Article shall survive the termination of this Agreement, for any reason, for a period of five
(5) years, unless otherwise agreed upon by the parties.
D. Improper Acts.
Customer and Authorized Users shall not attempt to reverse engineer, translate, decompile or disassemble the object code
of the KCC Software and Customer agrees to use its best efforts to prevent reverse engineering, translation, decompilation
and disassembly of the object code of the KCC Software by its authorized users.
Article V. OWNERSHIP
1. KCC shall own all computer software and data KCC develops in the performance of its obligations under this Agree-
gage 2 = 12
ment, including all copyrights, trade secrets, and other intellectual property rights with respect to any object codes,
source codes, instructions, manuals or other materials relating to the installation, operation of computer software pro-
vided by KCC.
2. Customer retains ownership of any data sent or migrated to the COPLINK® Solution Suite.
Article VI. DURATION
A. Improper Inducements.
Customer may, by written notice to KCC, cancel this Agreement if it is found that gratuities, in the form of entertainment,
gifts or otherwise, were offered or given by KCC or any agent or representative of KCC, to any officer or employee of Cus-
tomer.
B. Termination.
Upon Material Breach; Cure Periods. This Agreement may not be terminated upon a material breach of this Agreement
unless the other party (the "Notifying Party") first provides written notice of such breach to the first party (the "Breaching
Party") as provided herein and the breach has not been cured within sixty (60) days after the Breaching Party receives
such notice. The notice shall reference this Article VIII (C), and shall describe each material breach of the Agreement in
sufficient detail to permit the Breaching Party to cure the breach. Neither party may claim a material breach of this Agree-
ment until the foregoing periods have expired.
In the event a single agency that is participating in this project breaches this Agreement, such breach will not effect the re-
maining agencies other than the non-inclusion of the breaching agency's information in the COPLINK node.
C. Survival.
The terms and conditions of Article V: Confidentiality, shall survive this Agreement for a period of five (5) years.
Article VII. ENFORCEMENT, LAWS AND ORDINANCES
A. Effect of Law.
This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance,
and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of
California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that
may be brought or arise out of, in connection with or by reason of this Agreement.
B. Compliance.
KCC must comply with all applicable federal, state, county and local laws, ordinances, and regulations.
C. Licenses and Permits.
KCC shall maintain in current status all Federal, State and Local licenses and permits required for the operation of the
business conducted by KCC.
Article VIII. INDEPENDENT CONTRACTOR
A. Relationship.
It is understood and acknowledged by each party that the parties hereto shall act in their individual capacities and not as
agents, employees, partners, joint venturers, or associates of the other. An employee or agent of one party shall not be
deemed or construed to be the employee or agent of the other party for any purpose whatsoever.
B. Withholding.
KCC is advised that taxes or social security payments shall not be withheld from any payment issued hereunder and that
KCC should make arrangements to directly pay such expenses, if any.
C. KCC Provided Insurance.
1. KCC maintains, at its own expense, general business liability insurance with a combined single limit of $3,000,000
per occurrence.
Page 3 of 12
20A-7
2. KCC maintains workman's compensation insurance through the Arizona State Compensation Fund, which meets
all requirements of Arizona labor law.
D. Additional Insurance.
Customer is advised that the costs of any additional insurance or surety bonds, mandated or required to be carried by KCC
as an effect of local codes, ordinances, regulations, procurement policies or other customs, are the responsibility of the
customer and will be billed as an additional cost item if Customer requires these to be secured under this contract.
Article IX. MODIFICATIONS
This Agreement may only be modified by a written amendment signed by persons duly authorized to enter into contracts
on behalf of Customer and KCC.
Article X. WAIVER
The failure of either party of this Agreement to take affirmative action with respect to any conduct of the other, which is in
violation of the terms of this contract, shall not be construed as a waiver thereof, or of any future breach or subsequent
wrongful conduct.
A. General.
Article XI. INDEMNIFICATIONS
KCC shall indemnify, defend, to the extent not prohibited by law, and hold harmless Customer, its officers, employees,
agents and representatives, from any and all claims, demands, suits, actions, proceedings, loss, cost, and reasonable at-
torney's fees and/or litigation expenses arising or alleged to have arisen out of any act, omission, professional error, fault,
mistake, or negligence of KCC, its employees, agents, representatives, or subcontractors, their employees, agents, or rep-
resentatives in connection with or incidental to the performance of this Agreement. KCC's obligation under this section
shall not extend to any liability caused by the sole negligence of the Customer, or its employees.
B. SOFTWARE LICENSE RIGHTS OF KCC. Nothing contained herein shall give Customer any interest of any kind
in the Software except the right to use the Software in accordance with the terms of this license.
C. Patent and Copyright Indemnification
1. Defense of Claims, Costs and Damages
KCC will defend at its expense any action brought against the Customer to the extent that it is based on a claim that the
Software, used within the scope of this license, infringes upon a United States patent or copyright, KCC will pay any costs
and damages finally awarded in such suit or proceeding against the Customer which are attributable to such claim; pro-
vided, prompt notice is given to KCC and KCC is allowed full control of the settlement of any such claim, and Customer
provides all reasonable assistance at no cost to FAAC.
2. Infringement
Should the Software become, or in KCC's opinion be likely to become, the subject of a claim of infringement of a copyright
or patent, KCC may at its option (i) procure for the Customer the right to continue using the Software, (ii) replace or modify
the Software to make it non-infringing while providing the same functionality, or (iii) if the right to continue cannot be rea-
sonablyprocured or the Software cannot be reasonably replaced or modified, then terminate the license to use such Soft-
ware and refund the purchase price of the software and the hardware whose operation depends on such software.
D. Amount of Insurance.
The amount and type of insurance required shall not in any way be construed as limiting the scope of the indemnification
set forth above.
Article XII. MISCELLANEOUS PROVISIONS
A. Procurement Code.
To the extent applicable, KCC agrees to abide by the provisions of the Customer's Procurement Code.
B. Assignment or Subcontracting.
No assignment of this Agreement or subcontract shall be made by KCC with any other party for furnishing any of the ser-
Page 4 of 12
20A-8
vices herein contracted for without the advance written approval of the Customer .All subcontracts shall comply with Fed-
eral and State laws and regulations, which are applicable to the services, covered by the subcontract and shall include all
the terms and conditions set forth herein, which shall apply with equal force to the subcontract, as if the subcontractor were
the contractor referred to herein. KCC is responsible for contract performance whether or not subcontractors are used.
C. Compliance with ADA.
KCC shall comply with all applicable provisions of the Americans with Disabilities Act (Public Law 101-336, 42 U.S.C.
12101-12213) and applicable federal regulations under the Act.
D. Non-Discrimination.
Neither party shall discriminate against any person or class of persons by reason of sex, color, race, religion, national ori-
gin, or handicap while performing any obligation under this agreement.
E. Entire Agreement.
This Agreement represents the entire agreement between Customer and KCC relating to this requirement and shall prevail
over any and all previous verbal and written agreements.
2~i4=92
Article XI11. USE OF NAMES AND TRADEMARKS
Customer shall have the right to use the trademarks and name of KCC, but shall not have the right to use the names of the
inventors of the KCC Software without the written consent of the party whose name is desired to be used.
Article XIV. FORM AND METHOD OF NOTICE
No notice required to be provided in this Agreement shall be effective unless it is in writing; is delivered to the other party by
either reputable overnight courier; U.S. mail by registered, certified or overnight delivery service, with all postage prepaid
and return receipt requested, or by personal delivery; and is addressed to:
If to KCC: If to Customer:
Knowledge Computing Corporation Santa Ana Police Department
Attn: Renee Jepsen, Controller 60 Civic Center Plaza
7750 East Broadway Blvd, Suite 100 P.O. Box 1981
Tucson, AZ 85710 Santa Ana, CA 92702
or to such other address as KCC may designate Attn: Commander Gominsky
by written notice to Customer. or to such other address as Customer may designate
by written notice to KCC.
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20A-10
Article XV. AUTHORITY
The persons signing on behalf of Customer and KCC hereby warrant and represent that they have authority to execute this
Agreement on behalf of the party for whom they have signed.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first mentioned above.
For: KNO~~EDGE COMPUTING CORP. For: CITY OF SANTA ANA.
~~, y'DY
Date
r~~' '7 ~ r/.d~~'F~,'~ ~ie~,f'~„t~C~
Printed Name
Title
(signature) Date
DAVID N. REAM
City Manager
Printed Name Title
Attest
PATRICIA E, HEALY
Clerk of the Council
Printed Name Title
Approved as to Form
JOSEPH W. FLETCHER
City Attorney
i3v:
Laura Sheedy
Assistant City Attorney
Title
Page 7 of 12
20A-11
Schedule 1
Software License Costs
Enterprise Software Licensing": Costs
COPLINK Base System $1,666,842.48
COPLINK Computer-based Training $73,488.05
COPLINK Active Agent $218,793.95
COPLINK Incident Analyzer $364,099.86
COPLINK Adaptive Analytical Architecture (A3) $255,872.01
COPLINK Visualizer $364,099.86
COPLINK Intel L.E.A.D. $546,984.88
COPLINK Mobile (incl. iLEAD mobile) $309,818.92
TOTAL SOFTWARE $3,800,000.00
*Pricing based on four Level-5 licenses for remaining sworn officers in California
Price is for 40,000 sworn officers or remaining officers in CA
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20A-12
Schedule 2
COPLINK® Software End-User License Agreement (EULA)
Please read the terms and conditions of this license agreement (the "License") before using the computer
software (the "Software") provided by Knowledge Computing Corporation (KCC.) The term "Software" in-
cludes and these terms and conditions also apply to any updates, modifications and upgrades to the Soft-
ware that you may receive from time to time. By installing the Software you accept and agree to the terms
of this License. If you do not agree to the terms of this Software End-User License Agreement you are not
authorized to use the Software. This License constitutes the entire agreement concerning the Software
between you and KCC and it supersedes any prior proposal or representation.
1. Rights and Limitations
a) General. The Software is licensed, not sold. KCC hereby grants to you a perpetual, non-exclusive
and non-transferable license to use any and all COPLINK° Software provided to you under this Li-
cense in accordance with the terms and conditions set forth herein. The Software is protected by
copyright laws as well as by other intellectual property laws. The Software and any copies that you
are authorized by KCC to make are the intellectual property of and are owned by KCC. The struc-
ture, organization and code of the Software are the valuable trade secrets and confidential infor-
mation of KCC. This License grants you no rights to use such content.
b) Restricted Rights Notice. The Software provided under this License is provided with
RESTRICTED RIGHTS. Use, duplication or disclosure is subject to restrictions set forth in this Li-
cense.
1. You agree that you will not sublicense, assign, transfer, pledge, lease, rent or share your
rights under this License other than to allow use of the Software by authorized individuals
accessing the COPLINK system node on which the Software is installed.
2. You agree that you will not modify, adapt, disassemble, decompile, reverse engineer,
translate or otherwise attempt to discover the source code of the Software.
3. You may not modify the Software or create derivative works based upon the Software.
The Software is licensed as a single product. Its component parts may not be separated
for use on more than one computer.
4. You must maintain all copyright notices on all copies of the Software.
5. You may not distribute copies of the Software to third parties.
6. You may not export the Software to any country, entity or person to which export would be
illegal.
7. All rights not expressly granted are reserved by KCC.
c) KCC's Rights. You acknowledge and agree that the Software and Documentation are proprietary
products of Knowledge Computing Corporation under copyright law and disclosed to you by KCC
in confidence. You shall take all reasonable steps to safeguard the Software. KCC owns and will
retain all copyright, trademark, trade secret and other proprietary rights in and to Software. This Li-
cense conveys to you only anon-exclusive and limited right of use, revocable in accordance with
the terms and conditions of this License. In the event that you fail to comply with any terms and/or
conditions hereof, this License shall terminate automatically and KCC shall be entitled to all reme-
dies in accordance with applicable law.
d) Other Limitations. This license is further limited as follows:
1. The Software may not be used by you for any other purpose than that set forth herein, in-
cluding without limitation, designing or developing any products to be sublicensed or dis-
tributed by or on behalf of you or the National Institute of Justice.
2. The License granted to you hereunder shall be a license to use the machine-readable ob-
ject code only, and shall specifically exclude source code; you shall allow only authorized
users to access the COPLINK® System software and use the services of the Software.
Page 9 of 12
20A-13
2. Warranties
a) Material Errors. KCC warrants that if during the ninety (90) day period after installation and/or the
duration of any extended warranty, you notify KCC that the Software contains an error that materi-
ally and adversely affects your law enforcement activities, KCC will at no cost to you use its best
efforts to either correct the error or provide a reasonable workaround for such error. KCC does not
warrant that the functions contained in the Software will meet your requirements, nor that the op-
eration of the Software will be uninterrupted or error-free. The warranties set forth in this Section
do not cover any copy of the Software that has been altered or changed in any way by you or any
authorized user.
During the warranty period KCC will provide changes to the software mutually agreed upon by the
parties for software troubleshooting and program code debugging only. No customization of the
COPLINK System products will occur beyond that stated unless otherwise noted in a separate
agreement. The warranty does not include any updates to the software that are not the result of
errors.
b) Exclusions. KCC is not responsible for problems caused by changes in, or modifications to, the
operating characteristics of any computer hardware or operating system for which Customer has
authorized KCC to install the KCC Software, nor is KCC responsible for problems that occur as a
result of the use of the KCC Software in conjunction with software of third parties or with hardware
that is incompatible with the operating system for which the KCC Software is being installed.
c) Limitations. ANY IMPLIED WARRANTIES, INCLUDING WARRANTIES OF
MERCHANTABILITY, ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE, ARE
EXPRESSLY EXCLUDED. The warranties contained in this section are made in lieu of all other
warranties whether oral or written. Only an authorized officer of KCC may make modifications to
this warranty or additional warranties binding KCC, and any such modifications or additional war-
rantiesmust be in writing and must be approved by you. Approval shall not be unreasonably with-
held.
3. JavaT"^ Support. The software product may contain support for programs written in JavaT"".
Java T"" technology is not fault tolerant and is not designed, manufactured or intended for
use or resale as on-line control equipment in hazardous environments requiring fail-safe
performance, such as in the operation of nuclear facilities, aircraft navigation or communi-
cation systems, air traffic control, direct life support machines, or weapons systems, in
which the failure of JavaT"" technology could lead directly to death, personal injury, or se-
vere physical or environmental damage.(Indemnifications
a) General. KCC shall indemnify, defend, to the extent not prohibited by law, and hold you harmless
from any and all claims, demands, suits, actions, proceedings, loss, cost and reasonable attor-
ney's fees and/or litigation expenses arising or alleged to have arisen out of any act, omission,
professional error, fault, mistake or negligence of KCC, its employees, agents, representatives, or
subcontractors, their employees, agents, or representatives in connection with or incidental to the
performance of this License. KCC's obligation under this section shall not extend to any liability
caused by your sole negligence or that of your employees.
1. Defense of Claims, Costs and Damages
KCC will defend at its expense any action brought against the Customer to the extent that it is based on a
claim that the Software, used within the scope of this license, infringes upon a United States patent or cop-
yright, KCC will pay any costs and damages finally awarded in such suit or proceeding against the Cus-
tomer which are attributable to such claim; provided, prompt notice is given to KCC and KCC is allowed full
control of the settlement of any such claim, and Customer provides all reasonable assistance at no cost to
FAAC.
2. Infringement
Should the Software become, or in KCC's opinion be likely to become, the subject of a claim of infringe-
ment of a copyright or patent, KCC may at its option (i) procure for the Customer the right to continue us-
ing the Software, (ii) replace or modify the Software to make itnon-infringing while providing the same
functionality, or (iii) if the right to continue cannot be reasonably procured or the Software cannot be rea-
Page 10 of 12
20A-14
sonably replaced or modified, then terminate the license to use such Software and refund the purchase
price of the software and the hardware whose operation depends on such software.
2~A 15
4. Miscellaneous Provisions
a) Applicable Law. If you acquired the Software in the United States, this EULA is governed by the
laws of the State of California.
b) Modifications. This License may only be modified by a written amendment signed by persons
duly authorized to enter into contracts on your behalf and KCC.
c) Waiver. The failure of either party of this License to take affirmative action with respect to any
conduct of the other, which is in violation of the terms of this contract, shall not be construed as a
waiver thereof, or of any future breach or subsequent wrongful conduct.
d) Withdrawal by Individual Agency. Should one or more agencies contributing to a COPLINK°
Node information sharing system withdraw, KCC will modify the existing migration and mapping
from those agencies to the COPLINK° node or data warehouse to exclude future refresh of data
from those agencies. Such modification will be covered as part of the annual maintenance so long
as the remaining agencies' data remains in the COPLINK° node. If an agency wishes to remove
data previous migrated to the COPLINK° node or data warehouse, KCC will bill that Agency for
the COPLINK node for time and materials related to this activity. Customer is not responsible for
the costs of data migration of any Agency except the City of Santa Ana, CA.
e) Use of Names and Trademarks. You shall have the right to use the trademarks and name of
KCC, but shall not have the right to use the names of the inventors of the Software without the
written consent of the party whose name is desired to be used. COPLINK~ and other trademarks
contained in the Software are trademarks or registered trademarks of KCC. Third party trade-
marks, trade names, product names and logos may be the trademarks or registered trademarks
of their respective owners. You may not remove or alter any trademark, trade names, product
names, logo, copyright or other proprietary notices, legends, symbols or labels in the Software.
This EULA does not authorize you to use the COPLINK® trademark or its licensors' names or any
of their respective trademarks.
f) Entire Software End-User License Agreement. This License represents the entire agreement
between you and KCC relating to this requirement and shall prevail over any and all previous ver-
bal and written agreements. No COPLINK° reseller, agent or KCC employee is authorized to
make any amendment to this License.
All questions concerning this EULA shall be directed to: Knowledge Computing Corporation, 7750 E.
Broadway Blvd. Suite 100, Tucson, AZ 85710, Attention: Support Services.
Page 12 of 12
20A-16
~_- CITY OF SANTA
~~ ANA
.,=1,=
}~
~
~
_
__ FINANCE & MANAGEMENT SERVICES AGENCY
PURCHASING
DIVISION
20 cw~c ci.rr~rr.x
PLA'LA M-16
P.O. 130X 1988 SAN"I'A ANA,
CALII'ORNL~ 92702
REQUEST FOR EXCEPTION TO COMPETITIVE BIDDING PROCESS
Requests for exceptions to the competitive bidding process require detailed justification. This form must
accompany your requisition whenever an exception to the competitive bidding process is requested. Such a
request should not be made unless supported by factual statements that will pass an independent audit. Failure
to respond fully to any of the questions could result in delay or rejection of your request due to inadequate
justification.
The Buyer or F&MS Agency Administrative Services Manager will determine whether the justification is
appropriate.
1. Describe the product or service you wish to procure. Use enough detail to clearly describe what you are
procuring to someone not familiar with the process.
The City of Santa Ana proposes to purchase and deploy a California Statewide CopLink
Information sharing user "site" license. This license after dissemination will allow all
California Law Enforcement Professionals access to CopLink. This site license encompasses
all jurisdictions that currently have no access to CopLink nodes or CopLink licenses.
The CopLink Solution Suite of software organizes and rapidly analyzes vast quantities of
structured and seemingly unrelated data, currently housed in various incompatible databases
and record management systems, over a highly secure Intranet-based platform. COPLINK
also provides advanced privacy and security features. A completely integrated solution,
COPLINK is tactically sophisticated, user friendly, adaptable to agency preferences,
affordable, and scaleable.
COPLINK helps prevent acts of terrorism by consolidating, sharing, and identifying the most
valuable information Law Enforcement has -online databases and criminal records. Most
crimes committed involve repeat offenders whose criminal history, details and associations
already exist in various database systems -neighboring police forces or national database
systems.
COPLINK is developed by Knowledge Computing Corporation (KCC) in Tucson, AZ. This
powerful artificial intelligence based software application is a tried and tested application for
fighting crime and terrorism. Often characterized by existing users as "a super Google for
police officers", COPLINK allows officers and detectives to quickly and easily view the results
of sophisticated analysis, from complex data searches that uncovers hidden relationships and
associations across multiple database sources, even in legacy systems, whether they are
available locally, regionally, or nationally. ~~lyl~ ~nks to any type of database.
• Sophisticated analysis of multiple databases, that uncovers hidden relationships and
associations of criminals.
• Share and securely access multiple police databases, locally, regionally, and nationally.
• Solve crimes faster by finding suspects in minutes, saving police time, money, and
resources.
• Contains comprehensive global database on all vehicles and firearms, and is DNA
database ready.
• Already fully operational system in over 560 jurisdictions in the U.S.
The CopLink user licenses will be utilized for accessing and analyzing near real-time data
from records management systems and associated law enforcement data sources from across
the state and the country. Enabling our first responder community with these tools facilitates
a commitment to public safety by sharing critical data; vastly improving the dissemination of
information; enhancing situational awareness of events and trends while efficiently allowing
for the managing and coordinating of enforcement strategies to mediate the threats to persons
and critical infrastructure.
2. What are the unique performance factors of the requested product or service that cannot be met by another
vendor?
CopLink is a unique application sold only by KCC. Additionally, KCC is the only company
authorized to provide development and deployment services (customization, installation,
training and technical support) of the aforesaid product.
In addition, after reviewing information sharing systems throughout the state it has been
determined that KCC's CopLink application is currently being utilized by over 40% of the law
enforcement personnel in the State. The State's remaining regional intelligence centers are in
active contract negotiations with KCC to secure CopLink nodes.
The purchase of the requested site license has to come from KCC as they designed the system
and can only come from the creator of the system.
I HEREBY CERTIFY THAT to the best o~~f~~nowledge, after having reviewed all pertinent
information available to me at t~' time, th ollowi g vendor is the sole source of supply for the required
product or servi ated ~ ~
REQUESTOR ~ ~ ~~=~i~~~
DEPT./DIV. HEAD:
DATE: ~~ l ~Zl bv°
.DATE: ~/ l l /~
REQUISITION #:
20A-18