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CC_11152022_Exhibit_1_4d

Glendale City Council
November 15, 2022

Document
CC_11152022_Exhibit_1_4d
Meeting
November 15, 2022
Body
Glendale City Council
Original file
1.8 MB
Text extracted from the city's file for reading and search. Open the original on glendaleca.primegov.com. That file is the official record.

CONTRACT NO.: C104447C

AMENDMENT NO. 27

Professional Services Agreement between
The City of Glendale and Peraton

This Amendment No. 27 to the Professional Services Agreement No. C104447C is made November ___, 2022, between the City of Glendale (“CITY”), a municipal corporation, and Peraton, a Maryland Corporation, (“PERATON”).

RECITALS
Whereas CITY and PERATON entered into a Professional Services Agreement on July 1, 2007; and
Whereas PERATON provides software design services for the Fire Department’s Computer Aided Dispatch system and the City wishes to obtain additional Application Programming Interface for Tablet Command use;
Now therefore, the Parties agree hereto as follows:

AGREEMENT
CITY and PERATON agree as follows:

1. The Services to be performed pursuant to this Amendment are set forth in Exhibit A, attached hereto and incorporated herein by this reference.

2. City shall pay for the services as agreed upon per the Price and invoicing schedule as set forth in Exhibit A.

3. All other terms and conditions of said Agreement remain in full force and effect.

4. The PARTIES deem a copy of this Agreement, or any amendment to it, that bears a digital signature as having the same legal effect, for all purposes, as delivery of a signed original of this Agreement or the amendment, and each digital signature will have the same legal force and effect as a handwritten signature.

WHEREFORE, the parties have caused this Amendment to be duly executed on the date set for opposite their signature.

CITY OF GLENDALE PERATON

________________________________ ________________________________ City Manager
Date: ______________________ Date: ______________________

CONTRACT NO.: C104447C

Exhibit A.

PERATON SYSTEMS CORPORATION

PUBLIC SAFETY PRODUCTS

STANDARD TERMS AND CONDITIONS

© Copyright Peraton, Inc. – 2022

1. DEFINITIONS.

a. Peraton, Inc. shall mean PERATON, a Maryland corporation represented herein by its Civil & Health Sector-Health & Public Safety. b. Customer shall mean any corporation, public agency, or political subdivision that receives and accepts a quote from PERATON.
c. Agreement shall mean the above stated PERATON Quote, which has been accepted by Customer, along with these standard Terms and Conditions

2. SCOPE. These terms and conditions are applicable to services and/or equipment to be provided, as set forth in any PERATON Quote which has been accepted by Customer in writing, or for which Customer has issued a Purchase Order.

3. PRECEDENCE. Any scope of work subject hereto shall be subject to terms and conditions of documents, as set forth below in descending order of precedence:

a. The terms of the quote for services and/or equipment from PERATON. b. The terms and conditions set forth in this document.

4. TERM OF AGREEMENT. The term of this Agreement shall begin upon receipt by PERATON of the written acceptance of the PERATON Quote and shall continue through the completion of the work provided for therein and warranty period unless sooner terminated or extended as hereinafter provided.

5. CHANGES AND DELAYS. Customer may require changes in the scope of work, services and/or equipment to be performed or provided by PERATON hereunder. All such changes (which are mutually agreed upon by and between all the parties) shall be incorporated in written amendments to this Agreement. All such amendments shall state any increase or decrease in the amount of the compensation due PERATON for the change in scope and/or schedule, if any. PERATON shall have no obligation to proceed with the change until such time as PERATON and the Customer have agreed upon the impact on price and schedule, and have executed a bilateral written amendment memorializing the change and the price and schedule impacts.

Any delays caused by Customer, including but not limited to:

1. Failure to timely approve documents as provided herein,

2. Failure to comply with responsibilities set forth in the Implementation Plan,

3. Failure to provide access to facilities or information required for PERATON to perform,

4. Failure or delay of Customer furnished equipment,

shall be regarded as constructive changes and shall entitle PERATON to receive from Customer an equitable adjustment in price and schedule. Should PERATON and Customer be unable to agree on the price impact to PERATON of such delay, such price shall be computed using PERATON’s then current time and materials rates.

6. CLARIFICATION PROCEDURES. Customer shall have a maximum of fifteen (15) calendar days from the receipt of written correspondence from PERATON in which to respond, in writing, to the clarification, proposed solution or any other situation requiring a written response from Customer. If Customer believes the contents of such correspondence does not conform to the requirements of this Agreement, or otherwise disagrees with such correspondence; it shall so notify PERATON in writing within the above-stated fifteen (15) days, defining in detail such non-acceptance. In the event Customer finds the content of the correspondence conforming to the requirements of this Agreement, it shall, within the above stated (15) days, notify PERATON, in writing, of this fact, and such notification shall constitute final acceptance of the content of the correspondence delivered. Should Customer fail to respond within fifteen (15) days, the content of the correspondence shall be deemed accepted.

7. STANDARD OF PERFORMANCE; ACCEPTANCE. Unless otherwise specified, the work subject to this Agreement shall be accepted upon the completion of the work set forth for the scope of work, or upon commencement of beneficial use by Customer, whichever occurs first.

8. FACILITIES. During the course of this Agreement, Customer shall provide PERATON personnel with adequate workspace and such other related facilities as may be required by PERATON to carry out its obligations enumerated herein.

9. LICENSE.

a. Acknowledgment of Ownership. PERATON owns all right, title and interest to the PERATON Software and related documentation (the “PERATON Software”), including all custom modifications, derivative works and all technical and functional designs relating thereto. None of the services hereunder shall be considered “work for hire” within the meaning of Federal copyright law (17 U.S.C. Section 101 et seq). Customer shall not disassemble, decompile or reverse engineer the PERATON Software and any information obtained in violation of this provision shall be deemed confidential information owned exclusively by PERATON.

b. Operating License. Subsequent to Acceptance and payment of all amounts due to PERATON by Customer, Customer shall upon Acceptance be granted a paid-up, perpetual, non-exclusive, not transferable operating license in object code form to install, store, load, execute and display (collectively, “Use”) the PERATON Software on the Equipment located at the Customer’s Operations Center in support of Customer’s local area emergency dispatch service. Customer may make one (1) archival copy for back-up purposes.

PERATON reserves all rights not expressly granted. This license is for Customer’s internal use on the configuration of Equipment specified in the contract under which the software was installed by PERATON. Use by or for the benefit of any third party or on any other configuration of equipment (including upgrades to Equipment or components thereof, such as upgrading to a higher performance processor) shall require written authorization and payment of additional license fees. This license is for operations use only and does not authorize Customer to make any alterations, adaptations, translations or derivative works. Customer shall execute any standard licensing agreement(s) necessary for any third party software subject to the above PERATON Quote.

c. Confidentiality. Customer shall not allow any person, company, governmental agency, consulting firm or any other entity to have access to the software provided hereunder, other than employees of Customer who have a need to have access to such software in order for Customer to utilize such software for the purposes set forth herein. Should Customer allow such access without the express written consent of PERATON, then PERATON may terminate Customer’s license granted under this Agreement. Disclosure of such proprietary information will cause irreparable injury for which monetary damages will not be a sufficient remedy. Accordingly, in addition to other remedies available at law or in equity, PERATON shall be entitled to temporary or permanent injunctive relief, without the necessity of proving actual damages, to enforce the provisions of this Agreement.

10. WARRANTY; REMEDIES.

a. Warranties. Unless specified to the contrary in the Scope of Work, for a period commencing on the date of successful completion of the Work, or acceptance by beneficial use, whichever occurs first, and thirty (30) days thereafter, PERATON warrants that (i) the software provided by it under this Agreement shall perform in accordance with the Quote; and (ii) the services performed by it under this Agreement shall be performed in accordance with

PERATON SYSTEMS CORPORATION

PUBLIC SAFETY PRODUCTS

STANDARD TERMS AND CONDITIONS

© Copyright Peraton, Inc. – 2022
the ordinary skill and care which would be reasonably executed by those who are knowledgeable, trained and experienced in rendering the services required at the time such services are performed. The warranty and maintenance for equipment shall be in accordance with the provisions received from the supplier. No such performance warranties are applicable to Time and Materials quotes.

THESE WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER

WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,

INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND

ANY WARRANTY WHICH MAY ARISE BY REASON OF USAGE OF
TRADE OR CUSTOM OR COURSE OF DEALINGS.

b. Remedies. (1) If, during the warranty period specified in Section a., above, Customer (a) discovers that the equipment provided by PERATON under this Agreement is not in accordance with the express warranty set forth in Section a., and (b) notifies PERATON in writing, of such, then PERATON shall, without charge to Customer and on behalf of Customer, be responsible for the enforcement of, or will perform without charge, the applicable obligations which the supplier of such equipment may have with respect to repairing or replacing such equipment to the extent necessary to correct such defects.

(2) If, during the warranty period specified in Section a., above, Customer (a) discovers reproducible defects in the software provided by PERATON under this Agreement, such that the software will not perform in accordance with the express warranty set forth in Section a., and (b) notifies PERATON, in writing, of such defects, then PERATON shall, without charge to Customer, correct such defects.

(3) If, during the warranty period specified in Section a., Customer (a) discovers that the services performed by PERATON under this Agreement had not been performed in accordance with the express warranty set forth in Section (a)., and (b) notifies PERATON in writing of such faulty services, then PERATON shall, without charge to Customer, re-perform such services to the extent necessary to correct the fault therein.

(4) Every claim that PERATON’s goods or services are faulty shall be deemed waived unless such claim is made in writing during the warranty period specified in a. above.

(5) THE REMEDIES SET FORTH IN THIS SECTION B. ARE IN LIEU

OF AND EXCLUDE ALL OTHER REMEDIES AVAILABLE TO THE

CUSTOMER RELATING TO WARRANTIES FOR PRODUCTS AND
SERVICES PROVIDED UNDER THIS AGREEMENT.

11. CONTRACT AMOUNT AND PAYMENT SCHEDULE. Unless set forth to the contrary in the Quote for Services, payment shall be due as follows:

a. Hardware and Third-Party Software and Services - 100% of the purchase price for the hardware shall be paid upon delivery to the Customer site.

Partial deliveries, invoicing, and payment based on line item pricing provided by PERATON shall be permitted.

b. PERATON license fees shall be paid upon acceptance of PERATON quotation or issuance of purchase order.

c. PERATON Software, Services, and Miscellaneous (Includes hardware delivery and installation. Bonding is not included unless specifically provided in the PERATON Quote for Services)

1.) Upon Acceptance of PERATON
Quotation/Issuance of Purchase Order 50%

2.) Upon Installation of Software or Modifications 40%

3.) Upon Acceptance as provided in Section 7 above 10%
Total Software, Services, & Miscellaneous 100%
d. Any Time and Materials quotes shall be invoiced no more often than monthly.

12. SALES AND USE TAXES. Customer shall be liable for all federal, state and local sales use and excise taxes, which become due as a consequence of this Agreement.

Customer shall be liable for any increase in tax rates or change in the scope of tax assessments whether due to changes in any statutes or interpretation by any taxing authority.

Customer shall not be liable for the payment of such taxes, provided it shall furnish to PERATON an exemption certificate sufficient to exempt PERATON from the payment of all such sales, use and excise taxes. Should any such certification furnished not be sufficient to exempt PERATON from the payment of such taxes, Customer shall indemnify and hold PERATON harmless for all such taxes assessed.

13. DISPUTES. (a) Except as specifically provided for elsewhere in this Agreement, all claims and controversies arising out of or relating to this Agreement shall be subject to binding arbitration in California by a single arbitrator in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”), and judgment on the award rendered by the arbitrator may be entered into a court having jurisdiction thereof.

Not withstanding any rules or practices of AAA, discovery in any such proceeding shall be limited to no more than three depositions and 25 uncompounded interrogatories or requests for admission per party. The prevailing party in any arbitration proceeding hereunder, as determined by thee arbitrators or in any legal proceedings or actions to enforce the abitral award shall be entitled to recover its reasonable attorney’s fees and costs. The parties expressly agree that the arbitrator shall not have the right to award punitive damages.

(b) Notwithstanding paragraph b. above, nothing in this Agreement shall be deemed to preclude either party from seeking equitable or injunctive relief in any court of competent jurisdiction for breach of Article 9 or 18 of this Agreement. The prevailing party in any such judicial proceeding shall be entitled to recover its reasonable attorney’s fees and costs. The parties expressly agree that the court in such a proceeding shall not have the power to award punitive damages

14. FORCE MAJEURE. In the event that, due to causes beyond the control of and without the fault or negligence of PERATON, PERATON fails to meet any of its obligations under this Agreement, such failure shall not constitute a default in performance, and Customer shall grant to PERATON such extensions of time and make other arrangements, additions, or revised payments as shall be reasonable under the circumstances.

15. TERMINATION AND DEFAULT.

(a) Termination for Cause. If PERATON should persistently or repeatedly refuse or should fail, except in cases for which extension of time is provided, to provide enough properly skilled workers or proper materials, or persistently disregard laws and ordinances, or not proceed with work or otherwise be guilty of, a substantial violation of any provision of this Agreement, Customer shall give PERATON ninety (90) calendar days written notice. Upon receipt of such termination notice, PERATON shall be allowed ninety (90) calendar days to cure such deficiencies.

(b) Termination for Convenience. The work may be terminated, in whole or in part, by the Customer at its sole discretion upon written notice to PERATON, whenever, for any reason, Customer shall determine that such termination is in its best interests.

Such notice to be effective must be in writing and tendered to PERATON at least fourteen (14) days prior to the effective date of termination specified therein, during which period PERATON will endeavor to mitigate and minimize costs relating to and/or rising from the

PERATON SYSTEMS CORPORATION

PUBLIC SAFETY PRODUCTS

STANDARD TERMS AND CONDITIONS

© Copyright Peraton, Inc. – 2022
termination. Upon receipt of such written notice of termination, PERATON shall within ninety (90) days after the date of termination, submit an invoice for all work performed prior to the effective date of termination and all costs incurred by PERATON (plus a reasonable profit) relating to and/or arising from the work or its termination. Such costs shall include but not limited to: prepaid travel and or travel change charges, restocking fees and termination and settlement of subcontract and subcontract claims and personnel costs relating to employees assigned to the terminated work who are awaiting reassignment for a period not to exceed thirty dates from the effective date of termination.

Customer shall pay such invoice within thirty (30) days of receipt.

16. ASSIGNMENT. Nothing herein shall restrict the right of PERATON to assign this Agreement in connection with any corporate sale merger, acquisition or consolidation or in connection with the sale of related and/or similar business assets.

17. PATENTS. PERATON shall indemnify, defend, and hold free and harmless Customer, its officers and employees from all liabilities, claims, damages, costs, or expenses, including, but not limited to attorney’s fees, imposed upon them or any of them, for any alleged infringement of patent rights or copyrights of any person or persons in consequence of the use by Customer, its officers, employees, agents, and other duly authorized representatives of articles or processes supplied to Customer hereunder by PERATON.

If a final injunction is obtained in such action against Customers use of the products or if in PERATON’s opinion the products are likely to become the subject of a claim of infringement, PERATON will, at its option and entirely at its expense, either: (a) procure for Customer the right to continue using the products; (b) replace or modify the same (provided that such modifications do not adversely affect Customers intended use of the products) so that the products become non-infringing; or (c) if none of the foregoing alternatives is reasonably available to PERATON, refund in full all moneys paid by Customer in respect to such infringing products only and accept return of same.

18. SECURITY AND PRIVACY. PERATON agrees that none of its officers or employees shall use or reveal any research or statistical information furnished by any person and identifiable to any specific private person for any purpose other than the purpose for which it was obtained. Copies of such information shall not, without the consent of the person furnishing such information, be admitted as evidence or used for any purpose in any action, suit, or other judicial or administrative proceedings, unless ordered by a court of competent jurisdiction. Customer shall be notified immediately upon receipt of any such order of court, pertaining to production of such information.

19. INDEMNITY. PERATON shall indemnify, defend and hold harmless Customer from and against any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorneys' fees) and liabilities, of, by, or with respect to third parties, which arise solely from PERATON’s negligent performance of services under this Agreement. PERATON shall not be responsible for, and Customer shall indemnify and hold harmless PERATON from and against, any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorneys' fees) and liabilities, of, by, or with respect to third parties, which arise solely from Customer's negligence. With respect to any and all claims, demands, suits, actions, proceedings, judgments, losses, damages, injuries, penalties, costs, expenses (including attorneys' fees) and liabilities of, by or with respect to third parties, which arise from the joint for concurrent negligence of PERATON and the Customer, each party shall assume responsibility in proportion to the degree of its respective fault.

20. LIMITATION OF LIABILITY. In no event shall either party hereto be liable for special, indirect, consequential or punitive damages of any nature. PERATON shall not be liable for damages, for any reason, in excess of the value of the Scope of Work as set forth in the Quote for Services.

21. CONTRACT REPRESENTATIVES. Any changes in the method or nature of work to be performed under this Agreement must be processed by Customer through PERATON’s Contracts Manager. Upon acceptance of the PERATON Quote for Services, Customer will name its representative who will represent Customer under this Agreement.

22. VALIDITY. The invalidity, in whole or in part, of any provision of these terms and conditions shall not void or affect the validity of any other provision of these terms and conditions.

23. GOVERNING LAW. This Agreement shall be governed according to the laws of the Commonwealth of Virginia.

24. INSURANCE. Without limiting PERATON’s indemnification of Customer, PERATON shall provide and maintain, at its own expense, during the term of this Agreement, the following programs of insurance covering its operations hereunder. Such insurance shall be provided by insurer(s) licensed to do business in the state and evidence of such programs shall be delivered to Customer within thirty (30) days of request.

A. Liability and Property

Such insurance shall be primary to and not contributing with any other insurance maintained by Customer, shall name Customer as an additional insured and shall include:

Comprehensive General Liability insurance endorsed for Independent Contractor Coverage, Premises-Operations Coverage, Products/Completed Operations Coverage, Contractual Liability, Broad Form Property Damage, and Personal Injury with a combined single limit of not less than One Million Dollars ($1,000,000) per claim; and, Comprehensive Auto Liability endorsed for all owned and non-owned vehicles with a combined single limit of at least Five Hundred Thousand Dollars ($500,000).

B. WorkersCompensation

A program of workerscompensation insurance in an amount and form to meet all applicable requirements of the Labor Code of the State in which the services are being delivered and which specifically covers all persons providing services on behalf of PERATON and all risks to such persons under this Agreement.

25. TITLE AND RISK OF LOSS. Title to all equipment provided hereunder shall pass to Customer upon payment of all amounts due PERATON under this Agreement. Risk of loss shall be borne by PERATON until delivery to the Customer’s site. Customer shall pay any personal property taxes, which may be assessed on the equipment beginning at the time of purchase.

** NOTICE OF PROPRIETARY INFORMATION **
This document contains Peraton Proprietary Information including trade secrets and shall not be duplicated, used, or disclosed (in whole or in part) without the express written authorization of Peraton. This document may be used by the authorized recipient solely for internal purposes.

July 21, 2022

Chief Phil Ambrose CR-154226

Verdugo Fire Communications Center
421 Oak Street
Glendale, CA 91204

Transmitted via email to: [email protected]

Dear Chief Ambrose,

Peraton is pleased to provide a Firm Fixed-Price (FFP) quotation to add Automatic Voice Dispatch functionality to the CommandPoint® CAD System at Verdugo Fire.

Overview
Upon the receipt of a properly executed Purchase Order and subsequent mutually agreed to schedule, Peraton will provide the software and services described in the following scope of work.

Scope of work
Peraton will modify the current Verdugo CommandPoint® CAD system to enhance the CAD notification service to send out two notifications for each dispatch; one notification will go out to USDD and a second notification will go out to FIRSTIN/WESTNET. The CAD enhancement will include a configuration and check to allow unit statuses to process two station alerts.

The provided Services consist of the following:

1. Conduct a remote project kick-off meeting to review the project schedule, dependencies, planned activities, and Verdugo responsibilities throughout the project.

2. Software development for the enhancement.

3. Remotely deploy the interface into the Verdugo CommandPoint® environment and conduct Verdugo environment testing to ensure that the functionality works per Peraton Financial & Regulatory BU Public Safety OU First Responder Solutions 7575 Colshire Drive McLean, Virginia 22102 Chief Phil Ambrose July 21, 2022
Verdugo Fire Communications Center CR-154226
City of Glendale California Page 2 of 4

** NOTICE OF PROPRIETARY INFORMATION **
This document contains Peraton Proprietary Information including trade secrets and shall not be duplicated, used, or disclosed (in whole or in part) without the express written authorization of Peraton. This document may be used by the authorized recipient solely for internal purposes.

requirements provided by Jason Pfau.

Customer Responsibilities

Verdugo will be responsible for the following prior to the start of the project (except as otherwise noted):

1. Provide a dedicated project manager/single point-of-contact to work with and coordinate all interface activities and communication with the Peraton project manager, including (but not limited to) requesting and coordinating with any needed 3rd-party vendors.

2. Provide remote access of the Verdugo environments for installation and testing.

3. Provide all network configuration changes and any other interface setup items identified in the project kick-off meeting in advance of any interface installation, configuration and testing work by Peraton

4. Ensure qualified Verdugo personnel are available for testing, acceptance criteria review, and final acceptance testing. Ensure proper technical staff are available throughout the project to assist Peraton staff when needed

Failure to satisfy the requirements as identified above per the mutually agreed to schedule will entitle Peraton to request equitable adjustment if cost or schedule impacts are incurred as a result.

Acceptance Criteria

Acceptance of the Automatic Voice Dispatch enhancement shall occur once SOW service items 1- 3 above have been delivered to the Verdugo Fire Communications Center.

Assumptions

 All development work will be done remotely
 All installation work will be done remotely.
 Automatic voice dispatch will be facilitated via the USDD interface with a notification to USDD stations and FIRSTIN/WESTNET stations.
 Verdugo will ensure that Automatic Voice Dispatch is enabled for USDD stations.

Chief Phil Ambrose July 21, 2022
Verdugo Fire Communications Center CR-154226
City of Glendale California Page 3 of 4

** NOTICE OF PROPRIETARY INFORMATION **
This document contains Peraton Proprietary Information including trade secrets and shall not be duplicated, used, or disclosed (in whole or in part) without the express written authorization of Peraton. This document may be used by the authorized recipient solely for internal purposes.

Price and Payment

The FFP pricing is listed in the table below:

Item # Item Description Price
1 Verdugo Fire Communications Center Automatic Voice Dispatch Development, Installation, and Testing.
$14,607.00
2 (plus appropriate state taxes)
3 Total $14,607.00

Period of Performance

The Period of Performance will begin once a signed Purchase Order (PO) or other procurement vehicle is provided to and accepted by Peraton. Upon award acceptance, a mutually-agreed upon implementation schedule for the procured enhancement will be scheduled.

The base POP for the Automatic Voice Dispatch enhancement is anticipated to be two (2) months in duration and dependent upon resource availability.

Payment Milestones
The payment milestones for this change order are as follows:
 50% of Services upon receipt of Purchase Order or other procurement vehicle: $7,303.50  50% of Services upon installation on the Verdugo Live CAD system: $7,303.50 Applicable taxes (if any) will be added to each invoice.

Terms and Conditions
The attached Peraton standard terms and conditions apply to this quotation unless noted otherwise herein. Upon receipt of the final firm fixed-price quote, a purchase order including quote number CR-154226, should be sent to my attention at [email protected] to procure the software and services contained in this quotation.

This quotation is valid for 90 days unless extended in writing by Peraton.

Peraton sincerely appreciates the opportunity to respond to the needs of your agency. Please contact me or Dwain Saulsberry (312) 841-9593 if you need additional information.

Chief Phil Ambrose July 21, 2022
Verdugo Fire Communications Center CR-154226
City of Glendale California Page 4 of 4

** NOTICE OF PROPRIETARY INFORMATION **
This document contains Peraton Proprietary Information including trade secrets and shall not be duplicated, used, or disclosed (in whole or in part) without the express written authorization of Peraton. This document may be used by the authorized recipient solely for internal purposes.

Sincerely,

Sent Via E-Mail – Cynthia Williams

Cynthia Williams
Contracts Administrator
Phone: (865) 712-7826
[email protected]

cc: Florian Kogelnik
Chris Valvo
Vinnie Lavelle
Diana Meadows
Vivian Ho
Dwain Saulsberry
Contract File

September 22, 2022 CR-142501

Chief Phil Ambrose
Verdugo Fire Communications Center
421 Oak Street
Glendale, CA 91204

Transmitted via email to: [email protected]

Dear Chief Ambrose,

Peraton is pleased to provide a Firm Fixed-Price (FFP) quotation to provide professional services to support the Hardware refresh for your CAD system. Specifically, we will provide migration services to port your production CAD system over to a new server and SAN platform. This quotation does not include the hardware, or third-party software required for the Verdugo CAD system.

Overview

Upon the receipt of a properly executed Purchase Order and subsequent mutually agreed to schedule, Peraton will provide the professional services described in the following scope of work.

Scope of Work

Virtual Machines will be created and configured to host all existing CAD server components currently in production at the customer site. All CommandPoint® CAD applications will be installed and configured within the new virtual machines. Peraton staff will work with Verdugo staff to ensure that all critical CAD data is properly backed up to a City-supplied backup solution.

Following full build out of the new system, a current copy of the production database and software will be copied to the new virtual systems followed by a high-level checkout/validation of the system.

Following successful completion of the system validation, a cutover will be performed where the production CAD system and database will be shut down and copied over to the new virtual system.

The virtual machines from the current system will be powered down and the new system brought online. If there is a need to fall back to the previous system, the reverse can be performed to bring the old system online.

Peraton Financial & Regulatory BU Public Safety OU First Responder Solutions 12975 Worldgate Drive Herndon, VA 20170

Chief Phil Ambrose August 24, 2022
Verdugo Fire Communications Center CR-142501
City of Glendale California Page 2 of 5

** NOTICE OF PROPRIETARY INFORMATION **
This document contains Peraton Systems Corporation. Proprietary Information including trade secrets and shall not be duplicated, used, or disclosed (in whole or in part) without the express written authorization of Peraton Systems Corporation. This document may be used by the authorized recipient solely for internal purposes.

Peraton will perform the following tasks on this project:

1. Remote Kick-off meeting at the start of the project to discuss project schedule and implementation logistics.

2. Work with the City to create Virtual Machines to support all CAD applications, including live, test and training.

3. Work with the City to properly size storage for each application and database Virtual Machine

4. Setup Windows Operating systems and Windows clustering as required.

5. Provide onsite data migration and Go-Live support of the existing Live CAD system to the new virtual system.

6. Work with Verdugo to ensure that all critical CAD data is being backed up to a City provided backup solution.

IP Domain Change

As part of this hardware refresh, all virtual machines will be joined to a Windows Active Directory Domain that is specified by Verdugo Fire.

Verdugo will need to provide Peraton with an account with sufficient privileges on the domain to create domain objects. This is required to create Windows Server Failover Clusters.

Alternatively, Verdugo can pre-stage the required domain cluster objects.

Peraton will schedule a planning session with the appropriate engineers after the project has started, so that any questions can be answered.

GEO Installation and Configuration

Peraton will perform the following tasks on this project:

1. Install SQL Server 2019

2. Support install ArcGIS Server 10.9 on TEST/TRAIN

3. Support install Geo Server 10.8.x on TEST/TRAIN

4. Publishing of Map Services for ViewPoint

5. Configuration of Map Services for ViewPoint

6. Geo Event Processor Install and Configuration for ViewPoint

7. Plume Modeling Setup

8. Transfer models onsite and load data onto ALL new servers

9. Install and configure ArcGIS Pro 2.9 (or 2.6.6) and Desktop 10.8 on separate GIS workstation

10. Clone TEST/TRAIN for LIVE1 setup

11. Re-configure LIVE1

12. Clone LIVE for LIVE2/DR1/DR2 setup

13. Re-configure and License remaining servers

Chief Phil Ambrose August 24, 2022
Verdugo Fire Communications Center CR-142501
City of Glendale California Page 3 of 5

** NOTICE OF PROPRIETARY INFORMATION **
This document contains Peraton Systems Corporation. Proprietary Information including trade secrets and shall not be duplicated, used, or disclosed (in whole or in part) without the express written authorization of Peraton Systems Corporation. This document may be used by the authorized recipient solely for internal purposes.

Customer Responsibilities

The City of Verdugo will be responsible for the following:

1. Provide the hardware required for processing, storage, and memory.

2. Provide load-balancing solution.

3. Provide third-party software (Oracle, SQL, VMware, ESRI).

4. VMWare vSphere software will be installed and configured on City provided servers.

5. VM Migration and/or VM replication will be configured by the City, with input provided by Peraton Engineers.

6. Provide annual maintenance for the hardware and third-party software mentioned above.

7. Provide a dedicated project manager/single point-of-contact to work with and coordinate all project activities with the Peraton project manager, including (but not limited to) requesting and coordinating with any needed 3rd-party vendors and Verdugo Fire personnel.

8. Provide temporary IP address for use for transferring databases from live system to new virtual system.

9. Ensure qualified Verdugo personnel are available to support the Peraton personnel throughout the onsite integration, testing, and cutover activities as needed to setup and configure the new hardware and test all components including all existing interfaces in accordance to the mutually agreed to schedule.

10. Provide remote access to the current system and new system once installed.

11. Provide a master network time source for new hardware time synchronization (it is anticipated to be the same one in use on the current CAD).

12. Provide access to the existing terminal servers for serial interface connections from the new hardware.

13. Provide all needed seismic bracing of the new hardware upon delivery to site in the selected computer room location.

14. Provide reliable site to site network connectivity with latency of less than 30ms.

Acceptance Criteria

The enhancement will be considered complete and accepted when:
 Verdugo’s components of their current CP CAD Live system have been migrated to the new VMware VSphere platform; or,
 Thirty days after the new hardware and VMware solution has been in place at Verdugo and certified as ready for go-live whichever comes first.

Chief Phil Ambrose August 24, 2022
Verdugo Fire Communications Center CR-142501
City of Glendale California Page 4 of 5

** NOTICE OF PROPRIETARY INFORMATION **
This document contains Peraton Systems Corporation. Proprietary Information including trade secrets and shall not be duplicated, used, or disclosed (in whole or in part) without the express written authorization of Peraton Systems Corporation. This document may be used by the authorized recipient solely for internal purposes.

Price and Payment

The fixed price to implement this enhancement is:

Item # Description Price
1 Peraton Professional Services $ 145,689.00 Total $ 145,689.00

Payment Milestones

The payment milestones for this change order are as follows:

Milestone Percentage Amount
Receipt of Purchase Order / Amendment 50% $ 72,844.50 Completion of CAD installation, testing, and
cutover 50% $ 72,844.50
Total $ 145,689.00

Applicable taxes (if any) will be added to each invoice.

Period of Performance

The Period of Performance will extend no more than four (4) months from the time this quotation is executed and scheduled with extensions possible with the understanding the pricing may be revised at the time of extension. This also assumes that we do not have major delays receiving hardware parts from Hewlett Packard Enterprise.

Terms and Conditions

Peraton Public Safety Systems Standard Terms and Conditions as attached, are applicable to and made a part of this proposal. A purchase order, which should include quote number CR-142501, should be sent to my attention at [email protected] to procure the services contained in this quotation.

A timeline for delivery will be established upon receipt of a purchase order from the City of Verdugo.

This quotation is valid for 90 days unless extended in writing by Peraton.

Chief Phil Ambrose August 24, 2022
Verdugo Fire Communications Center CR-142501
City of Glendale California Page 5 of 5

** NOTICE OF PROPRIETARY INFORMATION **
This document contains Peraton Systems Corporation. Proprietary Information including trade secrets and shall not be duplicated, used, or disclosed (in whole or in part) without the express written authorization of Peraton Systems Corporation. This document may be used by the authorized recipient solely for internal purposes.

Peraton sincerely appreciates the opportunity to respond to the needs of your agency. Please contact me at (865) 712-7826 or Dwain Saulsberry at (312) 841-9593 if you need additional information.

Sincerely,

Sent Via E-Mail – Cynthia Williams

Cynthia Williams
Contracts Administrator
Phone: (865) 712-7826
[email protected]

cc: Florian Kogelnik
Chris Valvo
Vivian Ho
Dwain Saulsberry
Contract File

Attachments:
 Peraton Public Safety Systems Standard Terms and Conditions

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