HomeMy WebLinkAboutCI TECHNOLOGIES INCINSURANCE NOT ON FILE N-2020-005
WORK MAY NOT PROCEED
CLERK OF COUNCIL
DATE: SOFTWARE MAINTENANCE AND SUPPORT AGREEMENT
WITH CI TECHNOLOGIES
THIS AGREEMENT is made and entered into on this 2nd day of December, 2019 by and between Cl
Technologies, Inc., a Florida corporation, ("Contractor'), and the City of Santa Ana, a charter city and
municipal corporation organized and existing under the Constitution and laws of the State of California
("City").
RECITALS
A. The City desires to retain a Consultant having special skill and knowledge in the field of
software maintenance and support for the IA Pro and Blue Team administrative investigation
software programs.
B. Consultant represents that it is able and willing to provide such services to the City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this Agreement
will be performed in compliance with such standards as may reasonably be expected from a
professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms
and conditions hereinafter set forth, the parties agree as follows:
SCOPE OF SERVICES
Consultant shall perform software maintenance and support services as needed by the City of
the lA Pro and Blue Team software programs purchased by the City. The scope of the maintenance
and support services is outlined and set forth in Exhibit A, attached hereto and incorporated by
reference.
2. COMPENSATION
City agrees to pay, and Consultant agrees to accept as total payment for its services for
City, the rates and charges identified in Exhibit B. The total amount to be expended during
the term of this Agreement shall not exceed $25,000, including any extension period per
Section 3, below. The base amount for this agreement includes the total amount listed in
Quote #759 dated October 24, 2019. The remaining contingency funds may be used for
any work approved at the sole discretion of the City.
b. City agrees to pay for services rendered by the Consultant from September 1, 2019, to the
effective date of this Agreement noted in Section 3, below.
Payment by City shall be made within forty-five (45) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need
not be made for work which fails to meet the standards of performance set forth in the
Recitals which may reasonably be expected by City.
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3. TERM
This Agreement shall commence the date first written above and continue until August 31,
2022 with the option for the City to grant up to a two (2) one (1) year renewals, exercisable by a
writing by the City Manager and the City Attorney, unless terminated earlier in accordance with
Section 13. below.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an independent
Consultant and not an employee of the City. This Agreement is not intended nor shall it be construed
to create an employer -employee relationship, a joint venture relationship, or to allow the City to
exercise discretion or control over the professional manner in which Consultant performs the services
which are the subject matter of this Agreement; however, the services to be provided by Consultant
shall be provided in a manner consistent with all applicable standards and regulations governing such
services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment
insurance and similar taxes relating to employees and shall be responsible for all applicable
withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall maintain and
shall require its subcontractors, if any, to obtain and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents, volunteers
and representatives as additional insured(s) and shall include, but not be limited to
protection against claims arising from bodily and personal injury, including death
resulting therefrom and damage to property, resulting from any act or occurrence
arising out of Contractor's operations in the performance of this Agreement, including,
without limitation, acts involving vehicles. The amounts of insurance shall be not less
than the following: single limit coverage applying to bodily and personal injury,
including death resulting therefrom, and property damage, in the total amount of
$1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a)
name the City, its officers, employees, agents, and representatives as additional
insured(s); (b) be primary and not contributory with respect to insurance or self-
insurance programs maintained by the City; and (c) contain standard separation of
insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage
for owned, hired and non -owned automobiles.
C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700
of the Labor Code, Contractor, if Consultant has any employees, is required to be
insured against liability for worker's compensation or to undertake self-insurance.
Prior to commencing the performance of the work under this Agreement, Consultant
agrees to obtain and maintain any employer's liability insurance with limits not less
than $1,000,000 per accident.
#19375v1 Page 2 of 7
d. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
i. Consultant shall maintain all insurance required above in full force and effect
for the entire period covered by this Agreement.
ii. Certificates of insurance shall be furnished to the City upon execution of this
Agreement and shall be approved by the City.
iii. Certificates and policies shall state that the policies shall not be canceled or
reduced in coverage or changed in any other material aspect without thirty (30)
days prior written notice to the City.
iv. Where the amounts or coverage provided by the certificates of insurance
provides coverage greater than those listed by this Agreement, the amounts
provided by the certificates of insurance shall be incorporated by reference into
the Agreement.
V. Consultant shall supply City with a fully executed additional insured
endorsement.
e. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has
been procured and is in force and paid for, the City shall have the right, at the City's
election, to forthwith terminate this Agreement. Such termination shall not affect
Contractor's right to be paid for its time and materials expended prior to notification
of termination. Consultant waives the right to receive compensation and agrees to
indemnify the City for any work performed prior to approval of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including death, and claims for property damage, which may arise from the negligent
operations of the Contractor, its subcontractors, agents, employees, or other persons acting on its behalf
which relates to the services described in section I of this Agreement; and (2) from any claim that
personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of
the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement
applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered,
or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the
terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold
harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to
be selected by the City, regarding any action by a third party challenging the validity of this Agreement,
or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief
due to personal or property rights arises by reason of the terms of, or effects arising from this
Agreement. City may make all reasonable decisions with respect to its representation in any legal
proceeding. Notwithstanding the foregoing, to the extent Contractor's services are subject to Civil
Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Contractor.
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RECORDS
Consultant shall keep records and invoices in connection with the work to be performed under
this Agreement. Consultant shall maintain complete and accurate records with respect to the costs
incurred under this Agreement and any services, expenditures, and disbursements charged to the City
for a minimum period of three (3) years, or for any longer period required by taw, from the date of
final payment to Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts
or copies of such records and any other documents created pursuant to this Agreement during regular
business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and
activities related to this Agreement for a period of three (3) years from the date of final payment to
Consultant under this Agreement.
8. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such information
is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use
or disclose such information except in the performance of this Agreement, and further agrees to
exercise the same degree of care it uses to protect its own information of like importance, but in no
event less than reasonable care. "Confidential Information" shall include all nonpublic information.
Confidential information includes not only written information, but also information transferred orally,
visually, electronically, or by other means. Confidential information disclosed to either party by any
subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of
non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly
available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c)
is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or (e) is independently developed by the Consultant without reference
to information disclosed by the City.
9. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
10. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital status,
sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable
law, in the recruitment, selection, training, utilization, promotion, termination or other employment
related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all
applicable federal, state and local laws and regulations.
11. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the
event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this
Agreement shall prevail. This Agreement may not be modified except by written instrument signed
#19375v1 Page 4 of 7
by the City and by an authorized representative of Contractor. The parties agree that any terms or
conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the
terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this
Agreement acknowledges that no representations, inducements, promises or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf of any party, which is not
embodied herein.
12. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without the
City's prior written consent shall be considered null and void. Nothing in this Agreement shall be
construed to limit the City's ability to have any of the services which are the subject to this Agreement
performed by City personnel or by other Contractors retained by City.
13. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
a. As a condition of such payment, the Executive Director may require Consultant to
deliver to the City all work product(s)completed as of such date, and in such case such
work product shall be the property of the City unless prohibited by law, and Consultant
consents to the City's use thereof for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
14. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or granted
by the provisions of this Agreement shall be effective unless it is in writing and signed by the party
waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall
be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any
waiver constitute a continuing waiver unless the writing so specifies.
15. JURISDICTION - VENUE
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.
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16. PROFESSIONAL LICENSES
Consultant shall, throughout the term of this Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and
required by the laws and regulations of the United States, the State of California, the City of Santa Ana
and all other governmental agencies. Consultant shall notify the City immediately and in writing of
its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said
inability shall be cause for termination of this Agreement.
17. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall
be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or
certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner
provided in this Section, to the following persons:
To City:
Clerk of the City Council
City of Santa Ana
20 Civic Center Plaza (N-1-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax: 714- 647-6956
With courtesy copies to:
Chief of Police
City of Santa Ana
20 Civic Center Plaza (M-95)
P.O. Box 1988
Santa Ana, California 92702
Fax: 714-245-8094
To Contractor:
CI Technologies, Inc.
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A party may change its address by giving notice in writing to the other party. Thereafter, any
communication shall be addressed and transmitted to the new address. If sent by mail, communication
shall be effective or deemed to have been given three (3) days after it has been deposited in the United
States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent
by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after
the time set forth on the transmission report issued by the transmitting facsimile machine, addressed
as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or
City holidays shall be excluded.
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18. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature herein below has the power,
authority and right to bind their respective parties to each of the terms of this
Agreement, and shall indemnify City fully, including reasonable costs and attorneys
fees, for any injuries or damages to City in the event that such authority or power is
not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto steal I be incorporated as if fully set
forth in the body of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first
above written.
ATTEST:
Daisy Gomez
Clerk of the Council
APPROVED AS TO FORM:
SONIA R. CARVALHO
Citv PAtorney
Tamara Bogosian
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
Davie tm
hiefof Police
CITY OF SANTA ANA
Kristine Ridge
City Manager
CONSULTANT:
By:
Fide:
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Exhibit A - Provision of Technical Support Services
While the annual maintenance agreement is in -effect, CI Technologies will provide technical support to
Customer as follows:
Availability: Via our 1-800 number and personal cell phones during normal working hours. Also, e-mail for
lower priority issues. We typically make ourselves available after working hours if a high priority problem
is pending.
Two hours is our typical response time to medium and high priority calls. We typically respond to call or
e-mails related to training or usage issues within 24 hours.
The following escalation procedures will be employed to insure an appropriate response to any
interruption of service in order to minimize downtime. Problems are addressed quickly during the hours
of 8:OOam and 6:00pm EST Monday through Friday excluding Holidays and weekends.
General problem reporting and resolution procedures
When a problem is encountered during regular business hours, the following steps will be preformed:
Customer users will ideally first contact the IAPro designated coordinator of Customer. This will probably
be a person in either the IA or IT areas who is most familiar with IAPro.
(Please note: Users are also welcome to call CI Technologies directly, but Including the IAPro designated
coordinator in problem resolution is desired.)
If the problem seems to require assistance from CI Technologies, they will be contacted at this point.
Otherwise, the Customer IAPro designated coordinator will attempt to correct the problems. The IAPro
designated coordinator will verify network connects, resolve printer problems and any desktop issues
associated with using IAPro.
If internal City resources are unable to determine the cause of the failure, the IAPro designated
coordinator will contact CI Technologies. CI technologies will be notified through E-Mail and via phone.
CI Technologies resources will work with the Customer to diagnose the problem. After investigating the
issue, CI Technologies and the Customer will jointly categorize the problem into:
Type of Problem
Ownership
Server Hardware Problem
IT
Deskto Hardware Problem
IT
Network Communication
IT
Isolated Workstation Issue
IT
Database Performancelstora e
CI Technolo ies
Application or software related
CI Technolo ies
Problem Definition and Priority:
The following table provides a list of the types of problems that can be experienced. CI Technologies is
responsible for (but not limited to):
10
The system is unavailable.
Cases cannot be processed.
Efficiency/Performance/Throughput: System is
Showstopper
High
functional but does not match the performance
criteria,
System not performing as specified:
Showstopper
High
Functions are not executing correctly and are
stopping cases from being processed. No
workaround available.
User Error:
Training Issue/Questions
Low
Problem reported by user that was a result of
user error or misunderstanding.
Isolated workstation failure.
Enhancement:
Enhancement
Low
System does not perform the required
- These will be added to the
functionality. Functionality was not within
enhancement list and addressed
requirements.
with CI Technologies as needed.
System not performing as specified (workaround
Workaround Available
Medium
available). An error is experienced but the
Complex workaround
problem can be worked around.
Decrease system's
efficiency/performance/
throughput
Decreases user/departments
efficiency in completing tasks
Low
Workaround available
j
Easy to implement workaround.
No impact on system performance
No impact on user/department's
efficiency
Support Restore Requirements
The following table provides a guideline for restoration times in case of a problem:
High I Response within 2 hours of contact.
Resolution within 6 hours from time of notifying the vendor contact(s) through voice
mail (first level support contact) and e-mail.
If feasible, CI Technologies will provide after hours support into the evening or during
early morning hours.
Med Resolution within 2 business days from time of notifying the vendor contact(s) through
voice mail (first level support contact) and e-mail to the entire list.
Low I No resolution time designated.. Added to enhancement list or addressed through
Future releases are supported in the above manner as long as the annual maintenance agreement is in -
effect.
We provide a 24 hour toll free product support line with either a person or voice mail answering. From
8:30 AM — 5:30 PM EST a person is most likely to answer.
Old releases are supported up to 2 years after release of succeeding versions. Please note that
customers with a current annual maintenance agreement are provided the latest version of the software
to Include all customizations
W
EXHIBIT B
To Software Maintenance Agreement
FEE SCHEDULE
(1) Maintenance Fee: The Maintenance Fee for the Initial Term shall be the following amount of
money:
$ 3,183.62 for IAPro (September 2019 — August 2020)
$ 1,591.81 for BlueTeam (September 2019 — August 2020)
$ 3,183.62 for IAPro (September 2020 — August 2021)
$ 1,591.81 for BlueTeam (September 2020 — August 2021)
$ 3,247.30 for IAPro (September 2021— August 2022)
$ 1,623.65 for BlueTeam (September 2021— August 2022)
Will be billed beginning one year after purchase. No charge for maintenance during first 12
months of software ownership.
CIT:
CI Technologies, Inc.
PrintName T-1 Q.?-
Title: M-44,*A. 1 /4
Date:�Jll
Santa Ana Police Department
CUSTOMER:
Print
D.
ATTESr
CLERK
OF THE COUNCIL
Cl Technologies, Inc.
PO Box 534
Townsend. MA 01469
Name/Address
Santa Ana Police Department
460 Civic Center Pla/a
Santa Ana CA 92703
Estimate
Date
Estimate #
10/24/2019
'S9
Project
Description
Oty
Rate
Total
IAPro internal allairs/prolessional standards unit software annual
3, 183.62
3,183.62
maintenance renewal. Includes provision of product upgrades and
technical support via phone I'mr period: September 2019 - August
2020
BlucTeam annual maintenance including provision of all software
1,591.81
1,591.8t
upgrades, associated materials and technical support via phone and
e-mail for the following period: September 2019 - August 2020
IAPro internal affairs/professional standards unit software annual
3.183.62
3.18162
maintenance renewal. Includes provision ml'product upgrades and
technical support via phone for period: September 2020 - August
2021
BlueTeam annual maintenance including provision of all software
1,591.91
1,591.81
upgrades, associated materials and technical support via phone and
e-mail for the following period: September 2020 - August 2021
IAPro internal allairs/pmfessional standards unit software annual
3,247.30
3,247.30
maintenance renewal Includes proxision of product upgrades and
technical support via phone for period: September 2021 - August
2022
BlueTeam annual maintenance including provision of all software
1,623.65
1,623,65
upgrades, associated materials and technical support via phone and
e-mail for the following period: September 2021 - August 2022
'Please contact arl ,ci-tecltnoiogies.com or (800) 620-8504 est. 740 with questions
Total
USD 14,421.81