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HomeMy WebLinkAboutINTERACTIVE SYSTEMS0 At SERVICE AGREEMENT 3 THIS AGREEMENT is entered into on the A/d day of' by and between the City of Santa Ana, a charter city and municipalcwrporition of the state of California, (hereinafter CITY), and INTERACTIVE Systems, LLC (hereinafter INTERACTIVE), an independent contractor. WHEREAS, the CITY has need for special services; and WHEREAS, INTERACTIVE is specially trained, experienced, expert and competent to perform such special services; NOW THEREFORE, the parties mutually agree as follows'. INTERACTIVE hereby agrees to provide victim notification services (the SERVICE) as described herein and in the proposal attached to this AGREEMENT as Exhibit "A." The SERVICE will be provided in connection with the following correctional facilities: Santa Ana Jail. The Services will be provided to the City of Santa Ana Police Department. The CITY hereby agrees to purchase from INTERACTIVE the Services on the terms and er set forth. This AGREEMENTtions hereina� shall be effective as of they day Of Odwtm a,),ddi and continue for twelve consecutive months after the service is introduced in the community. This services will be introduced in accordance with the Implementation Schedule set forth in paragraph 7 of this AGREEMENT, provided the CITY complies with any required changes or modification in their existing automated system during that period. 0Al111111F*`1 1� 11 -'W-.-V-R4WJ Subject to the conditions and limitations contained herein, INTERACTIVE shall provide a victim notification service on a 24-hour a day, 7-day a week basis through its automated call center. This victim notification service shall herein be referred to as the "VINEO Service." Included in this service are the initial labor and expenses to p dedicate a special telephone number for the CITY's use of INTERACTIV , s-call center. The VINEO Service includes the processing of incoming and outgoing victim calls as well as other services which are described in the attached proposal, iotification calls only occur after the CITY and/or CITY OF SANTA ANA . Upon an automatic or manual notification signed POLICE DEPARTMENT / M-96 Fhe notification processes as defined in the VINE' 60 CIVIC CENTER PLAZA The CITY shall bear all costs associated with P.O. BOX 1981 SANTA ANA - CALIFORNIA 92702 existing automated system to provide r-ritur AFHER SERGEANT- (714) 245-8437 DISTRICT tNVEsTIGATIONS FAX (714) 245-8446 INTERACTIVE with data required for the notification signal. INTERACTIVE acts only in the capacity of a consultant to assist in this work. INTERACTIVE is responsible for all development associated with the processing of the notification signal and the actual notification attempts once the signal has been transmitted. Where applicable, costs of postage and srationary are excluded. 3. 2000 COMPLIANCE. INTERACTIVE warrants that the software product VINE', which is to be licensed for use by the CITY, is designed and performs in such a manner that, within limitations of current hardware and operating systems that are generally accepted as standard in the computer industry, the following conditions exist: • Calculation. storage, retrieval or transmission of data fields and date - dependent data will not cause the software to abnormally terminate or prgduce invalid results during use of the software product for the business purposes for which the product is designed. Century recognition and calculations accommodate same century and multi - century date values and provide date data interface values that reflect the century, • The above year 2000 features assume that the date data passed from the CITY's software has 4-character year fields and the data within those fields is accurate. • If a CITY's system changes such that a date field is sent from the CITY without century data, INTERACTIVE's system will default to the current century. The CITY is responsible for the continuation of data generation to the VINE® Interface with accurate century date. In the event the CITY is unable to provide the required data to the VINE® Interface due to any event affecting the CITY's booking system, or any other system used to generate inmate and/or victim data, the CITY is still bound by the terms and conditions of this AGREEMENT for the payment of the annual service fee, as outlined in paragraph 5(b) of this AGREEMENT. 4. SUPPLIES AND MATERIALS. INTERACTIVE shall make available certain materials and supplies to the CITY for use in introducing VINE'to the community. The creation of print, radio and television PSA's is included in the start up fees. Quantities of support materials such as brochures, victim cards, posters and similar material is included in start-up as indicated in the VINE" proposal that is part of this AGREEMENT. At the CITY's expense, additional quantities of support materials may be purchased. Page 2 of 9 5. PRICING. Prior to this AGREEMENT being valid, and service to begin, INTERACTIVE must receive a purchase order from the CITY to cover the following fees. a. Non -Recurring Startup pees. These fees are for establishing the system connection, startup training, and interface development. These fees are billed and due prior to work beginning on this project, The startup fees for services on this project are: $14,500.00 including Spanish Language. All startup fees must be paid in full prior to the service being initiated. CITY agrees to pay INTERACTIVE within thirty (30) days following the receipt of said invoice. CITY's payment is subject to review under CITY's standard accounting procedures b. Recurring Operational Fees These fees cover the annual cost of operating and supporting VINE. Hardware and Software service are included in this fee. All incoming and outgoing calls are included in these fees as well as 24 hour monitoring of the service and the cost of transmitting all data. These fees are billed on a monthly basis during the course of the AGREEMENT. INTERACTIVE will provide CITY with a monthly invoice detailing the services provided to CITY. Billing will begin no sooner than (1) moving the system into the production call center, or (2) the negotiated System Online date in the Implementation Schedule. The operational fees for the first twelve months of the VINE service will be $7,800.00. CITY agrees to pay INTERACTIVE within thirty (30) days following the receipt of said invoice. CITY's payment is subject to review under CITY's standard accounting procedures. 6. PERFORMANCE OF SERVICES NOT COVERED. The parties agree that should INTERACTIVE choose to perform, at the CITY's request, any services not covered by this AGREEMENT, the CITY shall compensate. INTERACTIVE for its direct labor, parts and subcontract work at the Standard Rate of $100.001hour and Overtime Rates of $140.00/hour. 7. IMPLEMENTATION SCHEDULE. An implementation Schedule "will be developed and agreed upon during the design phase of Installation. The completed schedule will be signed and attached to this AGREEMENT as Exhibit "B." Billings, as set forth in paragraph 5(b) of this AGREEMENT, will begin when the system is moved into the production call center, or (2) the negotiated System Online date in the Implementation Schedule, whichever occurs first. However, INTERACTIVE covenants that the system will be operational no later than 120 calendar days after the signing of this AGREEMENT. Page 3 of 9 8. INDEMNITY. a. Indemnification of INTERACTIVE. The CITY shall indemnify INTERACTIVE to the extent permitted by law and shall hold INTERACTIVE harmless against any damage, loss, cost or expense which INTERACTIVE may sustain or incur by reason of any claim, demand, suit or recovery by any person or entity arising out of the failure of the CITY to perform the CITY's obligations pursuant to this AGREEMENT. CITY shall not be liable under the foregoing indemnification provision to the extent any damage, loss, cost or expense results from the proportional negligence or willful misconduct of INTERACTIVE. b. Indemnification of CITY. Notwithstanding paragraph 8(a) hereof, INTERACTIVE shall indemnify the CITY and shall hold the CITY harmless against any damage, loss, cost or expense, which the CITY, may sustain or incur by reason of any claim, demand, suit or recover by any person or entity arising out of INTERACTIVE's performance (or nonperformance) of INTERACTIVE's obligations pursuant to this AGREEMENT. c. Limitation Period. Neither party hereto may assert against the other party any claim in connection with this AGREEMENT unless the asserting party has given the other party written notice of the claim within one (1) year after the asserting party first knew or should have known of the facts giving rise to such claim. 9. INSURANCE. Without limiting INTERACTIVE's indemnification, INTERACTIVE shall maintain in force at all times during the term of this AGREEMENT a policy, or policies, of insurance covering its operations as follows: Coverage Minimum Limits Workers' Compensation Statutory Comprehensive General Liability Insurance $1,000,000 Comprehensive General Liability Insurance shall contain the following clauses: a. "The City of Santa Ana is added as an additional insured as respects operations of the named insured performed under AGREEMENT with the City of Santa Ana." Page 4 of 9 b. "It is agreed that any insurance maintained by the City of Santa Ana shall apply in excess of and not contribute with, insurance provided by this policy." 10. FORCE MAJEURE. INTERACTIVE shall not bear any liability or responsibility whatsoever to any other party for any failure ro perform or delay caused by fire, earthquake, explosion, flood, hurricane, tornadoes, the elements, acts of God or the public enemy, restrictions, limitations or interference of governmental authorities or agents, war, invasion, insurrection, rebellion, riots. strikes or lockouts, inability to obtain necessary materials, goods, services, utilities or labor, or any other cause whether similar or dissimilar to the forgoing which is beyond the reasonable control of INTERACTIVE and any such failure or delay due to said causes or any of them. However, based on the inability of INTERACTIVE to perform its duties, a$ identified in this AGREEMENT, CITY shall not be obligated to pay for services not performed due to a force majeure and shall be refunded any payments for the time period for which INTERACTIVE does not perform its obligations as defined in this AGREEMENT. 11. ENTIRE AGREEMENT -- INCONSISTENT TERMS. This AGREEMENT includes the complete and exclusive statement of this AGREEMENT between the CITY and INTERACTIVE, and supersedes any and all other agreements, oral or written, between the parties. This AGREEMENT may not be modified except by written instrument signed by the CITY and by an authorized representative of INTERACTIVE. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate INTERACTIVE nor the CITY. 12. AGREEMENT RENEWALS. This AGREEMENT shall commence on the date first above written and continue for a term of one year thereafter, subject to extension as provided in this paragraph, unless sooner terminated pursuant to paragraph 13 herein below. This AGREEMENT may be extended by the mutual consent of CITY and INTERACTIVE for not more than two successive periods of one year each. If the CITY wishes to extend the AGREEMENT, CITY shall notify INTERACTIVE at least 30 days prior to end of the current AGREEMENT period. Any changes in pricing for the extension period will be mutually negotiated between INTERACTIVE and the CITY prior to AGREEMENT renewal. Page 5 of 9 13. TERMINATION OF AGREEMENT FOR CAUSE. If INTERACTIVE fails to perform INTERACTIVE's duties to the satisfaction of the CITY or if INTERACTIVE fails to fulfill in a timely and professional manner INTERACTIVE's obligations under this AGREEMENT or if INTERACTIVE shall violate any of the terms or provisions of this AGREEMENT or if INTERACTIVE, INTERACTIVE's agents or employees fail to exercise good behavior either during or outside of working hours that is of such a nature as to being discredit upon the CITY, then the CITY shall have the right to terminate this AGREEMENT effective immediately upon the CITY giving written notice thereof to the INTERACTIVE. Termination shall have no effect upon the rights and obligations of the parties arising out of any transaction occurring prior to the effective date of such termination. INTERACTIVE shall be paid for all work satisfactorily completed prior to the effective date of such termination. If CITY's termination of INTERACTIVE for cause is defective for any reason, including but not limited to CITY's reliance gn erroneous facts concerning INTERACTIVE's performance, or any defect in notice thereof, CITY's maximum liability shall not exceed the amount payable to INTERACTIVE under paragraph 5 above. 14. NON -ASSIGNMENT OF AGREEMENT. Inasmuch as this AGREEMENT is intended to secure the specialized services of INTERACTIVE, INTERACTIVE may not assign, transfer, delegate, or sublet any interest therein without the prior written consent of the CITY and any such assignment, transfer, delegation or sublease without the CITY's prior written consent shall be considered null and void. 15. EMPLOYMENT STATUS. INTERACTIVE shall, during the entire term of the AGREEMENT, be construed to be an independent Contractor and not an employee of the CITY. This AGREEMENT is not intended nor shall it be construed to create an employer - employee relationship, a join venture relationship, or to allow the CITY to exercise discretion or control over the professional manner in which INTERACTIVE performs the services which are the subject matter of the AGREEMENT; provided always, however, that the services to be provided by INTERACTIVE shall be provided in a manner consistent with all applicable standards and regulations governing such services. 16. WARRANTY OF INTERACTIVE. INTERACTIVE warrants that INTERACTIVE and each of the personnel employed or otherwise retained by INTERACTIVE are properly certified and licensed under the laws and regulations of the State of California, if required, to provide the special services herein agreed to. Page 6 of 9 17. CONFLICT OF INTEREST CLAUSE INTERACTIVE 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. 18. CERTIFICATION OF NONDISCRIMINATION By signing this AGREEMENT, INTERACTIVE certifies that it does not discriminate in hiring or treatment on the basis of race, color, creed, religion, sex, sexual orientation, age, marital status, national origin, ancestry, physical handicap or medical conditions. 19. ENFORCEABILITY. If any term, covenant, condition or provision of this AGREEMENT is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 20. LAWS GOVERNING THIS AGREEMENT This AGREEMENT and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. 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. 21. NOTIFICATIONS Any notice required to be given pursuant to the terms and provisions hereof shall be in writing and shall be sent first class mail to the CITY at: o icx Santa Ana Police Department M-97 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92702 Page 7 of 9 and to INTERACTIVE Systems, LLC: Name Jeffrey S. Byal Title Chief Financial Officer INTERACTIVE Systems, LLC 332 West Broadway Suite 1300 Louisville, KY 40202 22. CITY'S PROJECT MANAGER For the purposes of this AGREEMENT (- LMel � w�I�LL wiII be the CITY's project management contact. All project responsibilities that belong to the CITY will be coordinated and managed by _t6 i G 44e z- (Continued.) Page 8 of 9 1 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT the date and year first above written. ATTEST: e��Ja *'C�. &Guy Clerk of the Council Huh 1-laliord Assistant City Attorney APPROVED AS TO CONTENT: bavid N. Ream City Manager Paul M. Walters Chief of Police CITY OF SANTA ANA, a municipal corporation of the State of California K61 A. Pulido, Mayor CONTRACTOR: interactive Systems, LLC (Type Company Name, if applicable) Thomas R. Seigle Vlce Pr :Ldent of Sales & Mark':t" (Type Contractorlindividy6Name) Type Title if applicble) 6 f - - / ;.-5-'- Employer ID # or Individual SS # Page 9 of 9