HomeMy WebLinkAbout25H - AGMT - PD TRAINING SOFTWAREREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
FEBRUARY 16, 2016
TITLE;
AGREEMENT WITH POWER DMS FOR
POLICE DEPARTMENT TRAINING
SOFTWARE
(STRATEGIC PLAN NO. 1, 5)
'CITY64ANAGER
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
El As Recommended
❑ As Amended
❑ Ordinance on 1°, Reading
❑ Ordinance on 2nd Reading
771 Implementing Resolution
M Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute a three -year agreement with
Power DMS for the purchase and maintenance of training software for the Police Department for
the period of January 19, 2016 through January 18, 2019, in the amount of $53,001, which
includes a $5,000 contingency, subject to non - substantive changes approved by the City
Manager and City Attorney.
DISCUSSION
The mission of the Santa Ana Police Department's Training Division is to provide high quality and
professional training to personnel. The purchase of PowerDMS software provides an all- inclusive
solution for the electronic maintenance and administration of policies, certification, and other
document -based elements. The software will allow us to maintain employee training records in a
central location with added audit and control features. Additionally, it will provide the department
the platform to increase efficiencies in the request and approval of training by utilizing built -in
workflow solutions. The software will also allow management to disseminate training to
employees in both electronic and video form and verify comprehension by online tests and
electronic signature, ensuring that employees remain compliant with federal, state and
department regulations. Proper training provides law enforcement personnel with the tools
necessary to deliver professional police services to the community.
The three -year agreement will be for the period of January 19, 2016 through January 18, 2019, in
the amount of $53,001 (Exhibit 1). This amount includes $13,006 for the software subscription
and $7,800 for training in year one, $13,398 for the software subscription in year two, $13,797 for
the software subscription in year three, and a $5,000 contingency for unanticipated and /or
necessary improvements, for a total not to exceed amount of $53,001.
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Agreement with PowerDMS for Training Software
February 16, 2016
Page 2
STRATEGIC PLAN ALIGNMENT
Approval of this item supports the City's efforts to meet Goal #1 - Community Safety; Objective
#5 (provide high quality Police and Fire /Emergency Medical Services response within the City of
Santa Ana).
FISCAL IMPACT
Funds for this agreement will be budgeted as follows
FY 2015 -16
$20,806
Account no. 12814413 62300 2014 BSCC Grant
FY 2016 -17
$13,398
Account no. 01114410 62300 PD Training Contract Svcs.
FY 2017 -18
$18,797
Account no. 01114410 62300 PD Training Contract Svcs.
Total
$53,001
Exhibit: 1. Agreement with Power DMS
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez 00412 %> , 01{ J
Executive Director
Finance and Management Services Agency
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SOFTWARE AND SUPPORT AGREEMENT
THIS SOFTWARE AND SUPPORT AGREEMENT, made and entered into this 19th
day of January, 2016 by and between Power DMS (hereinafter "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 (hereinafter "City"),
RECITALS
A. The City desires to retain a Contractor having special skill and knowledge in the field of
providing law enforcement training management software.
B. Contractor represents that Contractor is able and willing to provide such services to the
City.
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:
1. SCOPE OF SERVICES
Contractor shall provide software and support as needed for the Power DMS software as
outlined in the attached Exhibit "A."
2. COMPENSATION
A. City agrees to pay, and Contractor agrees to accept as total payment for its
services, the rates and charges identified in Exhibit A. Specifically the City will
pay:
1. Year 1: $13,006 for the software subscription and $7,800 for training on
operation of the software;
2. Year 2: $13,398 for the software subscription;
3. Year 3: $13, 797 for the software subscription; and
4. Contingency: $5,000 for unanticipated expenses at the sole discretion of the
City.
B. The total sum to be expended under this Agreement shall not exceed $53,001.00
over the tern of this Agreement. This includes a $5,000 contingency for
unanticipated expenses as the sole discretion of the City.
C. Payment by City shall be made within thirty (30) 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 term of this Agreement shall be for a three year (3) year period commencing on
January 19, 2016 and terminating on January 19, 2019, unless terminated earlier in accordance
with Section 12 of this Agreement.
INDEPENDENT CONTRACTOR
Contractor shall, during the entire term of this 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, ajoint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Contractor performs the services which are the subject matter of this Agreement; however, the
services to be provided by Contractor shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Contractor 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, Contractor shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Cyber Liability insurance in the amount of $1,000,000 per occurrence.
b. The following requirements apply to the insurance to be provided by Contractor
pursuant to this section:
1. Contractor shall maintain all insurance required above in full force and effect
for the entire period covered by this Agreement.
2. Certificates of insurance shall be furnished to the City upon execution of this
Agreement and shall be approved in form by the City Attorney.
3. 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.
c. If Contractor 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
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election, to forthwith terminate this Agreement. Such termination shall not effect
Contractor's right to be paid for its time and materials expended prior to notification
of termination. Contractor 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
Contractor agrees to 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 health, and claims for property damage, which may arise from the
direct or indirect operations of the Contractor or its contractors, subcontractors, agents,
employees, or other persons acting on their 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 Contractor 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.
CONFIDENTIALITY
If Contractor receives from the City information which due to the nature of such
information is reasonably understood to be confidential and /or proprietary, Contractor 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 Contractor disclosed in a publicly available source; (c) is in rightful possession of the
Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of
law; or (e) is independently developed by the Contractor without reference to information
disclosed by the City.
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8. CONFLICT OF INTEREST CLAUSE
Contractor covenants that it presently has no interests and shall not acquire any interests,
direct or indirect, which would conflict in any manner with performance of services specified
under this Agreement. No persons having such interest shall be employed by or associated with
Contractor.
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 telefacsimile 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 (M -30)
P.O. Box 1988
Santa Ana, CA 92702 -1988
Fax (714) 647 -6956
With courtesy copies to:
And
Chief of Police, Santa Ana Police Department
City of Santa Ana
60 Civic Center Plaza (M -97)
P.O. Box 1988
Santa Ana, California 92702
Fax (714) 245 -8007
City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
P.O. Box 1988
Santa Ana, California 92702
Fax(714)647 -6515
To Contractor: Power DMS
P.O. Box 2468
Orlando, Florida 32802
Fax (407) 264 -6144
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, any
communication shall be effective or deemed to have been given three (3) days after it has been
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deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, 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.
10. 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
terns of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Contractor. The parties
agree that any terns or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the terns and conditions hereof, shall not bind or obligate Contractor 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.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Contractor,
Contractor 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.
12. TERMINATION
This Agreement may be terminated by the City with thirty (30) days written notice. 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 Police Chief may require Consultant to deliver to the
City all work product 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.
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13. DISCRIMINATION
Contractor 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. Contractor affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION - VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be governed 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.
15. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS
Contractor shall carry out all services pursuant to this Agreement in substantial
conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders, and
decrees of the United States, the State of California, the County of Orange, the City, and of any
other political subdivision, agency, or instrumentality exercising jurisdiction over the City.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City filly, including reasonable costs and attorney's 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 shall 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: CITY OF SANTA ANA
MARIA HUIZAR
Clerk of the Council
DAVID CAVAZOS
City Manager
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APPROVED AS TO FORM:
SONIA R. CARVALI-IO
City Attorney
By da.tintl6U A . yyy; 4, U.-�
Laura A. Rossini
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
CARLOS ROJAS
Chief of Police
CONTRACTOR
POWER DMS
0
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Tax. ID
(Name)
EXHIBIT A
25H -10
P(DwerDIVIS .
Redefining Document Management
Prepared By: Louis Moreto
Quote No.: 00030621
Valid Until: 1013012015
Prepared For
Billing Information
Name Joe Many
Name Santa Ana Police Department (CA)
Emall jmarly@santa�ana.ory
Phone 714245.8003
Phone 951 - 833 -8906
Address 60 Civic Center Plaza lim97
Address 60 Civic Center Plaza
_....
Santa Ana, CA. 92702
Santa Ann, CA. 92707
_.
_..
Name Price Quantity
Price
Annual PowerDMS.com hosted subscription fee for up to 25 licenses $19.71 700
$13,797,00
subscription year three; invoiced for start of year three of subscription
Annual PowerDMS.com hosted subscription fee for up to 25 licenses $19.14 700
$13,398.00
subscription year two. Invoiced for start of year two of subscription
Annual PowerDMS.comhosted subscription fee. $18.58 700
$13 006.00
Invoiced upon execution of contract along with Servicespaclrage: First year casts $20806
Subscriptions Subtotal USD
$40,201.00
Additional Subscription Information:
Subscription Start Date - Subscription period shall start upon execution of the quote sheet by the subscriber.
Subscription Billing Frequency - Subscription fees shall be invoiced annually with the first invoice being issuable upon
acceptance of the Order Form by PowerDMS. All subscription fees are expected to be paid in advance of the subscription
period specified in the invoice.
Name Price Quantity
Price
Premium Services Package $7,800.00 1
$7,800.00
Premium Service Package discounted 40% from 13000 for multi -year purchase
Services Subtotal USD
$7,800.00
Additional Services Information:
Services fees shall be invoiced and payable in full upon acceptance of the Order Form by PowerDMS.
Order Form Total
$48,001.00
Payment Terms All invoices issued hereunder are due upon the invoice due date. Unpaid invoices are subject to a late payment
charge of 1,5% per month on any outstanding balance or the maximum permitted by law, whichever is lower, plus all reasonable
expenses and fees of collection. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however
designated. All payment obligations are non - cancellable, and all fees paid are non - refundable.
Terms & Conditions Subscription Acceptance: The signature of the undersigned below as the authorized representative of
Licensee shall constitute Licensee's binding acceptance of a subscription for the productslservices offered by PowerDMS to
Licensee as set forth in the above order form and subject at all times to the terms, conditions and provision of PowerDMS's'
Software as a Service Agreement ( "SaaS ") set forth at PowerDMS website http://wiww.powerdms.com /service- agreament.aspx
which terms, conditions and provisions are incorporated herein by reference, to which Licensee hereby agrees to be bound, and
which shall govern the rights and liabilities of the parties hereto. The Effective Date (as defined in the online terms and conditions of
this Software as a Service Agreement) shall be the date set forth below.
Authorized Signature: Date:
Print Name:
Pawrrn iM's
www.powa. dms.vom
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' of
Pow war IAS
Redefining Document Management
Product Descri i
Prepared By: Louis Merete
Quote No.: 00030621
Valid Until: '1013072015
Name
Description
Annual PowerDMS.com hosted subscription
Annual PowarDMS.com hosted subscription fee for up to 25 licenses
fee for up to 25 licenses
Annual PowerDMS.com hosted subscription
Annual PowerDMS.com hosted subscription fee for up to 25 licenses
• fee for up to 25 licenses
Annual PowerDMS,com hosted subscription
Annual PowerDMS.com hosted subscription fee
fee.
Name
Description
Premium Services Package
400 documents loaded; Up to 24 hours of remote training; Two days of
onsite training (16 hours); Project management assistance; Access to
our self -paced learning portal, live training webinars, training tutorials,
and quicksheets.
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m mw uow.; rGm saorr.
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