HomeMy WebLinkAbout4501 �ontract Number: 4501
VendQr: � CITATION MANAGEMENT
Subject: AutoProcess System - Hosting of
Department: Muni Court
File Class: LEG 12-1
Begin Date: 08/15/2005
End Date: 08/14/2010
Review Date: 07/O1/2010
Vault Date:
Comments: May be extended for 1 yr periods by mutual agreement
formerly Enforcement Technology Inc
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PROFESSIONAL SERVICES AGREEMENT
[Hosting the AutoPROCESS SYSTEM]
The City of Bremerton ("City") and Enforcement Technology Inc. ("Contractor"),
referred to collectively as the "Parties," enter into the following Agreement for professional
servIces:
I. Scope: The Contractor agrees to perform the services more specifically described in the
Scope of Services, dated July 18, 2005, including any attachments thereto, attached hereto as
Exhibit A, which is incorporated by reference herein. The Scope of Services may be modified
only pursuant to Section VII.G. of this Agreement. If the Scope of Services provides for
unspecified additional services such services shall only be performed upon the express written
request of the City. Contractor further represents that the services furnished under this
Agreement will be performed in accordance with generally accepted professional practices in
effect at the time such services are performed.
II. Term: The City and the Contractor agree that the services will begin on the tasks
described in Exhibit A immediately upon execution ofthis Agreement. The parties agree that the
period for performance of services described in Exhibit A shall be for a period of five (5) years.
At the end ()f the fifth year, the term of this agreement may be extended for one (1) year periods
by mutual.agteement of the parties.
III. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Contractor in an amount not to exceed the amounts listed in Exhibit A.
Contractor's charges and bills shall conform to the fee schedule attached hereto as Exhibit A and
incorporated herein by this reference.
The Contractor shall submit regular billing statements detailing work performed and
amount charged on each task or portion thereof. The descriptions shall conform to and fall
within the categories set out in the Scope of Services. Upon receipt of a conforming billing
statement, the City shall promptly process payment.
Contractor shall not perform work beyond the Scope of Work, nor shall be compensated
for such work, unless the Scope of Work or amount of compensation is modified pursuant to this
Agreement. Contractor shall only be compensated for additional services if requested pursuant
to Section I and, if not otherwise provided, such compensation shall be in accordance with
Exhibit A.
If a billing statement does not conform to this Agreement, the City may withhold
payment until the statement is brought into compliance. Such withholding does not relieve
Contractor of its obligations under this Agreement.
IV. Relationship of Parties: Contractor represents that it is skilled in the matters addressed
in the Scope of Work and is performing independent functions and responsibilities within its
field of expertise. Contractor and its personnel are independent Contractors and not employees
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of the City. Contractor and its personnel have no authority to bind the City or to control the
City's employees and other Contractors. None of the benefits provided by the City to its
employees, including, but not limited to, compensation, insurance, and unemployment insurance
are available from the City to the employees, agents, representatives, or sub-Contractors of the
Contractor. Contractor will be solely and entirely responsible for its acts and for the acts of
Contractor's agents, employees, representatives and sub-Contractors during the performance of
this Agreement.
As an independent Contractor, Contractor is responsible for its own management. The
City's administration and enforcement of this Agreement shall not be deemed an exercise of
managerial control over Contractor or its personnel.
As an independent Contractor, Contractor is responsible for payment of all taxes and
licensing fees necessary to perform its obligations under this Agreement. These taxes and fees
include but are not limited to State industrial insurance, Business & Occupation, State
professional licensing, and City business licensing. If any taxes or fees due the City have been
declared delinquent, the City may withhold the delinquent amount, plus any additional charges
arising from the delinquency, from any payments due Contractor.
V. Indemnification: Contractor shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, injuries, damages,
losses or suits, including all legal costs and attorney fees, arising out of or in connection with the
performance ofthis Agreement, except for that portion of the injuries and damages caused by the
City's sole neglifSence.
The City's review or acceptance of any of the work when completed shall not be grounds
to avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the Contractor
and the City, ~ts officers, officials, employees, agents and volunteers, the Contractor's liability
hereunder shall be only to the extent of the Contractor's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONTRACTOR'S
WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY
FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this Agreement.
VI.. Insurance: The Contractor shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Contractor, its agents,
representatives, employees, sub-contractors or sub-Contractors.
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Before beginning work on the project described in this Agreement, the Contractor shall
provide a Certificate of Insurance evidencing:
1. Professional Liability insurance with limits no less than $1,000,000 limit per
occurrence/claim.
Any payment of deductible or self insured retention shall be the sole responsibility of the
Contractor.
All required policies shall be provided on an "occurrence" basis except professional
liability insurance (if required), which may be provided on a "claims-made" basis.
. The City reserves the right to receive a certified copy of all the required insurance
policies and endorsements. The City further reserves the right to reject any unacceptable policies
and/or endorsements.
The Contractor's insurance shall be primary insurance as respects the City and the City
shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of
any cancellation, suspension or material change in coverage.
The City also reserves its unqualified right to require at any time and for any reason,
proof of coverage in the form of a duplicate of the insurance policy with all endorsements as
evidence of coverage.
VII. General Conditions:
A. Reports and Information: When requested by the City, Contractor shall furnish
periodic reports and documents on matters covered by this Agreement. The reports and
documents shall be furnished in the time and form requested. Contractor shall maintain
accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all billed amounts.
B. Ownership and Use of Records and Documents: Original documents, drawings,
designs and ,reports, including those in electronic format, developed under this Agreement are the
property of the City. All written information submitted by the City to the Contractor in
connection with the services performed by the Contractor under this Agreement will be
safeguarded by the Contractor to at least the same extent as the Contractor safeguards like
information relating to its own business. If such information is publicly available or is already in
Contractor's possession or known to it, or is rightfully obtained by the Contractor from third
parties, Contractor shall bear no responsibility for its disclosure, inadvertent or otherwise.
All data, documents and files created by Contractor under this Agreement may be stored
at Contractor's office in Irvine, California. Contractor shall make such data, documents, and files
available to the City upon its request at all reasonable times for the purpose of editing, modifying
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and updating as necessary. Duplicate copies of this information shall be provided to the City
upon its request, and at reasonable cost.
All documents, including all reports, drawings, specifications, or other items prepared or
furnished by Contractor pursuant to this Agreement, are instruments of service with respect to
the project and are the property of the City. Any reuse by the City for other than the specific
purpose intended will be at City's sole risk.
C.. Work Performed at Contractor's Risk: Contractor shall take all precautions necessary
and shall be responsible for the safety of its employees, agents, and sub-contractors in the
performance of the work hereunder and shall utilize all protection necessary for that purpose.
All work shall be done at Contractor's own risk, and Contractor shall be responsible for any loss
of or damage to materials, tools, or other articles used or held for use in connection with the
work.
D. Place of Work: The Contractor shall perform the work authorized under this
Agreement at its offices in Irvine, California. Meetings with the City staff as described in
Exhibit A, Scope of Services, shall take place at the City's offices, or at locations mutually
agreed upon by the parties.
E. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement
between the Parties, and the Parties acknowledge that there are no other agreements, written or
oral, that have. not been set forth in the text of this Agreement.
F. Severability: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
G. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
H. Written Notices: All communications regarding this Agreement shall be sent to the
parties at the addresses listed below by registered or 1 st class mail, or by personal service, and
shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement
or such other address as may be hereafter specified in writing.
City Address:
Contractor Address:
Enforcement Technology, Inc.
aB -.; lD+h Of (e..d;..S.u i+e.-lo 00
B,(f_h\@_y~A qg331-l&13
28 Hammond - Suite C
Irvine, CA 92618
I. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a
waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be
deemed waiver of any other right or power.
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J. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any
of the covenants and. agreements contained herein, or to exercise any option herein conferred in
one or more instances shall not be construed to be a waiver or relinquishment of said covenants,
agreements or options, and the same shall be and remain in full force and effect.
K. Compliance with Laws: Contractor shall comply with all applicable Federal, State,
and local laws in performing its obligations under this Agreement.
L. Choice of Law and Venue: This Agreement shall be interpreted according to the laws
of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement
shall be brought in Kitsap County Superior Court.
M. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions
herein, each party shall pay all its own costs and attorney's fees.
N. Assignment: Any assignment of this agreement by the Contractor without the written
consent of the City shall be void.
VIII. Nondiscrimination: Contractor shall not discriminate in employment or services to the
public on the basis of race, color, national origin, sex, religion, age, marital status, or disability,
except for employment actions based on bona fide occupational qualification.
IX. Termination: This Agreement shall remain in force until completion and acceptance of
the services, terminated by written instrument upon mutual consent, or by the City of Bremerton
for convenience. This Agreement may be immediately terminated for cause by a Party if the
other Party subStantially fails to perform through no fault of the terminating Party, and the non-
performing Party does not commence correction of the failure of performance within seven (7)
days of the terminating Party's sending notice to the non-performing Party. In any event, the
parties shall provide ninety (90) days notice prior to terminating this Agreement. Any Notice by
Contractor shall include a report showing the status of all items listed in the Scope of Services
current through the termination date.
If the City receives reimbursement by any federal, state, or other source for services described in
Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is
cancelled or substantially reduced after the execution date of this Agreement and prior to the
completion of the work, the City may summarily terminate this Agreement.
A. Excusable Delays: The right of Contractor to proceed shall not be terminated nor shall
Contractor be charged with liquidated damages for any delays in the completion of the work due
to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials,
equipment, tools, or labor by reason of war, national defense, or other national emergency; 2)
any acts of the City, its contractors, or other public agencies causing such delay; and 3) causes
not reasonably foreseeable by the parties at the time of the execution of the Agreement that are
beyond the control and without the fault or negligence of the Contractor, including, but not
restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED,
HOWEVER, that the Contractor must promptly notify the City within seven (7) calendar days in
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writing of the cause of the delay. If, on the basis ofthe faCts and the terms of this Agreement,
the delay is properly excusable, the City shall, in writing, extend the time for completing the
work for a period of time commensurate with the period of excusable delay.
B. Rights Upon Termination: In the event oftermination, the City shall pay for all
services performed by the Contractor to the effective date of termination, as described on a final
invoice submitted to the City. After termination, the. City may take possession of all records and
data within the Contractor's possession pertaining to this project which may be used by the City
without restriction. Any such use not related to the project which Contractor was contracted to
perform shall be without liability or legal exposure to the Contractor.
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By:
its:
Date:
IT' TECHNOLOGY, INC.
. Ward, Ph.D.
its: President and CEO
Date: July 22, 2005
R:\LEGAL\Contracts\FORMS\Professional Services Agreement Form (2003).doc
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EXHIBIT A
Scope of Services:
The Enforcement Technology Service Center (Contractor) will provide all computer
programs, written procedures and other supporting items used in carrying out the
purpose of this Agreement. Contractor shall take all necessary and appropriate steps to
maintain security and integrity of data hosted pursuant to this agreement.
Citations issued by the City of Bremerton (Agency) using both AutoCITE Handhelds and
issued manually will be entered into the AutoPROCESS System hosted at the
Enforcement Technology Service Center. The Agency staff will be responsible for all
entering of citations and clearing accounts upon payment or other disposition. The
Agency will handle all payment processing, payment data entry, delinquent noticing,
telephone calls, adjudication service, and any state delinquent filings. Return
information from the state to the Service Center will be processed by the Agency.
Notices of Illegal Parking or Delinquency will be generated by the Agency for the mailing
of these notices to the Registered Owner requesting the penalty and/or fine amount
due. The Agency will be responsible for any and all City, Court and State charges and
fees for the processing of parking citations.
Schedule of Fees
The Processing fee per citation for the period of this Agreement will be based on the
following:
Rate Per Citation: $.75
(Costs for the base citation processing provided by the AutoPROCESS
System to be operated by the Agency)
One (1 )Internet Workstation Access:
$100.00/month
Minimum Monthlv Processinq Fee:
$500.00
$10,000
Leqacv Data Conversion:
On-Site Trainina for AutoPROCESS System: $3500.00
(Scope to be detailed upon signed agreement)
Handhelds
The Agency will purchase AutoCITE handhelds using the agreement and terms outlined
in the attached "Trade In Quotation."
i
. a7/20/2005 10:05
3604785200
PAGE 02/02
ENFORCEMENT TECHNOLOGY, INC.
City of Bremerton
Attn: Heather Souza
AutoCITE
Trade~ln Quotation
July 18, 2005
c~~;~:;,:~~[':.~!~~~1~rtg?li~;'~~~~:,t:i~0::~1,.~;~:;~I~~'~l
1. AutoCITE Series :3'"
Handheld ComputE1r
4
12,800
3,200
2. Charger/MultipleXE1r Model 4M
including RJ12 cords (4 ports)
3. AutolSSUE Host with:
Parking Citation Issuance ,
(Including current functionality)
1 700 700
(re-conditioned with full year warranty)
1
6,500
6,500
Windows 2000PE & XPPro Stand-Alo!",e or Client Versions. Add $2,000 far Network
Server Version. Base Issuance Reporting Package included. Modem software is
included for Support. ORACLE or MS1SQL Data Base Server Software & NT Network
must be provided by Aqancy.
4. Training and Installation
($500/day/trainer)
5. Travel & Lodging Expenses Per Trip
2 included included
included
1 2,022 2,022
1 To be Supplied
by the agency
6. Parking Citations ('1 Carton of 15,200)
7. AutoCITE PC Host Computer System:
PENTIUM (500 MHz) CPU
128MB Main Mem, 1 SVGA Color Monitor
1 - 1.44 MB 3.5" FJ.~ppy Disk Drive
1 - CD ROM Drive
1 - 10GB Hard Disl\
1 - 10GB JAZ Hard Disk (for backups)
1 - PS/2 Mouse Port, 56 KB Intemal Mod.
1 - Parallel Port & 2 Serial Ports
1 - Laser Printer
WIN 2000PE or XF'Pro Oper. Sys.
TOTAL AutoCITE S)rstem PURCHASE:
Les;s Trade-In Allowance:
AutoCITE (old ver)
(Minimum Configuration
Recommended)
22,022
4
400
(1 ~600)
TOTAL AutoCITE ~'Stem Trade~ln: 20,422
NEW FULL YEAR WAR,RANTY(l'epresents about $2.080 in maintenance savings)
DELIVERY is approx 8 weeks ARO and all required information.
* ETEC is the manufacturer of this equipment and it Carl only be purchased thru ETEC
OPTIONAL HARDWARE. SOFTWARE and EQUIPMENT ESTIMATES
AutoCITE Handhelds: Unit Price
1. 53 3,200
II
b++
A