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HomeMy WebLinkAboutProfessional Services Agreement- IAPRO ORIGINAL City �� Oshkosh PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made can the 13T1-1 day of JULY, 2018 by and between the CITY of OSFIKOSH, hereinafter referred to as CITY, and IAPRO, P.O. BOX 534, TOWNSEND, MA 01469-0534,hereinafter referred to as the CONSULTANT. WITNESSETH: That the CITY and the CONSULTANT, for the consideration hereinafter named, enter into the following Agreement. COMPONENT PARTS OF THE AGREEMENT This Agreement consists of the following component parts, all of which are as .fully a part of this Agreement as if herein set out verbatim, or if not attached, as if hereto attached: I. This Instrument 2. Consultant's Professional Services Proposal dated July 9,2018, and attached hereto. In the event that any provision in any of the above component parts of this Agreement conflicts with any provision in any other of the component parts, the provision in the component part first enumerated. above shall govern over any other component part which follows it numerically except as may be otherwise specifically stated. CITY REPRESENTATIVE The CITY shall assign the following individual to manage this Agreement: (Dean Smith,Police Chief) SCOPE OF WORT<. The CONSULTANT shall provide the services described iva the CONSULTANT's attached Professional Services Proposal. CITY may :make or approve changes within the general Scope of Services contained within the Professional Services Proposal and in this AGREEMENT.If such changes affect CONSULTANT's cost or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT, City Hall,215 Church Avenue P.O.Box 1130 Oshkosh,WI 54903-1130 hitp://www.ci.ostikosti.wi.us RECORDS AND INSTRUMENTS OF SERVICE All reports, drawings, software, data, computer files, and other materials, documents and instruments prepared by the CONSULTANT as instruments of service shall remain the property of the CITY. Any document related to this agreement, whether in electronic or paper form, is considered a public record and shall be provided to the City upon request. The CONSULTANT may provide the City with an explanation of why they believe any document should not be released to the public. The City shall make all final determinations regarding the existence or release of any document related to this agreement. TERM AND TERMINATION A. Term. This Agreement shall commence upon mutual acceptance by both parties and will be completed by December 31, 2018, unless terminated earlier by one of the parties as provided below, except that CITY may extend this Agreement,upon written notice to CONSULTANT. B. Termination. 1. For Cause.'If either party shall fail to fulfill in timely and proper manner any of the obligations under this Agreement, the other party shall have the right to terminate this Agreement by written notice. In this event, the CONSULTANT shall be entitled to compensation to the date of delivery of the Notice. 2.For Convenience. The CITY may terminate this Agreement at any time by giving written notice to the CONSULTANT no later than 30 calendar days before the termination date. TIME OF COMPLETION The CONSULTANT shall perform the services under this Agreement with reasonable diligence and expediency consistent with sound professional practices. The CITY agrees that the CONSULTANT is not responsible for damages arising directly or indirectly from any delays for causes beyond the CONSULTANT's control. For the purposes of this Agreement, such causes include,but are not limited to, strikes or other labor disputes, severe weather disruptions or other natural disasters, or failure of performance by the CITY. If the delays resulting from any such causes increase the time required by the CONSULTANT to perform its services in an orderly and efficient manner, the CONSULTANT shall be entitled to an equitable adjustment in schedule. SUSPENSION,DELAY, OR INTERRUPTION OF WORK CITY may suspend, delay, or interrupt the Services of CONSULTANT for the convenience of CITY. In such event, CONSULTANT's contract price and schedule shall be equitably adjusted. ASSIGNMENT CONSULTANT shall not have the right to assign this Agreement without the written prior consent of the City. INDEPENDENT CONSULTANT CONSULTANT is an independent CONSULTANT and is not an employee of the CITY. COOPERATION IN LITIGATION AND AUDITS CONSULTANT shall fully and completely cooperate with the City, the City's insurer, the City's attorneys,the City's Auditors or other representative of the City (collectively, the "City" for purposes of this Article) in connection with (a) any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding (collectively "Litigation") or internal or governmental Audit, with respect to matters relating to this Agreement; other than a third party proceeding in which CONSULTANT is a named party and CONSULTANT and the City have not entered into a mutually acceptable joint defense agreement. Such cooperation may include,but shall not be limited to, responding to requests for documents and/or other records and making CONSULTANT's employees available to the City (or their respective insurers, attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the City to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the City all pertinent information related to any Litigation or. Audit; and (iv) providing information and legal representations to auditors in a form and within a timeframe requested. City shall reimburse CONSULTANT for reasonable direct expenses incurred in connection with providing documents and records required under this paragraph and may require, at the City's sole discretion,such expenses to be documented by receipts or other appropriate documentation. Reasonable direct expenses include costs, such as copying, postage and similar costs; but do not include wages, salaries, benefits and other employee compensation, CONSULTANT shall not be entitled to additional compensation for employee services provided under this paragraph. STANDARD OF CARE The standard of care applicable to CONSULTANT's Services will be the degree of skill and diligence normally employed by professional CONSULTANTS or consultants performing the same or similar Services at the time said services are performed. CONSULTANT will re-perform any services not meeting this standard without additional compensation. CITY RESPONSIBILITIES The CITY shall furnish, at the CONSULTANT's request, such information as is needed by the CONSULTANT to aid in the progress of the project, providing it is reasonably obtainable from City records. CONSULTANT may reasonably rely upon the accuracy,timeliness, and completeness of the information provided by CITY. To prevent any unreasonable delay in the CONSULTANT's work, the CITY will examine all reports and other documents and will make any authorizations necessary to proceed with work within a reasonable time period. PAYMENT A. The Agreement Sum. The CITY shall pay to the CONSULTANT for the performance of the Agreement the amount of $15,250.00 in the Cost Proposal of the Consultant's Professional Services Proposal.- B. Method of Payment. The CONSULTANT shall submit itemized monthly statements for services. The CITY shall pay the CONSULTANT within 30 calendar days after receipt of such statement. If any statement amount is disputed, the CITY may withhold payment of such amount and shall. provide to CONSULTANT a statement as to the reason(s) for withholding payment. C. Additional Costs. Costs for additional services shall be negotiated and set forth in a written amendment to this Agreement executed by both parties prior to proceeding with the work covered under the subject amendment. HOLD HARMLESS TI-te CONSULTANT covenants and agrees to protect and hold the City of Oshkosh harmless against all actions, claims, and demands which may be to the proportionate extent caused by or result from the intentional or negligent acts of the CONSULTANT, its agents or assigns, its employees, or its SUBCONSULTANTs related to the performance of this Agreement or be caused or result from any violation of any law or administrative regulation, and shall indemnify or refund to the CITY all sums including court costs, attorney fees, and punitive damages which the CITY may be obliged or adjudged to pay on any such claims or demands within thirty (30) days of the date of the CITY's written demand for indemnification or refund for those actions, claim, and demands caused by or resulting from intentional or negligent acts as specified in this paragraph. Subject to any limitations contained in Sec. 893.80 and any similar statute, of the Wisconsin Statutes,the City further agrees to hold CONSULTANT harmless from any and all liability, including claims, demands, losses, costs, damages, and expenses of every kind and description (including death), which may be to the proportionate extent caused by or result from the intentional or negligent acts of the CITY, its agents or assigns, its employees, or its SUBCONSULTANTs related to the performance of this Agreement or be caused or result from any violation of any law or administrative regulation,where such liability is founded upon or grows out of the acts or omission of any of the officers, employees or agents of the City of Oshkosh while acting within the scope of their employment. It is the intention of the parties to this Agreement that each party shall be solely responsible for its own actions and activities and the actions and activities of its own officers,employees and agents while acting within the scope of their employment INSURANCE The CONSULTANT agrees to abide by the attached City of Oshkosh Insurance Requirements for Professional Services. WHOLE AGREEMENT/AMENDMENT This document and any specified attachments contain all terms and conditions of the Agreement and any alteration thereto shall be invalid unless made in writing, signed by both parties and incorporated as an amendment to this Agreement. NO THIRD-PARTY BENEFICIARIES This AGREEMENT gives no rights or benefits to anyone other than CITY and CONSULTANT and has no third-party beneficiaries. AGREEMENT NOT TO BE CONSTRUED AGAINST ANY PARTY This Agreement is the product of negotiation between the parties hereto and no term, covenant or provision herein or the failure to include a term, covenant or provision shall be construed against any party hereto solely on the basis that one party or the other drafted this Agreement or any term,covenant or condition contained herein. NO WAIVER Failure of either party to insist upon the strict performance of terms and provisions of this agreement, or any of them, shall not constitute or be construed as a waiver or relinquishment of that party's right to thereafter enforce such term or provision, and that term of the provisions shall continue in full force and effect. NON-DISCRIMINATION The Operator agrees not to discriminate in its operations under this Agreement on the basis of race,color, creed, age, and gender, o'r as otherwise prohibited by law. A breach of this covenant may be regarded as a material breach of this Agreement SEVERABILITY If any term, covenant, condition or provision of this agreement shall be invalid or enforceable, the remainder of this agreement shall not be affected thereby the remainder of the agreement shall be valid and enforceable to the fullest extent permitted by law. CHOICE OF LAW AND VENUE The laws of the State of Wisconsin shall govern the interpretation and construction of this Agreement. Winnebago County shall be the venue for all disputes arising under this Agreement. IN WITNESS WHEREOF, the City of Oshkosh, Wisconsin, has caused this contract to be sealed with its corporate seal and to be subscribed to by its City Manager and City Clerk and countersigned by the Comptroller of said City, and CONSULTANT hereunto set its hand and seal the day and year first above written. 1.n t Lhe P r ese n(c e 1: CONSULTANT --_e Name of Company/Firm (Seal of CONSULTANT (Specify Title) if a Corporation.) CITY OF OSHKOSH By: ark A. Ro�hloff ty Manager ess) iess) Pamela R. Ubrig, City Clerk APPROVED: I hereby certify that the necessary provisions have been made to pay the liability which will accrue under this contract C--�Ci A tc rney City Comptroller IAPRO The Leaduig Police Integrity Software Worldwide July 9, 2018 Chief Dean M.Smith Oshkosh Police Department Email: DSmith@ci.oshkosh.wi.us Off: 1.920.236.5720 Chief Smith, Thank you for your interest in our IAPro software for use by the Oshkosh Police Department. I have prepared the below price quote covering the costs associated with implementing IAPro at your agency. I have provided the option of adding BlueTeam. If you have any questions on this, please let me know. IAPro Price Quote it . Purchase costs .�; IAPro Professional Standards software • Unlimited number of users • Installation • Pre-Load of employee information $ 7,000.00 2.5 Days On-Site Training • IAPro User training • System Configuration with core users $ 1,800.00 Travel Expenses for Trainer $ Included Total for IAPro Software and Services $ 8,800.00 Optiarial Items Purchase costs Blue Team Field Support Web application • Unlimited number of users • Installation Note: Requires purchase of IAPro software $ 5,250.00 2 Days On-Site Train the Trainer • Day one with IAPro Administrators • Day two consist of train the trainer sessions $ 1,200.00 Travel Expenses for Trainer $ Included Total with optional Blue Team $ 15,250.00 Mailing Address/Remit Address:P.D.Box 534•Tomisend,NIA 01469-0534•USA Toll Free:(800)620-8504 Fax:800.620.8504 Web;wwwdapro.com CI Technologies Inc.is the Sole Source Provider of the IAPro and BlueTearn Software iAPRO The Leading Police InteEity Software Worldwide Annual Maintenance Ccirtmmencing the 2°d:Year.i5fC7wriership IAPro $ 1,400.00 Blue Team $ 1,050.00 Maintenance Totals $ 2,450.00 Annual Maintenance The first year of annual maintenance is provided free of charge. Thereafter annual maintenance is provided on a year-to-year basis and can be discontinued at anytime. The agency's annual maintenance cycle will not commence until training occurs.The first twelve (12) months of annual maintenance is provided free of charge. Unless requested otherwise by the agency,the first maintenance invoice will be prorated to bring the agency's invoice cycle up to a January thru December calendar year. Thereafter, annual maintenance is invoiced on a calendar year basis, and will be disseminated each year in January. Annual maintenance includes all end user and technical support via our 800 # and our online support website as well as any associated technical or user documentation. Annual maintenance also includes all new versions of the IAPro software. Important Note The purchase of the IAPro system does not include hardware, OS licensing or SQL Server licensing. Most agencies that purchase IAPro have an existing server with existing Microsoft SQL Server licensing. IAPro can be installed on your existing hardware and within your existing SQL Server instance. Officer Preload Cl Technologies offers a free service whereby we will import your employee information into the IAPro database, prior to installing IAPro at your agency. This is a one-time service offered at no additional cost. Training IAPro training is conducted by an IAPro training specialists. Each IAPro training specialist is a current or former law enforcement professional with extensive investigative experience. IAPro training is heavily oriented towards hands-on usage. To this end,a special"training" version of IAPro is installed on each workstation used for training. This is a full-featured version of IAPro with demo/training database installed on the workstation hard drive. It is strongly recommended that there be one trainee per training workstation. An LCD projector is also needed for training. Mailing Adctress/RemitAddress:P.O.Box 534-Townsend,MA 01469-0534•USA Toll Free:(600)620-8504 Fax 800.620.8504 Web:www.iapro.com Cl Technologies Inc:.is the Sole Source Provider of the IAPro and BlueTeam Software 6 � �� NMN ��N�� , ������Ok�� � The Leading Police Integrity Software Worldwide HR/nfegnmtion if quoted in this proposal, the HR Integration process will be written 85 a SQL Stored ' procedure and will integrate data from an existing SQL Server data source containing the needed employee data elements. *The integration process will bring in data elements that map to existing data elements within |APro. New data elements will not be added. See the "HR Integration Overview" document for details on this process. Data Migration The purchase price of |APro and Blue Team does not include data nli8r8t|oM of existing data. If the agency request a quote can be provided for this service. Considerations Regarding our Solution Four aspects of our solution are distinctive, and set us apart from our competitors.They " are: Unlimited use licensing — there are no additional or hidden additional licensing costs: IAPro pricing is for unlimited use licensing in terms of both the number of users that can � run the software concurrently, and the number of workstations the applications can be . run on. Our pricing model ensures maximum flexibility for the customer,with all licensing � Costs paid at point of initial purchase. The customers will never have to purchase � additional licensing based onincreased or unforeseen future usage requirements.This b � important since. the participation of front-line personnel — especially supervisors — is � crucial in upholding the integrity of the OrgaO|z@UOD, and to constrain their use of the � software would greatly UnniL if not cripple, its effectiveness. � * Each year since 2004, � Cl Technologies has hosted an ADDu@| Users Conference for our LAPro customers. Our � most recent conference saw over GOO attendees. Each rnOfp[eOc8 consists of multi- track format that, includes tracks for beginner-level users,advanced users,and users with � specialized interests such asdesigning early intervention programs.The 2O1Uconference � will be held in San Diego, California; please visit our vvabo|te for further details. ! ^ These conferences are a key part of the support services offered to ourCu3tonlers,.aDd meet the following needs: � | o TraininQofnevv customer staff based oOU|rDVvgr-|nevitabk/over time ourcustonners will experience turnover in 3taff, which requires that training be available on an ongoing basis. ' Mailing»udress/Rem/cxudr,ss:P.o Box szf,rows*d,mAoz^69-0sw^USA Toll Free:Cum0azu«so4 Fax:onuazo.8so4Web:wwwdaproxorn ored`no/ngies)ocio the Sole Source Provider uf the I«xm and omaummSoftware ` � � �� ���� , ����=�lM � The Leading Police Integrity Software Worldwide o Advanced traininO ' Many customers benefit from advanced training, especially in- depth coverage of features found in new releases Ofthe software. | o Networking with peers - In order to share ideas and approaches to utilizing our ! software. � * Providing feedback directly to the vendor's staff - The opportunity to provide � � feedback and suggestions directly to our staff is highly valuable tO both our customers � and our company. This ensures that we have up-to-date information on how best to improve our software and services. * Our Over 7UO public safety agencies in the US,Canada,Australia and New Zealand currently run IAPro and IAPro with BlueTeam. These agencies range in size from major customers such as NYPC\Toronto Police Service, and Western Australia Police, down to one person |A Units in smaller departments.The size and breadth Ofour customer base reflects our leading position in the Professional Standards software marketplace. Purchase Orders � Training and installation are scheduled on afirst-come-first-served basis. � | Due to our current sales backlog, we request to be notified as soon as possible once a purchase decision has been made. Please be sure to fax any purchase orders to us at 8OO.62O.85O4 for expeditious handling of your order. � This price quote will remain in'ef[8ctthrough December 2018. Pi2BSe call or ennail if you need additional information or have any questions.Thank you again for your interest and consideration! Best Regards, � | / Steve Kenney � Off 1.800,620.8504X723 ' � po Box sw^Towumud Mao14av-0so*^USA � � Toll Free:(800)62+8504Fax:800.620,8504 Web: o Technologies Inc.u the Sole Source moMer of the IAPro and ameTearnSoftware