HomeMy WebLinkAboutC-4440 - Hosted Services Agreement for Desk Officer Online Reporting SystemHOSTED SERVICES AGREEMENT WITH
f COPLOGIC, INC.
FOR DESK OFFICER ONLINE REPORTING SYSTEM
THIS AGREEMENT is made and entered into as of this 1st day of December 2008, by
and between the CITY OF NEWPORT BEACH, a Municipal Corporation ( "City"), and
Coplogic, Inc., a California Corporation whose address is 231 Market Place Suite #520
San Ramon, California 94583 ( "Coplogic "), and is made with reference to the following:
RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to cant' on its business as it is now
being conducted under the statutes of the State of California and the Charter of
City.
B. Coplogic provides software products and services that allow cities to automate
citizen filing of police reports online through its Desk Officer Online Reporting
System, as more fully described in Exhibit A attached hereto (the "Desk Officer
Online Reporting System ").
C. Coplogic possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
D. The principal member[s] of Coplogic for purposes of this Agreement shall be
Andrew Cartwright.
E. City has solicited and received a proposal from Coplogic, has reviewed the
previous experience and evaluated the expertise of Coplogic and desires to
retain Coplogic to host the Desk Officer Online Reporting System for City and
render related services under the terms and conditions set forth in this
Agreement.
F. City desires to purchase software support for the hosted Desk Officer Online
Reporting System in accordance with the Support Terms attached hereto as
Exhibit C.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
1. TERM
The term of this Agreement for the Desk Officer Online Reporting System (the "Hosted
Services ") shall commence on the above written date, and shall continue in effect until
December 1, 2019 unless terminated earlier as set forth herein. Should the City desire to
extend the term of hosted services beyond the initial term, the term shall be extended by
way of written amendment to the agreement. No additional fees shall be required to
extend the term of the hosted services.
f: lapps\ catleycomVwpdocs \d024\p002\00023702.doc
2. SERVICES TO BE PERFORMED
Coplogic shall host the Desk Officer Online Reporting System (the "Hosted
Services ") for City and hereby grants City and members of the general public
(referred to herein as `users") the right to access and use the Desk Officer Online
Reporting System on a 24x7 basis in accordance with the Scope of Services
attached hereto as Exhibit A and incorporated herein by reference.
In addition to the Hosted Services, (a) Coplogic shall provide and diligently
perform all related services described in the Scope of Services; and (b) Coplogic
shall provide and diligently perform the support services for the Hosted Services
set forth in the Support Terms in Exhibit C attached hereto and incorporated
herein by this reference.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agreement and
the services shall be performed in a diligent and timely manner. The failure by
Coplogic to perform the services in a diligent and timely manner may result in
termination of this Agreement by City.
Notwithstanding the foregoing, Coplogic shall not be responsible for delays due
to causes beyond Coplogic's reasonable control. However, in the case of any
such delay in the services, each party hereby agrees to provide notice to the
other party so that all delays can be addressed.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Coplogic for the Hosted Services and related services in
accordance with the provisions of this Section and the Schedule of Fees
attached hereto as Exhibit B and incorporated herein by reference.
Coplogic's compensation for all work performed in accordance with this
Agreement, including business licenses, all reimbursable items and
subconsultant fees, shall not exceed Thirty One Thousand Six Hundred
and Fifteen Dollars and 00 /100 ($31,615.00) without prior written
authorization from City. No fee changes shall be made during the term of
this Agreement without the prior written approval of City.
4.2 City shall reimburse Coplogic only for those costs or expenses specifically
approved in this Agreement, or specifically approved in writing in advance
by City. Unless otherwise approved, such costs shall be limited and
include nothing more than the following costs incurred by Coplogic:
A. The actual costs of subconsultants for performance of any of the
services that Coplogic agrees to render pursuant to this
Agreement, which have been approved in advance by City and
awarded in accordance with this Agreement.
Coplogic Services Agreement 12.15.09.doc 2
B. Actual costs and/or other costs and /or payments specifically
authorized in advance in writing and incurred by Coplogic in the
performance of this Agreement.
4.3 Coplogic shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra
Work" means any work that is determined by City to be necessary for the
proper completion of the services, but which is not included within the
Scope of Services and which the parties did not reasonably anticipate
would be necessary at the execution of this Agreement. Compensation for
any authorized Extra Work shall be paid in accordance with the Schedule
of Fees as set forth in Exhibit B attached hereto.
5. PROJECT MANAGER
Coplogic shall designate a Project Manager, who shall coordinate all phases of
the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Coplogic has designated ANDREW
CARTWRIGHT to be its Project Manager. Coplogic shall not remove or reassign
the Project Manager without the prior written consent of City.
Coplogic, at the sole discretion of City, shall remove from the services any of its
personnel assigned to the performance of services upon written request of City.
Coplogic warrants that it will continuously furnish the necessary personnel to
complete the services on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Police Department. Rich Knight
shall be the Project Administrator and shall have the authority to act for City
under this Agreement. The Project Administrator or his /her authorized
representative shall represent City in all matters pertaining to the services to be
rendered pursuant to this Agreement.
7. CITY'S RESPONSIBILITIES
In order to assist Coplogic in the execution of its responsibilities under this
Agreement, City agrees to, where applicable, provide access to, and upon
request of Coplogic, one copy of all existing relevant information on file at City.
City will provide all such materials in a timely manner so as not to cause delays
in Coplogic's work schedule.
8. STANDARD OF CARE
8.1 All of the services shall be performed by Coplogic or under Coplogic's
supervision. Coplogic represents that it possesses the professional and
technical personnel required to perform the services required by this
Agreement, and that it will perform all services in a manner
commensurate with community professional standards. All services shall
Coplogic Services Agreement 12.15.09.doc 3
be performed by qualified and experienced personnel who are not
employed by City, nor have any contractual relationship with City.
Coplogic warrants that the services provided conform to the requirements
of this Agreement and all applicable federal, state and local laws and the
professional standard of care.
8.2 Coplogic represents and warrants to City that it has, shall obtain, and shall
keep in full force in effect during the term hereof, at its sole cost and
expense, all licenses, permits, qualifications, insurance and approvals of
whatsoever nature that is legally required of Coplogic to perform the
services. Coplogic shall maintain a City of Newport Beach business
license during the term of this Agreement.
8.3 Coplogic represents and warrants for the benefit of City that, for a period
of one year from the date of final acceptance, the Hosted Services shall
function in conformance with the Agreement and Coplogic's published
documentation and other specifications with respect thereto.
8.4 Coplogic represents and warrants that it owns the software used by
Coplogic to provide the Hosted Services, or has a right to provide and
license the Hosted Services to City as described in this Agreement and
Exhibit A attached hereto.
8.5 Coplogic will have disaster recovery plans in effect at all times with regard to
the Hosted Services. Coplogic's disaster recovery plan will address
Coplogic's contingency plans in the event phone service, computer activity,
or facility power is interrupted. Coplogic will notify City immediately after
identifying any occurrence which has interrupted or will interrupt the ability
of Coplogic to provide the Hosted Services. Upon request, Coplogic will
make its disaster recovery plan available to City for review.
8.6 Subject to Coplogic's compliance with Section 8.5 above, Coplogic shall
not be responsible for delay, nor shall Coplogic be responsible for
damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, or acts of God, or the failure of City to furnish timely
information or to approve or disapprove Coplogic's work promptly, or
delay or faulty performance by City, contractors, or governmental
agencies.
9. HOLD HARMLESS
Coplogic shall indemnify, hold harmless, and defend, with counsel acceptable to
City, the City (including its elected officials, officers, agents and employees) from
and against any and all claims (including all litigation, demands, damages,
liabilities, costs, and expenses, and including court costs and attorney's fees)
resulting or arising from performance, or failure to perform, under this
Agreement. Claims which trigger Coplogic's responsibility under this Section 9
shall include any claims related to a Security Incident (as defined in Section 19),
claims related to the refusal of the City to release Confidential Information, as set
Coplogic Services Agreement 12.15.0g.doc 4
forth in Section 18, and /or any claims that the Hosted Services or the software
resulting from the provision of Services pursuant to the attached Exhibit A Scope
of Services (the "Software ") infringes any patent, trademark, service mark,
copyright, or accidental or intentional violation of a trade secret or other
intellectual property of a third party not included in this Agreement. If the use of
the Hosted Services or the Software is enjoined or likely to be enjoined, Coplogic
shall, in its reasonable judgment and at its option and expense: (i) obtain for the
City the right to continue using the Software; or (ii) replace or modify the
Software so that it becomes non - infringing while giving equivalent performance.
Coplogic shall not have any liability for a claim alleging that any Software
infringes a patent or copyright if the alleged infringement was developed based
on information furnished by the City or if the alleged infringement is the result of
a modification made by Coplogic, at the direction of the City or with City
approval. City shall be responsible for maintaining appropriate licenses for
software not provided by Coplogic.
Notwithstanding the foregoing, nothing herein shall be construed to require
Coplogic to indemnify the City from any claim arising from the sole negligence or
willful misconduct of the City or its employees.
Should any claim subject to indemnity be made against Coplogic or the City, the
party against whom the claim is made agrees to provide the other party with
prompt written notice of the claim. The indemnifying party will control the defense
and settlement of any claim with respect to which it has a duty to indemnify
under this section 9. The indemnified party agrees to cooperate with the
indemnifying party and provide reasonable assistance in the defense and
settlement of such claim. The indemnifying party is not responsible for any costs
incurred or compromise made by the indemnified party unless the indemnifying
party has given prior written consent to the cost or compromise.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Coplogic on an independent contractor basis
and Coplogic is not an agent or employee of City. The manner and means of
conducting the services are under the control of Coplogic, except to the extent
they are limited by statute, rule or regulation and the expressed terms of this
Agreement. Nothing in this Agreement shall be deemed to constitute approval
for Coplogic or any of Coplogic's employees or agents, to be the agents or
employees of City. Coplogic shall have the responsibility for and control over the
means of performing the services, provided that Coplogic is in compliance with
the terms of this Agreement. Anything in this Agreement that may appear to give
City the right to direct Coplogic as to the details of the performance or to exercise
a measure of control over Coplogic shall mean only that Coplogic shall follow the
desires of City with respect to the results of the services.
11. COOPERATION
Coplogic agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or
Coplogic Services Agreement 12.15.09.doc 5
interest in the work to be performed. City agrees to cooperate with Coplogic on
the services.
12. CITY POLICY
Coplogic shall discuss and review all matters relating to policy and services
direction with City's Project Administrator in advance of all critical decision points
in order to ensure the services proceed in a manner consistent with City goals
and policies.
13. PROGRESS
Coplogic is responsible for keeping the Project Administrator and /or his/her duly
authorized designee informed on a regular basis regarding the status and
progress of the services, activities performed and planned, and any meetings
that have been scheduled or are desired.
14. INSURANCE
Without limiting Coplogic's indemnification of City, and prior to commencement
of work. Coplogic shall obtain, provide and maintain at its own expense during
the term of this Agreement, a policy or policies of liability insurance of the type
and amounts described below and in a form satisfactory to City.
A. Certificates of Insurance. Coplogic shall provide certificates of insurance
with original endorsements to City as evidence of the insurance coverage
required herein. Insurance certificates must be approved by City's Risk
Manager prior to commencement of performance or issuance of any
permit. Current certification of insurance shall be kept on file with City at
all times during the term of this Agreement.
B. Signature. A person authorized by the insurer to bind coverage on its
behalf shall sign certification of all required policies.
C. Acceptable Insurers. All insurance policies shall be issued by an
insurance company currently authorized by the Insurance Commissioner
to transact business of insurance in the State of California, with an
assigned policyholders' Rating of A (or higher) and Financial Size
Category Class VII (or larger) in accordance with the latest edition of
Best's Key Rating Guide, unless otherwise approved by the City's Risk
Manager.
D. Coverage Requirements.
Workers' Compensation Coverage. Coplogic shall maintain
Workers' Compensation Insurance and Employer's Liability
Insurance for his or her employees in accordance with the laws of
the State of California. In addition, Coplogic shall require each
subcontractor to similarly maintain Workers' Compensation
Coplogic Services Agreement 12.15.09. doc 6
Insurance and Employer's Liability Insurance in accordance with
the laws of the State of California for all of the subcontractors
employees. Any notice of cancellation or non - renewal of all
Workers' Compensation policies must be received by City at least
thirty (30) calendar days (10 calendar days written notice of non-
payment of premium) prior to such change. The insurer shall agree
to waive all rights of subrogation against City, its officers, agents,
employees and volunteers for losses arising from work performed
by Coplogic for City.
ii. General Liability Coverage. Coplogic shall maintain commercial
general liability insurance in an amount not less than one million
dollars ($1,000,000) per occurrence for bodily injury, personal
injury, and property damage, including without limitation,
contractual liability. If commercial general liability insurance or
other form with a general aggregate limit is used, either the general
aggregate limit shall apply separately to the work to be performed
under this Agreement, or the general aggregate limit shall be at
least twice the required occurrence limit.
iii. Automobile Liability Coverage. Coplogic shall maintain automobile
insurance covering bodily injury and property damage for all
activities of Coplogic arising out of or in connection with work to be
performed under this Agreement, including coverage for any
owned, hired, non -owned or rented vehicles, in an amount not less
than one million dollars ($1,000,000) combined single limit for each
occurrence.
iv. Professional Errors and Omissions Insurance. Coplogic shall
maintain professional errors and omissions insurance, which
covers the services to be performed in connection with this
Agreement in the minimum amount of one million dollars
($1,000,000).
E. Endorsements. Each general liability and automobile liability insurance
policy shall be endorsed with the following specific language:
i. The City, its elected or appointed officers, officials, employees,
agents and volunteers are to be covered as additional insureds with
respect to liability arising out of work performed by or on behalf of
Coplogic.
ii. This policy shall be considered primary insurance as respects to
City, its elected or appointed officers, officials, employees, agents
and volunteers as respects to all claims, losses, or liability arising
directly or indirectly from Coplogic's operations or services provided
to City. Any insurance maintained by City, including any self -
insured retention City may have, shall be considered excess
insurance only and not contributory with the insurance provided
hereunder.
Coplogic Services Agreement 12 15.09.doc
iii. This insurance shall act for each insured and additional insured as
though a separate policy had been written for each, except with
respect to the limits of liability of the insuring company.
iv. The insurer waives all rights of subrogation against City, its elected
or appointed officers, officials, employees, agents and volunteers.
V. Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to City, its elected or appointed
officers, officials, employees, agents or volunteers.
vi. The insurance provided by this policy shall not be suspended,
voided, canceled, or reduced in coverage or in limits, by either
party except after thirty (30) calendar days (10 calendar days
written notice of non - payment of premium) written notice has been
received by City.
F. Timely Notice of Claims. Coplogic shall give City prompt and timely notice
of claim made or suit instituted arising out of or resulting from Coplogic's
performance under this Agreement.
G. Additional Insurance. Coplogic shall also procure and maintain, at its own
cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the work.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following
shall be construed as an assignment: The sale, assignment, transfer or other
disposition of any of the issued and outstanding capital stock of Coplogic, or of
the interest of any general partner or joint venturer or syndicate member or
cotenant if Coplogic is a partnership or joint- venture or syndicate or cotenancy,
which shall result in changing the control of Coplogic. Control means fifty
percent (50 %) or more of the voting power, or twenty -five percent (25 %) or more
of the assets of the corporation, partnership or joint- venture.
16. SUBCONTRACTING
The parties recognize that a substantial inducement to City for entering into this
Agreement is the professional reputation, experience and competence of
Coplogic. Assignments of any or all rights, duties or obligations of Coplogic
under this Agreement will be permitted only with the express written consent of
City. Coplogic shall not subcontract any portion of the services to be performed
under this Agreement without the prior written authorization of City.
---------------- - - - - -- - - - -- - -
- ��{ -
17. OWNERSHIP OF DOCUMENTS
Each and every report, draft, map, record, plan, document and other writing
produced (hereinafter "Documents "), prepared or caused to be prepared by
Coplogic, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and
City shall have the sole right to use such materials in its discretion without further
compensation to Coplogic or any other party. Coplogic shall, at Coplogic's
expense, provide such Documents to City upon prior written request.
Documents, including drawings and specifications, prepared by Coplogic
pursuant to this Agreement are not intended or represented to be suitable for
reuse by City or others on any other project. Any use of completed Documents
for other projects and any use of incomplete Documents without specific written
authorization from Coplogic will be at City's sole risk and without liability to
Coplogic. Further, any and all liability arising out of changes made to Coplogic's
deliverables under this Agreement by City or persons other than Coplogic is
waived against Coplogic and City assumes full responsibility for such changes
unless City has given Coplogic prior notice and has received from Coplogic
written consent for such changes.
Notwithstanding the foregoing, as between the parties, Coplogic shall be the sole
and exclusive owner of all software used by Coplogic to provide the Hosted
Services and any patent, copyright, trade secret, trademark or other intellectual
property right in and to such software.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the services in this Agreement, shall be kept
confidential by Coplogic unless City authorizes in writing the release of information.
The system administrator access portal information, the online training manual,
and any online newsletters to the extent containing information about Coplogic's
product roadmap or new features which is considered confidential by Coplogic
( "Confidential Information ") , which information is provided by Coplogic during the
term of this Agreement, shall be kept confidential by City unless Coplogic
authorizes in writing the release of such information or the City is required to
produce the information as required by law. The City shall inform Coplogic of
any request for Confidential Information. If Coplogic contends that the
Confidential Information is not subject to production under the applicable law,
Coplogic shall notify the City within five (5) calendar days and indemnify and
defend the City from any claim related thereto in accordance with Section 9 of
this Agreement.
On termination of this Agreement under Section 27 below, upon the written
request of the disclosing party, the receiving party shall return or destroy all copies
of the disclosing party s information, except where prohibited by law or regulation.
Coplogic Services Agreement 12.15.09.doc 9
19. SECURITY
19.1 Coplogic shall create, collect, process, store, maintain, use, disclose,
access or dispose of Personal Data (as defined below) only for the
purpose of performing the Hosted Services for or on behalf of City and its
users in compliance with this Agreement, and for no other purpose. For
purposes of this Agreement, "Personal Data" means all information
provided by City's users that relates to or identifies an individual or can be
used to identify an individual, including but not limited to, an individual's
name, postal address, email address, telephone number, date of birth,
Social Security number, driver's license number, expiration date or related
information, and all information derived from such information.
19.2 Without limitation of any other obligation hereunder, Coplogic shall
establish controls to ensure the confidentiality of Personal Data and to
ensure that Personal Data is not disclosed contrary to the provisions of
this Section 19 or any applicable law or regulatory requirement. Coplogic
shall implement and maintain appropriate administrative, technical and
physical safeguards and other appropriate security measures (including
but not limited to measures to protect computer hardware, software and
Internet security systems with regard to Coplogic's collection, processing,
storage, use, disclosure or disposal of Personal Data), designed to ensure
that Coplogic and its employees, agents, consultants and subcontractors
maintain the security and confidentiality of Personal Data.
19.3 In the event that any Personal Data is disclosed by Coplogic (or its
employees, subcontractors or agents) contrary to applicable laws or
security procedures, or Coplogic (or its employees, subcontractors or
agents) discovers, receives notice of or suspects that unauthorized
access, acquisition, disclosure or use of Personal Data has occurred or is
likely to occur (each a "Security Incident "), Coplogic will notify City by
phone and email to the Project Administrator within twelve (12) hours of
such actual or possible Security Incident, with full particulars as to the
incident, including the type of Personal Data that was the subject to the
Security Incident and the identify of the affected users, and shall update
such contact person continuously on the status of such actual or potential
Security Incident until it is resolved to the satisfaction of City. If applicable
laws require notice to authorities or individuals, or other remedial action,
or City determines that notices or other remedial actions are warranted,
then Coplogic shall undertake such remedial action as City may
reasonably direct, at Coplogic's expense or, at City s option, reimburse
City for the expense of remedial action undertaken by City. The foregoing
does not relieve Coplogic of any notice of other obligations it may have
under the law or from its obligations to bear all costs related to Security
Incidents.
20. OPINION OF COST
Intentionally Omitted
Coplogic Services Agreement 12.15.09.doc 10
21. RECORDS
Coplogic shall keep records and invoices in connection with the services to be
performed under this Agreement. Coplogic shall maintain complete and
accurate records with respect to the costs incurred under this Agreement and
any services, expenditures and disbursements charged to City, for a minimum
period of three (3) years, or for any longer period required by law, from the date
of final payment to Coplogic under this Agreement. All such records and
invoices shall be clearly identifiable. Coplogic shall allow a representative of City
to examine, audit and make transcripts or copies of such records and invoices
during regular business hours. Coplogic shall allow inspection of all work, data,
Documents, proceedings and activities related to the Agreement for a period of
three (3) years from the date of final payment to Coplogic under this Agreement.
22. WITHHOLDINGS
City may withhold payment to Coplogic of any disputed sums until satisfaction of
the dispute with respect to such payment. Such withholding shall not be deemed
to constitute a failure to pay according to the terms of this Agreement. Coplogic
shall not discontinue work as a result of such withholding. Coplogic shall have
an immediate right to appeal to the City Manager or his /her designee with
respect to such disputed sums. Coplogic shall be entitled to receive interest on
any withheld sums at the rate of return that City earned on its investments during
the time period, from the date of withholding of any amounts found to have been
improperly withheld.
23. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Coplogic which result in expense to City greater than what would
have resulted if there were not errors or omissions in the work accomplished by
Coplogic, the additional expense shall be bome by Coplogic. Nothing in this
paragraph is intended to limit City's rights under the law or any other sections of
this Agreement.
24. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other consultants or purchase competing
products for online citizen filing of police reports ; provided that if any such
consultant has access to Coplogic's confidential information as set forth in
Section 18 above, such consultant agrees to protect the confidentiality of such
information as set forth therein.
25. CONFLICTS OF INTEREST
Coplogic or its employees may be subject to the provisions of the California
Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the
Coplogic Services Agreement 12.15.09.doc 11
work performed under this Agreement, and (2) prohibits such persons from
making, or participating in making, decisions that will foreseeably financially
affect such interest.
If subject to the Act, Coplogic shall conform to all requirements of the Act. Failure
to do so constitutes a material breach and is grounds for immediate termination
of this Agreement by City. Coplogic shall indemnify and hold harmless City for
any and all claims for damages resulting from Coplogic's violation of this Section.
26. NOTICES
All notices, demands, requests or approvals to be given under the terms of this
Agreement shall be given in writing, and conclusively shall be deemed served
when delivered personally, or on the third business day after the deposit thereof
in the United States mail, postage prepaid, first -class mail, addressed as
hereinafter provided. All notices, demands, requests or approvals from Coplogic
to City shall be addressed to City at:
Attn: Chief of Police
City of Newport Beach
870 Santa Barbara Drive
PO Box 7000
Newport Beach, CA 92658 -7000
Phone: 949 -644 -3660
Fax: 949 - 644 -3693
All notices, demands, requests or approvals from CITY to Coplogic shall be
addressed to Coplogic at:
Attention: Randy Burkhammer
Coplogic, Inc.
231 Market Place #520
San Ramon, CA 94583
Phone: 800 - 734 -9293 ext 709
Fax: 800 - 734 -9293
27. TERMINATION
In the event that either party fails or refuses to perform any of the provisions of
this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not
cured within a period of fifteen (15) calendar days, or if more than fifteen (15)
calendar days are reasonably required to cure the default and the defaulting
party fails to give adequate assurance of due performance within fifteen (15)
calendar days after receipt of written notice of default, specifying the nature of
such default and the steps necessary to cure such default, and thereafter
diligently take steps to cure the default, the non - defaulting party may terminate
the Agreement forthwith by giving to the defaulting party written notice thereof.
In the event of any termination under this paragraph for Coplogic's default,
Coplogic Services Agreement 12.15.09.doc 12
Coplogic shall refund to City a prorated amount equal to the unused portion of
the prepaid annual support and maintenance fee for the year in which the
termination took place.
Notwithstanding the above provisions, City shall have the right, at its sole
discretion and without cause, of terminating this Agreement at any time by giving
seven (7) calendar days prior written notice to Coplogic. In the event of
termination under this paragraph, City shall pay Coplogic for services
satisfactorily performed and costs incurred up to the effective date of termination
for which Coplogic has not been previously paid. On the effective date of
termination, Coplogic shall deliver to City all reports, Documents and other
information developed or accumulated in the performance of this Agreement,
whether in draft or final form.
28. COMPLIANCE WITH ALL LAWS
Coplogic shall at its own cost and expense comply with all statutes, ordinances,
regulations and requirements of all governmental entities, including federal,
state, county or municipal, whether now in force or hereinafter enacted. In
addition, all work prepared by Coplogic shall conform to applicable City, county,
state and federal laws, rules, regulations and permit requirements and be subject
to approval of the Project Administrator and City.
29. WAIVER
A waiver by either party of any breach, of any tern, covenant or condition
contained herein shall not be deemed to be a waiver of any subsequent breach
of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
30. INTEGRATED CONTRACT
This Agreement represents the full and complete understanding of every kind or
nature whatsoever between the parties hereto, and all preliminary negotiations
and agreements of whatsoever kind or nature are merged herein. No verbal
agreement or implied covenant shall be held to vary the provisions herein.
31. CONFLICTS OR INCONSISTENCIES
In the event there are any conflicts or inconsistencies between this Agreement
and the Scope of Services or any other attachments attached hereto, the terms
of this Agreement shall govern.
32. INTERPRETATION
The terms of this Agreement shall be construed in accordance with the meaning
of the language used and shall not be construed for or against either party by
reason of the authorship of the Agreement or any other rule of construction
which might otherwise apply.
Coplogic Services Agreement 12.15.09.doc 13
33. AMENDMENTS
This Agreement may be modified or amended only by a written document
executed by both Coplogic and City and approved as to form by the City
Attorney.
34. SEVERABILITY
If any term or portion of this Agreement is held to be invalid, illegal, or otherwise
unenforceable by a court of competent jurisdiction, the remaining provisions of
this Agreement shall continue in full force and effect.
35. CONTROLLING LAW AND VENUE
The laws of the State of California shall govern this Agreement and all matters
relating to it and any action brought relating to this Agreement shall be
adjudicated in a court of competent jurisdiction in the County of Orange.
36. EQUAL OPPORTUNITY EMPLOYMENT
Coplogic represents that it is an equal opportunity employer and it shall not
discriminate against any subcontractor, employee or applicant for employment
because of race, religion, color, national origin, handicap, ancestry, sex or age.
--------------- - - - - -- - -- = s
-- - - - - - - - - - - - - - - - - - - -
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROVED AS TO FORM:
OFFICE OF THE CITY ATTORNEY
By:
"Mynett Be cp,
Assistant CityAWrney
ATTEST:
By:
Leilani Brown,
City Clerk
'Al.i r a
CITY OF NEWPORT BEACH,
A Municipal Corporation
By: -
David Kiff, 14
City Manager
CONSULTANT: COPLOGIC INC.
By: o\ b —
(Corporate Officer)
Title: Cc::>
Print Name:
By:
(Financial Officer)
Title: �- 00 —i
Print Name: S a -%e S
Attachments: Exhibit A - Scope of Services
Exhibit B - Schedule of Fees
Exhibit C - Support Terms
Coplogic Services Agreement 12.15.09.doc 15
EXHIBIT A
SCOPE OF SERVICES
DESK OFFICER ONLINE REPORTING SYSTEM:
Coplogic has designed and built a Desk Officer Online Reporting System for police
departments that provides data to a specified database structure. The Desk Officer
Online Reporting System uses the J2EE standard. The system is designed to gather
information on crimes from a member of the general public (user) via an SSL
connection. The application will issue a temporary report number to the user and place
the temporary report into an administrative holding area for review and modification by
City's administrator. An email is generated to the user that the report has been
submitted. The administrator logs in via an SSL connection, and can approve, reject,
edit or print reports as appropriate. Rejecting a report deletes it from the system and
sends an appropriate email to the user. Approving the report issues a number, places it
in a cue to be exported, and sends an appropriate email to the user. The City's
designated administrator and reviewers can download the approved report or print the
report out. Coplogic maintains the reports on its system for thirty (30) days from date of
report.
Coplogic will host the Desk Officer Online Reporting System for City on Coplogic's
primary network, located in Fremont, California, with a failover network located in
Kissimmee, Florida.
Accordingly, as between Coplogic and City, Coplogic is responsible for obtaining and
maintaining all computer hardware and software needed to provide the Hosted
Services. The parties acknowledge that the communications connection between
Coplogic's servers and City shall be via the internet.
IMPLEMENTATION OF ONLINE REPORTING SYSTEM:
To implement the Online Reporting System for City, set up and configuration of the
system is required, as set forth below:
Setup:
City Responsibilities:
1. Coordinate with Coplogic to establish schedule for deployment.
2. Provide website header image and one small image for temporary
citizen report and one small image for final printed PDF report, which
is automatically emailed to citizen after report approval.
3. Load provided HTML pages onto City server which links to Coplogic's
servers for the Software.
4. Provide timely responses to Coplogic's questions, which may arise
during the setup and customization process.
Coplogic's Responsibilities:
Coplogic Services Agreement 12.15.09.doc 16
1. Coordinate with City to establish schedule for deployment.
2. Load provided images onto the Coplogic's secure, redundant network
located at the above server location and register City within the
network. Coplogic shall not change the provided images without City's
written consent.
3. Provide City with Administrator password and credentials for the
Software.
4. Provide sample operational directives, deployment strategies and
sample press release.
a. Coplogic will provide contact personnel at other cities currently
using the system as well as provide suggestions for the
deployment of the system.
b. Coplogic will provide instructions on the easy setup of a kiosk
for City Police Department Headquarters lobby, etc.
Software Configuration:
City's Responsibilities:
Coordinate with Coplogic for web training session on administering the
program, using the dynamic creation tools, "Triple Lock" login features,
user account including deploying the "Secure side filing feature ".
2. Using the administrator account, login in and configure the code tables,
crime types, user account, and dynamic content for City.
Coplogic's Responsibilities:
Provide City with web training session on administering the program,
using the dynamic creation tools, "Triple Lock" login features, user
account including deploying the "Secure side filing feature ".
Completion Criteria:
The setup and configuration services are considered complete, and the Desk Officer
Online Reporting System accepted, when the Desk Officer Online Reporting System
is accessible on Coplogic's server designated above and performs as contemplated
by City.
Coplogic Services Agreement 12.15.09.doc 17
EXHIBIT B
SCHEDULE OF FEES
City agrees to pay Coplogic the following fees for the hosted Desk Officer Online
Reporting System and related Services:
(1) Services Fee — a one time fee for the Hosted Services and the related
services described in Exhibit A: $19,250. The parties acknowledge that City
has paid such fee prior to execution of this Agreement.
(2) Support and Maintenance Fees - $3,850 for first year. The parties
acknowledge that City has paid such first year fee prior to execution of this
Agreement.
(3) On -site Support (if requested by City): $1500 per day (includes all costs and
expenses, including travel time and lodging)
(4) Business License: $227 for first year; annually thereafter
The Services Fee entitles City to continue to access and use the hosted Desk
Officer Online Terminal Reporting System under the terms set forth herein for as
long as this Agreement remains in effect. No other fees shall be due for such access
and use.
All payments shall be made within thirty (30) days from the date of invoice by
electronic funds transfer to Coplogic's account specified in writing, or by check made
payable to "Coplogic, Inc." and delivered to 231 Market Place Suite #520 San
Ramon, CA 94583.
On -Going Su000rt Services
City shall pay Coplogic an annual Support and Maintenance Fee for the support
services set forth in Exhibit C. The first year's Support and Maintenance Fee is as
set forth above for the period February 15, 2009 through February 14, 2010. For
each successive year that the Support Terms are in effect, Coplogic shall send to
City an invoice for the annual "Support and Maintenance Fee." Such annual
Support and Maintenance Fee shall not increase by more than 5% of the previous
year's annual Support and Maintenance Fee.
All requests by City for additional features or functionality that fall outside of
Coplogic's ongoing policy of upgrading the Software will be quoted separately.
Coplogic Services Agreement 12.15.09.doc 18
EXHIBIT C
SUPPORT TERMS
1. Generally. During the duration of these Support Terms, Coplogic shall provide to
City support and maintenance for the Hosted Services in accordance with these
Support Terms, including without limitation the response time described in Exhibit C-
1 attached hereto and incorporated herein by reference. Support includes, without
limitation, problem resolution, periodic review of current outstanding questions and
usage issues, and the provision of new and upcoming releases of updates, and
customizations and enhancements made to the Desk Officer Online Reporting
Solution that City is licensed to access and use (the "Software ") that are generally
made available without additional charge to other users with similar support and
maintenance contracts.
2. Hours of Support. Coplogic will provide the support services during the hours as
described in Exhibit C -1.
3. New Releases. Coplogic will from time -to -time issue new releases of the Software
and when it does, it will immediately provide City with access to such updated
Software as part of the Hosted Services. Coplogic will not make any changes to the
Software that affects the functionality of the Software as described in Exhibit A
attached to this Agreement or that renders City and its users unable to access and
use the Hosted Services as set forth in this Agreement. In addition, Coplogic will
provide City a copy of the release documentation and updated user or system
documentation.
4. Limitations. Coplogic may, in its sole discretion, limit or suspend City's access to
support, pursuant to this Support Terms, where City is in material default under the
terms of these Support Terms (non - payment is deemed to be a material default).
Prior to limiting or suspending support, Coplogic will give City 45 day's written notice
of its intention to do so and actively participate with City to remedy any such default
or failure.
5. Term. Subject to the termination provisions of this Agreement and this Exhibit C,
these Support Terms shall remain in effect for three (3) years, commencing
February 15, 2009. Thereafter, the parties may mutually agree to renew these
Support Terms by written Amendment to the Agreement.
6. On Site Support. City shall reimburse Coplogic at the rate for on -site support set
forth in Exhibit B attached to this Agreement for any On -Site Support incurred at
City's direct written request and authorization. This rate shall prevail regardless of
the number of Coplogic support personnel dispatched to City's site, and shall be
paid for each day that Coplogic personnel are required to be at City's site. City will
not pay for Coplogic personnel travel time or travel expenses. In response to written
City requests for Coplogic to provide on -site routine non - emergency support,
Coplogic shall produce a written estimate of the time required to provide the
requested support and state any requirements, such as the presence of City staff or
other resources or materials. Any On -Site Support provided by Coplogic shall only
be invoiced by Coplogic or paid by City if the problem arose due to something other
than a defect in the Software or the Hosted Services.
Coplogic Services Agreement 12.15.09.doc 19
7. City Obligations. City agrees to:
(a) furnish descriptions of problem(s) with the Hosted Services in the form
reasonably requested by Coplogic Support representatives,
(b) assist Coplogic's efforts to troubleshoot the problem; and
(c) make available qualified, trained staff on -site to carry out Coplogic's
instructions
City shall take appropriate steps to educate its users about the need to contact
City (rather than Coplogic directly) when support is needed. City shall appropriately
publicize the name, telephone number, and /or fax number and /or electronic mail
address if applicable, of its Support Contact. Coplogic is not responsible for
supporting users.
8. Termination. City may terminate these Support Terms at any time and for any
reason upon seven (7) days' prior written notice to Coplogic. In the event such
termination is due to breach of these Support Terms by Coplogic, Coplogic shall
refund to City a pro-rata refund of the fees paid under these Support Terms for the
remaining pre -paid term of these Support Terms.
Coplogic Services Agreement 12.15.09.doc 20
Exhibit C -1
Coplogic's Hours for Support Service are as follows:
Regular Hours of Service (pacific time) After Hours Service (pacific time)
0900 to 1700 hours 1700 hours to 0900 hours Monday to Friday
Monday to Friday - excluding Holidays
observed by the U.S. Federal Govt.
Call received by: Coplogic staff at
800 - 734 -9293
e -mail received by: Coplogic staff at
su000rt0coDlogic.com
Incident/Request for Service Priority
Saturdays & Sundays
Holidays
e -mail received by: Coplogic staff at
support@coplogic.com
All support and maintenance incidents/ requests for service will be prioritized on the following
basis:
Priority Definition
A Hosted Services are stopped to the point that critical business activities cannot
continue. e.g. Loss of use of major features, file system corruption, data loss,
security issue, system outage.
B Issues or features of the Hosted Services prevent normal operations.
C Non - critical features, for which a convenient or reasonable work around exists,
or a feature which functions unexpectedly.
Response Time
The following table outlines the response times for each Drioritv.
Priority
Response Time During regular hours of service
Response Time
During After Hours
of Service
A
Within 2 hours of Coplogic receipt of verbal, written
6 hours from time of
or electronic notice thereof
notifying the vendor
Within 1 business day, correct the Priority A Issue. If
contact(s) through
the Priority A Issue is not corrected within 1 business
voice mail or e-mail
day of the original notification, Coplogic will provide
the City with reports of its efforts to correct the
Priori A Issue as requested by City.
B
Within 4 hours of Coplogic receipt of verbal, written
Not available
or electronic notice thereof
Within 2 business days, correct the Priority B Issue.
Coplogic Services Agreement 12.15.09.doc 21
INCIDENT /REQUEST FOR SERVICE REPORTING PROCEDURE
All problems, queries or requests for assistance must be made to Coplogic at
support@coplogic.com, or by calling Coplogic's support line at 800 - 734 -9293 during regular
business hours of service.
City must be prepared to leave a contact name, phone number, screenshots, a description of
the problem /service and the impact.
Coplogic will contact the following City contacts when responding to reported problems, in the
following order:
Primary: Records Section
Secondary: Rich Knight, Administrator
Coplogic's resources will work with the City to diagnose the problem. After investigating the
issue, Coplogic and the City will jointly categorize the problem into:
Type of Problem Ownership
Server Hardware Problem Coplogic
Desktop Hardware Problem City
Isolated Workstation Issue City
Database Performance/storage Coplogic
Application or software related Coplogic
Coplogic will deal with problem /incident according to the priority assigned. In the case that a
problem cannot be readily resolved, Coplogic will attempt to identify a work around.
As soon as Coplogic corrects an Issue, Coplogic shall notify the City that the Issue has been
corrected by sending an electronic mail with a confirming phone call to City's Administrator.
Coplogic Services Agreement 12.15.09.doc 22
If the Priority B Issue is not corrected within 2
business days of the original notification, Coplogic
will provide the City with reports of its efforts to
correct the Priority B Issue as requested by City.
C
As time permits basis or inclusion in the next
Not available
scheduled u ate to the Software /Hosted Services.
INCIDENT /REQUEST FOR SERVICE REPORTING PROCEDURE
All problems, queries or requests for assistance must be made to Coplogic at
support@coplogic.com, or by calling Coplogic's support line at 800 - 734 -9293 during regular
business hours of service.
City must be prepared to leave a contact name, phone number, screenshots, a description of
the problem /service and the impact.
Coplogic will contact the following City contacts when responding to reported problems, in the
following order:
Primary: Records Section
Secondary: Rich Knight, Administrator
Coplogic's resources will work with the City to diagnose the problem. After investigating the
issue, Coplogic and the City will jointly categorize the problem into:
Type of Problem Ownership
Server Hardware Problem Coplogic
Desktop Hardware Problem City
Isolated Workstation Issue City
Database Performance/storage Coplogic
Application or software related Coplogic
Coplogic will deal with problem /incident according to the priority assigned. In the case that a
problem cannot be readily resolved, Coplogic will attempt to identify a work around.
As soon as Coplogic corrects an Issue, Coplogic shall notify the City that the Issue has been
corrected by sending an electronic mail with a confirming phone call to City's Administrator.
Coplogic Services Agreement 12.15.09.doc 22