HomeMy WebLinkAboutC-3579(A) - PSA to Implement Enterprise Scheduling System (for Integrated Law and Justice Agency for Orange County (ILJAOC))411 0 01-3579
PROFESSIONAL SERVICES AGREEMENT WITH
INTIME SOLUTIONS, INC.
TO IMPLEMENT ENTERPRISE SCHEDULING SYSTEM
THIS AGREEMENT is made and entered into as of July 1, 2006, by and between the
CITY OF NEWPORT BEACH, a Municipal Corporation ("City"), and INTIME
SOLUTIONS, INC., a Canadian Corporation, whose address is 700-5945 Kathleen
Avenue Burnaby, BC Canada V51-141-5 ("Consultant"), 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 carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City, on behalf of the Integrated Law and Justice Agency of Orange County
("ILJAOC"), is planning to implement Consultant's Enterprise Scheduling System,
which is an enhanced version of Consultant's current scheduling software for the
ILJAOC Court Scheduling Project.
C. City desires to engage Consultant to implement Consultant's Enterprise
Scheduling Software by providing countywide training and ongoing maintenance
and support services ("Project").
D. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the services described in this Agreement.
E. The principal member[s] of Consultant for purposes of Project, shall be Jeff
Lacey.
F. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as
follows:
1. TERM
The term of this Agreement shall commence on the above written date, and shall
terminate on the 30th day of June, 2008, unless terminated earlier as set forth
herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference. The
City may elect to delete certain tasks of the Scope of Services at its sole
discretion.
3. TIME OF PERFORMANCE
Time is of the essence in the performance of services under this Agreement and
the services shall be performed to completion in a diligent and timely manner.
The failure by Consultant to perform the services in a diligent and timely manner
may result in termination of this Agreement by City. Diligence will be determined
with respect to industry standards.
Notwithstanding the foregoing, Consultant shall not be responsible for delays due
to causes beyond Consultant's reasonable control, including, without limitation,
failure of the City to respond to Consultant's reasonable requests for information,
input or feedback as necessary for Consultant to provide services. However, in
the case of any such delay in the services to be provided for the Project, each
party hereby agrees to provide notice to the other party so that all delays can be
addressed.
3.1 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator not later than ten (10) calendar days
after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable
time extensions for unforeseeable delays that are beyond Consultant's
control.
3.2 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the
circumstances, either by telephone, fax, hand -delivery or mail.
4. COMPENSATION TO CONSULTANT
City shall pay Consultant for the services on a time and expense not -to -exceed
basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all work performed in accordance with this
Agreement, including all reimbursable items and subconsultant fees, shall not
exceed Two Hundred Eighty Thousand Three Hundred Two Dollars and
no/100 ($280,302) without prior written authorization from City. No billing rate
changes shall be made during the term of this Agreement without the prior
written approval of City.
4.1 Consultant shall submit invoices to City describing the work performed per
the schedule of payments found in Exhibit B. Consultant's invoices shall
include the name of the person who performed the work, a brief
description of the milestone achieved and/or the specific task in the Scope
of Services to which it relates, the date the services were performed, the
number of hours spent on all work billed on an hourly basis, and a
description of any reimbursable expenditures. City shall pay Consultant
no later than thirty (30) days after approval of the monthly invoice by City
staff.
2
0 0
4.2 City shall reimburse Consultant 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
Consultant:
A. The actual costs of sub -consultants for performance of any of the
services that Consultant agrees to render pursuant to this
Agreement, which have been approved in advance by City and
awarded in accordance with this Agreement.
B. Approved reproduction charges.
C. Actual costs and/or other costs and/or payments specifically
authorized in advance in writing and incurred by Consultant in the
performance of this Agreement.
4.3 Consultant 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 Project, 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.
5. PROJECT MANAGER
Consultant 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. Consultant has designated JEFF LACEY to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or
any personnel listed in Exhibit A or assign any new or replacement personnel to the
Project without the prior written consent of City. City s approval shall not be
unreasonably withheld with respect to the removal or assignment of non -key
personnel.
Consultant, at the sole discretion of City, shall remove from the Project any of its
personnel assigned to the performance of services upon written request of City.
Consultant warrants that it will continuously fumish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
6. ADMINISTRATION
This Agreement will be administered by the Police Department. CAPTAIN
JOHN DESMOND 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.
3
0
7. CITY'S RESPONSIBILITIES
In order to assist Consultant in the execution of its responsibilities under this
Agreement, City agrees to, where applicable:
7.1. Provide access to, and upon request of Consultant, 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 Consultant's
work schedule.
7.2 Provide Consultant with access to City resources and timely responses to
requests for information as reasonably requested by Consultant necessary
for Consultant to provide services in a diligent and timely manner.
S. STANDARD OF CARE
8.1 All of the services shall be performed by Consultant or under Consultant's
supervision. Consultant 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 be performed
by qualified and experienced personnel who are not employed by City, nor
have any contractual relationship with City.
8.2 Consultant 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 Consultant to practice its
profession.
8.3 Consultant shall not be responsible for delay, nor shall Consultant 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 Consultant's work
promptly, or delay or faulty performance by City, contractors, or
governmental agencies.
9. HOLD HARMLESS
To the fullest extent permitted by law, Consultant shall indemnify, defend and
hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers, and employees (collectively, the "Indemnified Parties") from and
against any and all claims (including, without limitation, claims for bodily injury,
death or damage to property), demands, obligations, damages, actions, causes
of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses
(including, without limitation, attorney's fees, disbursements and court costs) of
every kind and nature whatsoever (individually, a Claim; collectively, "Claims"),
which may arise from or in any manner relate (directly or indirectly) to any breach
of the terms and conditions of this Agreement, any work performed or services
provided under this Agreement (including, without limitation, defects in
2
workmanship or materials and/or design defects [if the design originated with
Consultant]) or Consultant's presence or activities conducted on the Project
(including the negligent and/or willful acts, errors and/or omissions of Consultant,
its principals, officers, agents, employees, vendors, suppliers, consultants,
subcontractors, anyone employed directly or indirectly by any of them or for
whose acts they may be liable or any or all of them).
Notwithstanding the foregoing, nothing herein shall be construed to require
Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorney's fees in any
action on or to enforce the terms of this Agreement. This indemnity shall apply to
all claims and liability regardless of whether any insurance policies are
applicable. The policy limits do not act as a limitation upon the amount of
indemnification to be provided by the Consultant.
IF FOR ANY REASON EITHER PARTY BECOMES LIABLE TO THE OTHER
FOR DIRECT (or any other) DAMAGES FOR ANY CAUSE WHATSOEVER,
AND REGARDLESS OF THE FORM OF ACTION (in contract, tort or otherwise)
INCURRED IN CONNECTION WITH SERVICES OR THIS AGREEMENT THEN
THE AGGREGATE LIABILITY OF A PARTY FOR ALL DAMAGES, INJURY AND
LIABILITY INCURRED BY THE OTHER PARTY (AND ANY AND ALL
RECOVERABLE LEGAL COSTS) SHALL BE LIMITED TO THE INSURANCE
COVERAGE SET FORTH IN SECTION 14(D) OF THIS AGREEMENT.
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, INCLUDING ANY
LOST PROFITS OR LOST SAVINGS.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis and
Consultant is not an agent or employee of City. The manner and means of
conducting the work are under the control of Consultant, 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 Consultant or
any of Consultant's employees or agents, to be the agents or employees of City.
Consultant shall have the responsibility for and control over the means of
performing the work, provided that Consultant is in compliance with the terms of
this Agreement. Anything in this Agreement that may appear to give City the right
to direct Consultant as to the details of the performance or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of
City with respect to the results of the services.
11. COOPERATION
Consultant agrees to work closely and cooperate fully with City's designated Project
Administrator and any other agencies that may have jurisdiction or interest in the
work to be performed. City agrees to cooperate with the Consultant on the Project.
5
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points
in order to ensure the Project proceeds in a manner consistent with City goals
and policies.
13. PROGRESS
Consultant 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 Project, activities performed and planned, and any meetings that
have been scheduled or are desired.
14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of work, Consultant 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. Consultant 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's 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. Consultant shall maintain
Workers' Compensation Insurance and Employees Liability
Insurance for his or her employees in accordance with the laws of
the State of California. In addition, Consultant shall require each
subcontractor to similarly maintain Workers' Compensation
Insurance and Employer's Liability Insurance in accordance with
the laws of the State of California for all of the subcontractor's
employees. Any notice of cancellation or non -renewal of all
R
E.
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 Consultant for City.
ii. General Liability Coverage. Consultant 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. Consultant shall maintain
automobile insurance covering bodily injury and property damage
for all activities of the Consultant 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.
Endorsements. Each general liability and automobile liability insurance
policy shall be endorsed with the following specific language:
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
the Consultant.
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 the Consultant'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.
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.
7
• i
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. Consultant shall give City prompt and timely
notice of claim made or suit instituted arising out of or resulting from
Consultant's performance under this Agreement.
G. Additional Insurance. Consultant 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 Consultant, or of
the interest of any general partner or joint venturer or syndicate member or
cotenant if Consultant is a partnership or joint -venture or syndicate or cotenancy,
which shall result in changing the control of Consultant. 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
Consultant. Assignments of any or all rights, duties or obligations of the
Consultant under this Agreement will be permitted only with the express written
consent of City. Consultant shall not subcontract any portion of the work 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
Consultant, 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 Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
El
Documents, including drawings and specifications, prepared by Consultant
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 Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to
Consultant's deliverables under this Agreement by City or persons other than
Consultant is waived against Consultant and City assumes full responsibility for
such changes unless City has given Consultant prior notice and has received
from Consultant written consent for such changes.
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 unless City authorizes in writing the release of information.
19. INTELLECTUAL PROPERTY INDEMNITY
The Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement of any
United States' letters patent, trademark, or copyright infringement, including costs,
contained in Consultant's drawings and specifications provided under this
Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the work to be
performed under this Agreement. Consultant 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
Consultant under this Agreement. All such records and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and
make transcripts or copies of such records and invoices during regular business
hours. Consultant 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 Consultant under this Agreement.
21. WITHHOLDINGS
City may withhold payment to Consultant 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.
Consultant shall not discontinue work as a result of such withholding. Consultant
shall have an immediate right to appeal to the City Manager or his/her designee
with respect to such disputed sums. Consultant 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.
0
0
22. ERRORS AND OMISSIONS
0
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what
would have resulted if there were not errors or omissions in the work
accomplished by Consultant, the additional design, construction and/or
restoration expense shall be borne by Consultant. Nothing in this paragraph is
intended to limit City's rights under the law or any other sections of this
Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
24. CONFLICTS OF INTEREST
The Consultant 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 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, Consultant 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. Consultant shall indemnify and hold
harmless City for any and all claims for damages resulting from Consultant's
violation of this Section.
25. 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
Consultant to City shall be addressed to City at:
Attn: Captain John Desmond
Newport Beach Police Department
870 Santa Barbara Dr.
Newport Beach, CA, 92660
Phone: 949-644-3750
Fax: 949-718-1060
All notices, demands, requests or approvals from CITY to Consultant shall be
addressed to Consultant at:
10
Attention: Jeff Lacey
InTime Solutions Inc.
700-5945 Kathleen Avenue
Burnaby, BC Canada V51-141-5
Phone: 800-315-1755
Fax: 604-713-8588
26. 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 ten (10) calendar days, or if more than ten (10) calendar days are
reasonably required to cure the default and the defaulting party fails to give
adequate assurance of due performance within ten (10) 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.
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 Consultant.
In the event of termination under this Section 26, City shall pay Consultant for
services satisfactorily performed (determined reasonably) and reasonable costs
incurred up to the effective date of termination for which Consultant has not been
previously paid. On the effective date of termination, Consultant 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.
27. COMPLIANCE WITH ALL LAWS
Consultant 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 Consultant 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.
28. WAIVER
A waiver by either party of any breach, of any term, 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.
11
0
29. INTEGRATED CONTRACT
0
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.
30. 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.
31. 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.
32. AMENDMENTS
This Agreement may be modified or amended only by a written document executed
by both Consultant and City and approved as to form by the City Attorney.
33. 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.
34. 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.
35. EQUAL OPPORTUNITY EMPLOYMENT
Consultant 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.
12
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
APPROV D AS TO FORM:
C--, e
7
City Attorney
for the City of Newport Beach
AT EST:
By:
LaVonne Har less,
City Clerk
SEW SRT
u �
Cq�' Fp RN`r.
CITY OF NEWP RT BEACH,
A Municipal C rp ation
By:
Bob McDonell, Chief of Police
for the City of Newport Beach
CONSULTANT:
Harry Dollard, President
InTime Solutions, Inc.
By.
Corporate Officer
Attachments: Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
F:\users\cat\shared\daWg\ProfSery\InTimeSolution.doc
13
•
InTime Solutions Inc.
ftnTimer
Training and Support Services
Estimate for the Orange County
Integrated Law and Justice Project
InTime Solutions Inc July 18, 2006
Training and Su000rt Services Estimate to the OCILJ
On-going Annual System Support and Maintenance
This following describes services that InTime Solutions Inc. ("InTime") will perform related to the
ongoing support of the Upgraded InTime Scheduling application for Orange County Integrated Law &
Justice (OCILJ) and all member agencies
InTime's comprehensive suite of customer support services are dedicated to offering the highest level
of support possible. InTime's customer support organization has developed the necessary processes
to enable us to respond quickly to problems and to minimize the impact on critical services. This
section describes each component of the support programs, and defines support terms.
InTime Customer Support Program Summary
✓ Weekday 5 x 9 Live Support for Production System
✓ Assigned OCILJ Support Analyst
✓ Assigned OCILJ Support Technical Lead
✓ Remote Diagnostics
✓ Revisions and Upgrades
✓ Response Time Targets
✓ Assigned Account Manager or Executive
✓ Annual Customer Support Review
✓ Enhanced Support to include Application Administration
Regular Support Hours
During regular InTime's business hours (8 am — 5 pm PST) Monday — Friday, excluding holidays,
there is an immediate phone transfer from the InTime Help Desk to InTime Customer Support
personnel.
Enhanced Application Support
Ongoing management and maintenance of the ILJ application and database servers housing ISE.
Provide troubleshooting assistance for the ILJ application and database servers housing ISE.
InTime Confidential and Proprietary - 2 -
nTi me®
0
InTime Solutions Inc July 18, 2006
Training and Support Services Estimate to the OCILJ
Assigned Application Support Analyst
The assigned Applications Support Analyst (ASA) provides primary Support and analysis by:
• Communicating regularly with contacts designated by our Customer to ensure all Service
Requests with InTime support personnel are being addressed in a timely manner.
• Providing our Customer with status reports on current Service Requests.
• Maintaining primary responsibility for our Customer's Service and Support issues, escalating
them as needed.
• Carrying out problem analysis and replication in an effort to diagnose the source cause of any
problem with the Software.
• Communicating target Response Times to the InTime Support Software Development Team.
• Working with the assigned InTime Account Manager, to recommend the following:
o beneficial InTime training for our Customer's system users, and
o additional InTime products that may assist our Customer in its business goals.
o Resolution of any conflict determined between customer business process and
InTime's product feature set.
Assigned Customer Support Technical Lead
The InTime Customer Support Program includes the assignment of an InTime Customer Support
Technical Lead to our Customer.
Assigned InTime Account Manager or Executive
A resource designated to ensure all open issues with InTime Solutions are being addressed in a
timely manner, to provide business requirements consultation and to consult on any upgrade
strategies required.
Customer Support Review
The InTime Customer Support Program includes an annual review of InTime Customer Support
performance. This may include evaluation of the preceding year's Service Request Response Times,
trends, and Escalations.
Monitored Response Time Targets
Response Time is defined as the time between receiving a notification that a problem with the
production system exists to the time that InTime begins active work on resolution. The Customer
Support Program includes the following monitored Response Time Targets.
Severity Level 1: Critical
InTime Confidential and Proprietary -3-
AM
I InTi
3-
nTl me@
•
InTime Solutions Inc July 18, 2006
Training and Support Services Estimate to the OCILJ
- InTime Customer Support will Respond to 90% of Severity Level 1 Critical incidents on the
production system, within 3 hours, and will Respond to 100% within 4 hours
Severity Level 2: High
- InTime Customer Support will Respond to 100% of Severity Level 2 High incidents on the
production system within 72 hours
Revisions and Upgrades
Periodic releases which may include product improvement or extended functionality.
Quality Assurance Review
The InTime Customer Support Program includes a Quality Assurance Review. InTime encourages
our Customers to work closely with InTime Quality Assurance to promote improvements in our
products, solutions, services and maintenance. InTime QA will consult with our Customer annually to
review and define key InTime quality initiatives. Conversely, InTime will work with our Customer's QA
team to insure adherence to quality standards.
InTime Training Services
InTime will deliver training as an integral part of the OCILJ upgrade to InTime's Enterprise Scheduling
System. InTime recommends providing individualized training for each agency. This would allow
each agency to be trained with their agency specific data ensuring better comprehension and success
of project. In addition to this training InTime will offer a complete project services package as an
option to the ILJ or each individual agency. The following lists the training services expected to be
provided to each agency.
Intro to InTime - A course where participants gain fundamental knowledge on InTime architecture,
end-user application, terminology, and, if applicable, key information on upgrading. This training
session is designed for both master and daily schedulers. It focuses on the general overview and
navigation of the software. Master schedulers will need to attend this class before going to the
advanced session.
Advanced Concepts - This training session is designed for Master schedulers. Users will learn how
to set up the basic application components, set parameters that control scheduling, such as positions,
shifts and people as well as set up the master schedule. This will be delivered to each individual
agency.
InTime Confidential and Proprietary - 4 -
nTi me•
In Time Solutions Inc July 18, 2006
Training and Support Services Estimate to the OCILJ
Training Estimates
Training Type/Course
Number
of
Agencies
Agencies
per class ,
Attendees'..
per class
Number
of
Classes
- Cost
Intro Course
20
4
12
5
$10,000
Advanced Concepts
20
1
6
20
40,000
Training Prep
20
18,750
Total Costs
20
$68,750
Estimated Travel Costs
Trip
Qty
Costs
Totals
Intro Course
4
2,000
8,000
Advanced Concepts Training
10
2,000
20,000
Totals
$28,000
Ongoing Support and Maintenance
Notes
1. All Prices quoted are in US dollars.
2. Travel and Living Expenses are estimates only and will be billed as incurred.
3. Pricing does not include third party goods and services. Third party hardware and licenses are not
included.
4. The annual maintenance fee is calculated based on the software license fees for baseline and
proposed options in the system, and the scope of InTime's integration responsibilities. Changes to
In Time Confidential and Proprietary -5-
Q
5-
Q linT' mee
Qty
Costs
Totals
Annual Support
3
58,684
176,052
Orion License and Support
1
7;500
7,500
Totals
$183,552
Notes
1. All Prices quoted are in US dollars.
2. Travel and Living Expenses are estimates only and will be billed as incurred.
3. Pricing does not include third party goods and services. Third party hardware and licenses are not
included.
4. The annual maintenance fee is calculated based on the software license fees for baseline and
proposed options in the system, and the scope of InTime's integration responsibilities. Changes to
In Time Confidential and Proprietary -5-
Q
5-
Q linT' mee
0
0
InTime Solutions Inc July 18, 2006
Training and Support Services Estimate to the OCILJ
these items will affect the annual maintenance fee.
5. Pricing is exclusive of any and all applicable taxes and duties, including withholding taxes.
6. Any InTime ISE Modules or Custom Reports that are not part of the agreed upon substantial
upgrade to the SpeedShift scheduling program (ISE) shall not be covered by this agreement with
the ILJ. InTime is free to negotiate with member agencies to add optional modules or custom
reports at the member agencies expense provided this customization does not delay the overall
implementation process. These optional modules include:
• Payroll (FLSA Hours to Gross)
• Billing (Hours to Invoiceable Charge)
• Training & Skills Management
• Notifications (Automated Call In, Emergency Broadcast, Skill Expirations)
• Overtime Management (Voluntary, Mandatory)
7. Annual support will be invoiced on upon annual expiration date. (June 30th)
Payments
1. Ongoing Support and Maintenance —100% payable for the first year, second and third
years will be paid in monthly installments upon approval of invoice.
2. Introductory course, training preparation, and travel costs —100% payable at time of
completion.
3. Advanced Concepts training, training preparation, and travel costs —100% payable at time
of completion.
F:\users\cat\shared\da\Ag\ProfServ\InTimeSolutionTrai ning.doc
InTime Confidential and Proprietary -6-
AM
'%Ti
6-
nTi me®