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HomeMy WebLinkAboutC-4854 - Agreement for a Secure Website - Secure Dedicated ServerAgreement This Agreement dated this I VI, day of 12011 BETWEEN: Crossroads Software, Inc., a California Corporation, 210 W. Birch St. #207, Brea, CA 92921 (herein Crossroads) - AND — City of Newport Beach, a California Municipal Corporation (herein Newport Beach), 870 Santa Barbara Dr., Newport Beach, CA 92660 IN CONSIDERATION OF THE COVENANTS and agreements contained in this Agreement, the parties involved agree as follows: General Definitions and Terms Crossroads Responsibilities 1. Crossroads will host a secure website for dissemination of crash reports to insurance companies, involved parties and other authorized entities. 2. Crossroads will manage a secure dedicated server hosted at an established data center with VPN management access. The server facility provides usage monitoring, firewall technology, strict password rules, tracking of failed login attempts, and encrypted data service with 128 bit SSL security. 3. Crossroads will process requests received by mail for collision reports, as well as download requests from the secure website. 4. Crossroads will provide in -house resources to handle questions regarding access to collision reports from insurance companies, involved parties and authorized entities. Questions about access to collision reports will be handled by phone and e-mail at Crossroads' offices on a timely basis. 5. As directed by Newport Beach, Crossroads will redact event fields associated with confidential information. 6. Crossroads will collect the sum of $10.00 on behalf of Newport Beach for each report provided to an approved insurance company, involved party or authorized entity. 7. Crossroads will pay to Newport Beach by the 15a' of each month revenue collected on Newport Beach's behalf for all collision reports purchased during the preceding month. 8. Crossroads will provide accounting statements detailing the collision dissemination transaction each month. 9. Crossroads agrees that Newport Beach or their designated representatives, shall have the right to review and to copy any accounting and banking records and supporting documentation pertaining to the performance of this agreement. Crossroads agrees to allow the auditor(s) access to such records during normal business hours. 10. Crossroads will provide Newport Beach access to the Ecommerce website for administrative purposes and for collision lookup and access by authorized Newport Beach personnel. 11. Crossroads will arrange to acquire any hard copy collision reports on a daily basis (weekdays) at the Newport Beach Police Deparhnent that are not being produced electronically using the Crossroads Collision Database System. 12. Crossroads Software will execute data entry for all hard copy, collision reports that are not being produced in electronic format. Crossroads will input scene information, conditions information, involved party and passenger information and all relevant fields needed for executing quality analysis of collision events and for indexing collision reports for use in the Ecommerce website. The data will be provided back to Newport Beach for use in the analysis package on daily basis. 13. Crossroads will provide a site license and ongoing maintenance and support for the Crossroads Collision Database System including updates to the most current versions as they become available. Crossroads will execute the Street Name Verification and Geocoding of Newport Beach's collision records and provide the updated information to Newport Beach for use in their analysis functions in the Crossroads Collision Database System. 14. Crossroads Software will provide an on -site training session in the use of the Collision Database System to Newport Beach. 15. Crossroads Software will produce a module for outputting an exchange file of collision records in a format required by Newport Beach. 16. In consideration of the services provided by Crossroads, Crossroads will add a convenience fee of $10.00 (paid by the requester) for each report disseminated by Crossroads. 17. Crossroads will provide a site license for the Handheld Collision Reporting and Handheld Citation Module to Newport Beach, and provide a training session in the use of the system. 18. Crossroads will provide ongoing maintenance and support of the handheld report writing system (including both the Crossroads Handheld Citation System and the Handheld Collision Reporting Module). Crossroads will provide updates to current versions as they become available. 19. Nothing in this agreement prevents Newport Beach or its employees from conforming to the requirements of the California Public Records Act (Government Code 6250, et seq). Newport Beach Responsibilities 1. Newport Beach will make hard copy collision reports available to Crossroads as they are approved on a daily basis (weekdays) for those reports not being produced in the Crossroads collision report modules. 2. Newport Beach will provide an electronic transfer for those collision records that are produced digitally. 3. Newport Beach will refer all Insurance Company collision report requests to Crossroads. 4. Newport Beach acknowledges that Crossroads has the right to provide images of the traffic collision reports to legally documented insurance companies, other law enforcement agencies, and authorized individuals requesting these reports. Maintenance 1. Crossroads will maintain the secure website for dissemination of collision reports, and will provide ongoing maintenance and support for the software provided to Newport Beach for use in creating collision reports, and for executing collision analysis. Failure to Perform 1. There will be no liability to either party for a force majure situation. Whether from a force majure or other reason for failure to perform, neither party shall be responsible to the other party for any damages other than the obligations set forth in this Agreement. In no event will either party be liable for incidental or consequential damages. 2. Crossroads and Newport Beach expressly agree that in addition to any claims filing requirements set forth in this Agreement, Crossroads shall be required to file any claim Crossroads may have against Newport Beach in strict conformance with the California Government Claims Act (California Government Code sections 900 et seq.). Terms for Cancellation 1. This agreement maybe terminated by either party at anytime with 30 days written notice. The term of this agreement will be for three (3) years, beginning on July 1, 2011, through June 30, 2014.Newport Beach and Crossroads may agree to renew the Agreement for up to two (2) additional one (1) year terms, unless otherwise updated and extended by Newport Beach and Crossroads. Miscellaneous 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. This Agreement may be modified or amended only by a written document executed by Newport Beach and Crossroads and approved as to form by the City Attorney for Newport Beach. 3. Crossroads shall designate a Project Manager, who shall coordinate this Agreement on behalf of Crossroads. This Project Manager shall be available to Newport Beach at all reasonable times during the Agreement term. Crossroads has designated Jeff Cullen to be its Project Manager. Crossroads shall not remove or reassign the Project Manager or assign any new or replacement personnel to the Project without the prior written consent of Newport Beach. Newport Beach's approval shall not be unreasonably withheld with respect to the removal or assignment of non -key personnel. Crossroads, at the sole discretion of Newport Beach, shall remove from the Project any of its personnel assigned to the performance of any services under this Agreement upon written request of Newport Beach. Crossroads warrants that it will continuously furnish the necessary personnel to complete all of its obligations under this Agreement on a timely basis as contemplated by this Agreement. 4. This Agreement will be administered on behalf of Newport Beach by the Police Department. The Traffic Services Lieutenant or his/her designee, shall be the Project Administrator and shall have the authority to act for Newport Beach 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. 5. 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. Crossroads 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 or performed by Crossroads shall conform to applicable city, county, state and federal laws, rules, regulations and permit requirements. Crossroads 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, Crossroads 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 Newport Beach. Crossroads shall indemnify and hold harmless Newport Beach, its officials, agents, officers, representatives and employees for any and all claims for damages resulting from Crossroads' violation of this Section. 8. Crossroads shall defend and indemnify Newport Beach, its officials, 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 and attorneys' fees. 9. Crossroads shall keep records and invoices in connection with the work to be performed under this Agreement. Crossroads shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures and disbursements charged to Newport Beach, for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Crossroads under this Agreement. All such records and invoices shall be clearly identifiable. 10. It is understood that Newport Beach retains Crossroads on an independent contractor basis and Crossroads is not an agent or employee of Newport Beach. The manner and means of conducting the work are under the control of Crossroads, 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 Crossroads or any of Crossroads' employees or agents, to be the agents or employees of Newport Beach. Crossroads shall have the responsibility for and control over the means of performing the work, provided that Crossroads is in compliance with the terms of this Agreement. Anything in this Agreement that may appear to give Newport Beach the right to direct Crossroads as to the details of the performance or to exercise a measure of control over Crossroads shall mean only that Crossroads shall follow the desires of Newport Beach with respect to the results of the services. 11. To the fullest extent permitted by law, Crossroads shall indemnify, defend and hold harmless Newport Beach, its elected and appointed officials, 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 workmanship or materials or Crossroads' presence or activities conducted under this Agreement (including the negligent and /or willful acts, errors and /or omissions of Crossroads, its principals, officers, agents, employees, vendors, suppliers, Crossroads subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require Crossroads 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 Crossroads. 12. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorney's fees. 13. Notices All Notices shall be made in writing and shall be sent by personal delivery, first class mail, return receipt requested, overnight express, or facsimile. Notices may be sent to the following addresses: Newport Beach: Newport Beach Police Department, Attn: Traffic Services Lieutenant 870 Santa Barbara Dr Newport Beach, CA 92660 Crossroads: Crossroads Software, Inc. Attn: Newport Beach Project Mgr 210 W. Birch St. #207 Brea, CA 92821 IN WIT�S WHEREOF the parties have executed this Letter of Understanding on this ` M day of 2011. APPROVEDJAS TO FORM: CITY OF NEWPORT BEACH, OFFICE OF THE CITY ATTORNEY: By: a rL N Dav R. Hunt, City Attorney ATTEST: By: aA� Leilani Brown, City Clerk „FART � A Municipal Chief of Police CROSSROADS: By:— Eti'tc� (Corpora Officer) Title:_ C'r- U Print Name: 7C'V C'Ot By: d". I I IDi uyj (Financial Officer) Title: U rU — Print Name: