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HomeMy WebLinkAboutGRAFFITI TRACKER 1 - 2007 INSURANCE NOT RFQUII\[U WORK ~.~i\Y PROCEED CLERK OF COUNCIL DATE: ;) - AI-O '1 0: pD C;L) ~t..SCflL A-2007-037 PROFESSIONAL SERVICES AGREEMENT (City of Santa Ana and Graffiti Tracker Inc.) THIS PROFESSIONAL SERVICES AGREEMENT is made as of February 5, 2007, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"), and Graffiti Tracker Inc., a California corporation("Contractor"). RECITALS 1. City has determined that it requires professional services from a Contractor to provide graffiti analysis and tracking services for the City of Santa Ana. 2. City desires to retain Contractor as an independent contractor to provide such services on an as needed basis. 3. Contractor represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees. NOW, THEREFORE, in consideration of performance by the parties of the promises, covenants, and conditions herein contained, the parties hereto agree as follows: 1. Contractor's Services. a. Scope and Level of Services. The nature, scope, and level of the specific services to be performed by Contractor are as set forth in Exhibit A, attached to this Agreement and incorporated herein as though set forth in full. City is retaining Contractor pursuant to this Agreement on a non-exclusive basis and reserves the right to retain other professionals to perform similar service if City determines such services are needed. b. Time of Performance. The services shall be performed in a timely manner and on a regular basis in accordance with the written instruction of the Contract Administrator. Time is of the essence in the performance of this Agreement. 2. Standard of Care. As a material inducement to City to enter into this Agreement, Contractor hereby represents and warrants that it has the professional expertise and experience necessary to undertake the services to be provided herein. 3. Compliance with Law. All services rendered hereunder by Contractor shall be provided in accordance with all ordinances, resolutions, statutes, rules, and 1 regulations of City and any federal, state or local governmental agency having jurisdiction in effect at the time service is rendered. 4. Term of Agreement. This Agreement is effective on the date set forth in the initial paragraph of this Agreement and shall remain in effect for a period of 12 months, unless earlier terminated pursuant to Section 13. The term of the Agreement may be extended only upon approval by the City Council. 5. Compensation. City agrees to compensate Contractor for its services according to the fee and payment schedule set forth in Exhibit S, attached hereto and incorporated herein as though set forth in full. In no event shall the total compensation and costs payable to Contractor under this Agreement exceed the sum of $48,000.00 unless specifically approved by the City Council. Said fee is based on the number of photos analyzed weekly. The Parties have agreed that, when the average number of photos is determined, Contractor shall set its annual fee at the next lower point set forth in Contractor's fee schedule. 6. Ownership of Work Product. All reports, documents or other written material developed by Consultant in the performance of this Agreement shall be and remain the property of City without restriction or limitation upon its use or dissemination by City. Contractor agrees that Contractor will provide a data exportation feature for the retrieval of uploaded data and transfer into City's crime analysis software such as ORION and COPLlNK. Said data will be provided in a suitable format, such as .dbf, that may be manipulated by City for its crime reporting and analysis uses. 7. Representatives. a. Project Manager. The Project Manager for the services required under this Agreement is hereby designated as Timothy M. Kephart who shall be the representative of Contractor authorized to act in its behalf with respect to the services specified herein. It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Project Manager were a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Project Manager shall be responsible during the term of this Agreement for directing all activities of Contractor and devoting sufficient time to personally supervise the services hereunder. The foregoing Project Manager may not be changed by Contractor without the express written approval of City. b. Contract Administrator. The Contract Administrator and City's representative shall be the Executive Director of the Public Works Agency, or his designee. It shall be Contractor's responsibility to assure that the Contract Administrator is kept informed of the progress of the performance of the services, and Contractor shall refer any decisions that must be made by City to the Contract 2 Administrator. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Administrator. 8. Standard of Performance. Contractor shall perform all work to the highest professional standards and in a manner reasonably satisfactory to City. Contractor hereby covenants that it shall follow the highest professional standards in performing all services required hereunder. 9. Status as Independent Contractor. Contractor is, and shall at all times remain as to City, a wholly independent contractor. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent. Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor's employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner, employees of City. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Agreement, and to indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor shall fully comply with the workers' compensation law regarding Contractor and Contractor's employees. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with applicable workers' compensation laws. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this section. 10. Conflict of Interest. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by Contractor under this Agreement, or which would conflict in any manner with the performance of its services hereunder. 11. Indemnification. Contractor agrees to indemnify, hold harmless and defend City and the Redevelopment Agency ("Agency"), and their respective officers, employees, volunteers, and agents serving as independent contractors in the role of City or Agency officials, (collectively, "Indemnitees"), from any claim, demand, damage, liability, loss, cost or expense, for any damage whatsoever, including but not limited to death or injury to any person and injury to any property, resulting from willful misconduct, negligent acts, errors or omissions of Contractor or any of its officers, employees, or agents. a. City does not, and shall not, waive any rights that it may possess against Contractor because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. 3 b. This hold harmless, indemnification and defense provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense. Contractor agrees that Contractor's covenant under this section shall survive the termination of this Agreement. 12. Cooperation. In the event any claim or action is brought against City relating to Contractor's performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation which City might require. 13. Termination. a. City shall have the right to terminate the services of Contractor at any time for any reason on sixty (60) calendar days written notice to Contractor. In the event this Agreement is terminated by City, Contractor shall be paid for services satisfactorily rendered to the last working day this Agreement is in effect, and Contractor shall have no other claim against City by reason of such termination, including any claim for compensation. b. Contractor shall have the right to terminate this Agreement at any time for any reason on sixty (60) calendar days written notice to City, and Contractor shall be paid for services satisfactorily rendered to the last working day this Agreement is in effect. 14. Suspension. City may, in writing, order Contractor to suspend all or any part of Contractor's services under this Agreement for the convenience of City or for work stoppages beyond the control of City or Contractor. Subject to the provisions of this Agreement relating to termination, a suspension of the services does not void this Agreement. 15. Notices. Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during receiving party's regular business hours or by facsimile before or during receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses heretofore below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section. City: Executive Director of the Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21 ) Santa Ana, CA 92701 With courtesy copy to: 4 Santa Ana Police Department Crimes Against Persons Division 60 Civic Center Plaza P.O. Box 1981 Santa Ana, CA 92702 Contractor: Graffiti Tracker Inc. Timothy Kephart 3780 Kilroy Airport Way, Suite 200 Long Beach, CA 90806 16. Nondiscrimination and Equal Employment Opportunity. In the performance of this Agreement, Contractor shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation. Contractor will take affirmative action to ensure that employees are treated without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 17. Assignability; Subcontracting. Contractor shall not assign, transfer, or subcontract any interest in this Agreement or the performance of any of Contractor's obligations hereunder, without the prior written consent of City, and any attempt by Contractor to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be void and of no effect. 18. Compliance with Laws/Licenses. Contractor shall comply with all applicable laws, ordinances, codes and regulations of the federal, state, and local governments. Contractor shall obtain and maintain all necessary professional licenses for providing the services outlined in this Agreement. 19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of anyone or more of the conditions of performance under this Agreement shall not be a waiver of any other condition of performance under this Agreement. In no event shall the making by City of any payment to Contractor constitute or be construed as a waiver by City of any breach of covenant, or any default which may then exist on the part of Contractor, and the making of any such payment by City shall in no way impair or prejudice any right or remedy available to City with regard to such breach or default. 20. Attorney's Fees. The venue for any litigation shall be Orange County. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Agreement shall not be resolved by any rules of 5 interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted this Agreement or who drafted that portion of the Agreement. 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provision of any Exhibit or document incorporated herein by reference, the provisions of this Agreement shall prevail. 22. Entire Agreement. This Agreement, and any other documents incorporated herein by specific reference, represents the entire and integrated agreement between City and Contractor. This Agreement supersedes all prior oral or written negotiations, representations or agreements. This Agreement may not be amended, nor any provision or breach hereof waived, except in a writing signed by the parties which expressly refers to this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. "City" ATTEST: CITY OF SANTA ANA Patricia E. Healy City Clerk APPROVED AS TO FORM: ') :' ~~ David N. Rea City Manager /L oseph W. Fletcher City Attorney GRAFFITI TRACKER, INC. BY:-=C:- \~~L~l f Timothy M. Kephart President 6 EXHIBIT A SCOPE OF SERVICES Contractor shall perform the following services for the City of Santa Ana: Responsibilities 1. Provide, at City expense, the equipment set forth in Exhibit S, hereto, and train designated personnel on the use of said equipment. 2. In cooperation with City, Establish graffiti tracking protocols, and include limited customization to include labeling of photos with reporting information such as public/private property, square footage of graffiti, removal methods, political reporting district (Ward), and any other memo-fields that may be determined at a later date. 3. Train personnel on how to upload graffiti data to the Graffiti Analysis Intelligence Tracking System (GAITS). Provide training to all designated personnel (city staff/law enforcemenUDistrict Attorney's Office) on how to utilize the GAITS system. 4. Provide access to GAITS to all designated personnel twenty-four hours a day, seven days a week until contract ends. 5. On a daily basis, graffiti data will be uploaded to the GAITS system from the City of Santa Ana staff. Graffiti Tracker Inc. will be responsible for analyzing all of that data, including identifying and searching the database for each moniker and making the results of that analysis available to the GAITS system. Contractor shall strive for a 24 hour turn around on each uploaded data package. 6. Provide unlimited site licenses for access to the Graffiti Analysis Intelligence Tracking System (GAITS). Permission from the Contract Administrator will be required for anyone to have access to this system. Upon permission being granted for access to the system, a username and password will be given to those individuals and they will be granted an "Operator" level access to the GAITS system. This license will be in effect for the duration of the contract. 7. Contractor will monthly submit a report to the Contract Administrator setting forth the numbers of photos received from Santa Ana, those analyzed and duplicates deleted. 7 8. Contractor will not be required to work on the following ten City holidays: 1 January 1 (New Year's Day) 2. The third Monday in January (Dr. Martin Luther King Jr. Day) 3. The third Monday in February (President's Day) 4. March 31st (Cesar Chavez Day) 5. The last Monday in May (Memorial Day) 6. July 4 (Independence Day) 7. The first Monday in September (Labor Day) 8. November 11 (Veteran's Day) 9. The fourth Thursday in November (Thanksgiving Day) 10. December 25 (Christmas Day) 8 Exhibit B Equipment List and Fee Schedule UNIT QTY ITEM COST TOTAL Ricoh 500SE GPS Camera wi standard 31 accessones 799 $24,769 31 GPS Cards 159 $4,929 62 I Gigabyte Sccure Digital Cards 20 $1,240 31 Battery Chargers, BJ-2e 20 $620 62 Lithium Batteries, DB-43 20 $1,240 I GPS/Address Conversion Software 250 $250 $300 10 USB Computer Memory Card Reader 30 $33,348 Contractor agrees it will supply two (2) of the above listed cameras, and their related equipment, at no cost to City. Contractor's fee schedule is as follows: Up to 200 incidents per week 201 - 400 incidents per week 401 - 600 incidents per week 601 - 800 incidents per week 801 - 1000 incidents per week $24,000 annually $30,000 annually $36,000 annually $48,000 annually $60,000 annually City anticipates that it will submit between 601 - 800 photos per week. Contractor has agreed that, regardless of the number of photos submitted, Contractor shall charge City at the next lower price level, an approximate $12,000 discount. The total amount paid for services provided by Contractor for the twelve-month time period commencing March 1, 2007 and ending February 29, 2008 shall not exceed $48,000 The total contract price shall also include equipment costs as set forth above. Upon execution of this contract, Contractor shall invoice City, in advance for the initial six month term of this contract. Payment by City shall be made within thirty (30) days following receipt of proper invoice, subject to City accounting procedures. Contractor and City shall reevaluate the performance of this contract during the last month of said six month term. That evaluation will include a calculation of the number of photos analyzed on a monthly basis during the first six months. Based on that evaluation, the parties may agree to adjust the contract price, however, Contractor will 9 continue to set City's obligation at Contractor's next lower price level. Commencing with the second six month period, Contractor shall invoice City, in advance on a monthly level term basis. to