No preview available
HomeMy WebLinkAboutC09-343 InnoVisitAGREEMENT FOR CONTRACTUAL SERVICES THIS AGREEMENT ("Agreement") is entered into this day of~ :' , 2009 is between Eagle County by and through its Board of County Commissioners ("Co~ty") on behalf of the Eagle County Justice Center Financing Corporation, a Colorado nonprofit corporation organized for the benefit of the people of Eagle County (the "Corporation") and InnoVisit LLC., doing business at 2807 Highway 143, Deatsville, AL 36022 hereinafter referred to as "Contractor". WITNESSETH Whereas, the County has entered into a Lease Purchase Agreement with the Corporation dated as of September 1, 2008, for the lease of certain improvements to be constructed on property that the Corporation controls as a ground lessee for use as a justice center of Eagle County; and Whereas, the County is obliged under the Lease Purchase Agreement to act on the Corporation's behalf to design and construct the improvements, and to enter into contracts to that end on behalf of the Corporation as the disclosed principal; and Whereas, title to the improvements shall at all times vest in the Corporation, in accordance with the terms of the Lease Purchase Agreement; and Whereas, Wells Fargo Bank, National Association or its assignee, pursuant to the Lease Purchase Agreement, between Eagle County Justice Corporation, as lessor, and Eagle County, Colorado as lessee is the "Trustee" and shall be referred to as such hereinafter; and Whereas, the County desires to employ the Contractor to provide a Video Visitation System for the Eagle County Sheriffls Office; and Whereas, the Contractor is qualified to provide these services. NOW THEREFORE, in consideration of mutual promises and covenants contained herein, the parties hereto do mutually agree as follows: 1. Term. This agreement is effective upon execution by the parties and shall continue until the project is complete unless earlier terminated as provided herein. 2. Duties of the Contractor. The Contractor shall have and perform the following duties as set forth more fully and more particularly in Attachment "A" Scope of Services incorporated herein by reference: InnoVisit LLC will design, provide and install a completely assembled and tested package of electronics for an operational video visitation system ("System"). The System Page 1 of 16 ~KJ will include 15 video visitation stations and 1 mobile video visitation station. The video visitation system will be a 100% closed network TCP/IP based system. The Contractor will also provide all necessary software to operate the video visitation system. Contractor shall promptly correct work rejected by County as failing to conform to the requirements of the Agreement and Contractor shall bear the cost of correcting such rejected Work. While performing work and installing the System at the Eagle County Justice Center, Contractor shall comply with FCI Constructor's Inc.'s ("General Contractor") Safety Program and Procedures. 3. Time of Performance. 3.1 Contractor shall follow the schedule as set forth in Attachment "A" (hereinafter "Provisional Schedule") while coordinating with the General Contractor to assure no delays in the installation of the System. 3.2 As soon as the notice to proceed is issued to the Contractor as set forth in ¶6.4 of this agreement, Contractor shall set the Provisional Schedule to calendar dates, as practically as possible (hereinafter the schedule set to calendar dates shall be referred to as the "Updated Schedule"). 3.3 Following County Representative's approval and signature of the Updated Schedule the schedule will be considered finalized and will be attached to this Agreement and incorporated herein by reference. 4. Representations and Warranties. By executing this Agreement, the Contractor makes the following express representations and warranties: 4.1. The Contractor is a professional qualified to perform the services described. 4.2. The Contractor warrants all the work performed by the Contractor is adequate and sufficient to meet the requirements and accomplish the purposes of the agreement. 4.3. The Contractor acknowledges that the County's review of the work performed in no way diminishes the Contractor's warranty pertaining to the work performed. 5. Method of Payment. For all services actually, timely and faithfully performed, the Contractor will be paid as follows: 5.1. The Contractor shall be paid the sum not to exceed $65,732.00, allocated in the following manner set forth more particularly in Attachment A. Page 2 of 16 5.2. As a condition precedent for any payment, the Contractor shall submit monthly an invoice to the County requesting payment for services properly rendered and expenses due. The Contractor's invoice shall describe with reasonable particularity each service rendered and the date thereof. The Contractor's invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought as the County may require. Each invoice shall bear the signature of the Contractor, which signature shall constitute the Contractor's representation to the County that the services indicated in the invoice have reached the level stated, have been properly and timely performed as required herein, that the expenses included in the invoice have been reasonably incurred in accordance with this Agreement, that all services provided are for a public purpose, that all obligations of the Contractor covered by prior invoices have been paid in full, and that the amount requested is currently due and owing, there being no reason known to the Contractor that payment of any portion thereof should be withheld. Submission of the Contractor's invoice for the final payment shall further constitute the Contractor's representation to the County that, upon receipt by the County of the amount invoiced, all obligations of the Contractor to others, including its consultants, incurred in connection with the Project, will be paid in full. The Contractor shall submit invoices to the County at the following address: Rick Ullom, Construction Manager PO BOX 850 Eagle, CO 81631 5.3 All provisions of Attachment "A" including without limitation those establishing obligations and procedures, shall remain in full force and effect notwithstanding the making or acceptance of final payment. 6. Duties of the County. 'The County shall have and perform the following duties, obligations, and responsibilities to the Contractor: 6.1. The County has installed any and all conduit and raceway in the new facility from the systems room to each of the video visitation station locations required for InnoVisit LLC supplied material. County has provided and installed any and all conduit and raceway from the systems room in the new facility to the existing controls room in the existing facility required. 6.2. County will provide on request per instance, Cisco Anyconnect VPN access for the application server at the main head-end rack location for remote support. Remote support for the application server is provided by InnoVisit LLC at no charge for the first 12 months after system certification. 6.3. The County will provide all necessary escort staff and background checks on Contractor's staff. 6.4. The County will issue a written Notice to Proceed ("NTP") to the Contractor. Contractor will not commence any work under this Agreement until the Notice to proceed has been issued. The County's Construction Manager is authorized to sign the NTP. Page 3 of 16 6.5. The County will provide Cats cabling from the Control Room to the 1 S endpoints in the new and old build. 6.6. The County will provide low voltage wiring from the electrical room to endpoints in the new build and from the control room to endpoints in existing build. 6,7 The County will provide the administrative station and control server. 7. Notice. Except as otherwise provided in this Agreement any notice of default or termination from either party to the other parry must be in writing and sent by certified mail, return receipt requested, or by personal delivery with receipt. For purposes of all notices, Contractor's and County representative are: County: Eagle County Project Management Department Rick Ullom, Construction Manager P.O. BOX 8S0 Eagle, CO 81631 970-328-8780 Contractor: InnoVisit, LLC PO Box 186 Marbury, AL 36051 With a copy to: InnoVisit, LLC, PO Box 210424 Montgomery, AL 36121 Attention: Legal Department Amanda Bay PO Box 8S0 Eagle, CO 81631 Bill Kaufman PO Box 3S9 Eagle, CO 81631 Bryan Treu Kyle Weber PO BOX 8S0 Eagle, CO 81631 Page 4 of 16 8. Default and Termination 8.1. The failure of the Contractor to comply with any provision of this Agreement will place the Contractor in default. Prior to terminating the Agreement, the County will notify the Contractor in writing. This notification will make specific reference to the provision which gave rise to the default. The County will give the Contractor fourteen (14) days to cure the default. The County representative, as written in ¶ 6 of this Agreement, is authorized to provide written notice of default on behalf of the County, and if the default situation is not corrected within the allotted time the Facilities Manager is authorized to provide final termination notice on behalf of the County to the Contractor. 9. Insurance. At all times during the term of this Agreement, Contractor will procure and maintain the following insurance: 9.1 Claims under Workmen's Compensations, disability benefits, and other similar employee benefit acts, with coverage and in amounts as required by the laws of the State of Colorado. 9.2 Comprehensive General Liability Coverage in the minimum amount of $1,000,000 per person as well as $1,000,000 per occurence for coverage of claims for damage arising from the performance of services under this Agreement, including but not limited to personal injury or death, property damage, and other damges imposed by law upon Contractor with respect to all work performed by them. 9.3 Comprehensive Automobile Insurance in the amounts as required by the laws of the State of Colorado. 9.4 All insurance required hereby shall be issued by an insurance company or companies authorized to do business in the State of Colorado. 9.5 Such policies as set forth in section 8.1, 8.2, 8.3, and 8.4 of this Agreement shall include the County, the Corporation, and the Trustee, as their respective interests may appear, as additional named insured, and shall include a provision prohibiting cancellation, termination, or alteration without 30 days prior notice by certified mail to the County, the Corporation and the Trustee. Certificates of Insurance acceptable to the County, the Corporation and the Trustee evidencing the above required amounts shall be filed with the County, the Corporation and the Trustee within ten (10) days from the execution of this Agreement. 10. Permits. The Contractor will obtain and pay for all necessary permits, permit application fees, licenses or any fees required. Page 5 of 16 11. Laws & Regulations. The Contractor will comply with all laws, ordinances, regulations, and building code requirements applicable to the work required by this Agreement. The Contractor is presumed to be familiar with all state and local laws, ordinances, code rules and regulations that may in any way affect the work outlined in this Agreement. If the Contractor is not familiar with state and local laws, ordinances, code rules and regulations, the Contractor remains liable for any violation and all subsequent damages or fines. 12. Indemnification. The Contractor agrees to protect, defend, indemnify, and hold the County and their officers, employees and agents free and harmless from and against any and all losses, penalties, damages, settlements, costs, charges, professional fees or other expenses or liabilities of every kind and character arising out of or directly or indirectly relating to any and all claims, liens, demands, obligations, actions, proceedings or causes of action of every kind and character in connection with or arising directly or indirectly out of this Agreement and/or the performance hereof. Without limiting the generality of the foregoing, any and all such claims, etc., including but not limited to personal injury, death, damage to property (including destruction) defects in materials or workmanship, actual or alleged infringement of any patent, trademark, copyright (or application for any thereof) or of any other tangible or intangible personal or property right, provided, however, that the alleged infringement is not the result of the incorporation of Contractor's product with Work not supplied by Contractor, the alteration or misapplication of Contractor's Work, or if the Work was performed according to County's written specifications or any actual or alleged violation of any applicable statute, ordinance, administrative order, rule or regulation or decree of any court, shall be included in the indemnity hereunder. 13. Assignment of Interest. The Contractor and County recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the County. Therefore, the Contractor hereby assigns to the County any and all claims for such overcharges as to goods, material or services purchased in connection with the Agreement. However, for all other assignments, neither party will assign, convey, pledge, sublet, transfer or otherwise dispose of any interest in this Agreement and shall not transfer any interest in same without prior written consent of the other party. 14. Successors and Assigns. The County and Contractor each bind the other and their respective successors and assigns in all respects to all of the terms, conditions, covenants, and provisions of this Agreement. 15. Independent Contractor. In the performance of this Agreement, the Contractor is acting in the capacity of an independent contractor and not as an agent, employee, partner, joint venturer, or associate of the County. The Contractor is solely responsible for the means, method, technique, sequence, and procedure utilized by the Contractor in the full performance of the agreement. Neither Contractor nor any of its employees, officers, agents or any other individual directed to act on behalf of Contractor for any act related to Page 6 of 16 this Agreement shall represent, act, purport to act, or be deemed to be the agent, representative, employee or servant of the County. For independent contractors outside the construction industry with fewer than four employees choosing not to secure worker's compensation coverage, the Independent Contractor outside the construction industry verifies that it has posted clear written notice in a conspicuous location accessible to all employees, telling employees and others of their lack of entitlement to worker's compensation benefits. Policies and decisions of Contractor, which may be represented by Contractor in performance of this Agreement, shall not be construed to be the policies or decisions of the County. 16. Collusion. By signing this Agreement, the Contractor declares that this Agreement is made without any previous understanding, agreement, or connections with any persons, contractors or corporations and that this Agreement is fair, and made in good faith without any outside control, collusion, or fraud. 17. Conflict of Interest. The Contractor warrants that it nor any of its employees have any financial or personal interest that conflicts with the execution of this Agreement. The Contractor shall notify the County of any conflict of interest due to any other clients, contracts, or property interests. 18. Third Party Beneficiaries. This agreement does not create any relationship with, or any rights in favor of, any third party. 19. Severability. If any provision of this Agreement is declared void by a court of law, all other provisions will remain in full force and effect. 20. Non Waiver. The failure of any party to exercise any right in this Agreement shall not be considered a waiver of such right. 21. Governing Law and Venue. This agreement is governed in accordance with the laws of the State of Colorado. Venue shall be in the Fifth Judicial District, Eagle, Colorado. 22. Attachments. All exhibits attached to this Agreement are incorporated into and made part of this Agreement by reference. 23. Amendments. The parties may amend this Agreement only by mutual written agreement of the parties. 24. Captions and Section Headings. Captions and section headings used herein are for convenience only and shall not be used in construing this Agreement. 25. Construction. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by one of the Page 7 of 16 parties. It is recognized that both parties have substantially contributed to the preparation of this Agreement. 26. Counterparts. This Agreement maybe executed in any number of and by the different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. 27. Entire Agreement. This agreement constitutes the entire agreement and supersedes all prior written or oral agreements, understanding, or representations. 28. Appropriations. Financial obligations of the County payable after the current fiscal year are contingent upon funds for the purpose being appropriated, budgeted and otherwise made available. In accordance with the conditions imposed in the appropriation or allocation authorized for the installation of the System herein contemplated, the total System costs and all sums otherwise due the Contractor as the cost of installing the Video Visitations System, as set forth throughout this Agreement, are expressly subject to the foregoing limitations and nothing herein shall be construed or understood to commit the County to a total expense greater than that which is provided in the appropriation or allocation. The County agrees to provide evidence of the appropriation to the Contractor and will promptly provide notice of any change to the initial appropriation or allocation. Further, no funds appropriated or allocation for any other purpose shall be expended for the services set forth in this Agreement. In no event shall the failure to appropriate funds subject the County to any liability for costs, fees or services performed by the Contractor or its subcontractors. In the Event of aNon-Appropriation or other Event of Default Under the Lease Purchase Agreement, Trustee may assume County's role and take County's position under this Agreement. Upon written notice by the Trustee to Contractor that any Event of Default Under the Lease Purchase Agreement or Event ofNon-Appropriation has occurred, (i) the County's role in this Agreement may be fully assumed by Trustee without consent of any other person or entity; and (ii) if the Trustee does so assume the role of the County in this Agreement, Contractor shall nonetheless perform pursuant to the terms of this Agreement. Alternatively, Trustee may provide written notice to Contractor of its intent to terminate this Agreement and Contractor shall then be entitled to payment only from amounts available therefore in the Project Fund and only for work done or other consideration furnished prior to such termination. 29. Sole Source Government Contracts. If the Contractor has entered into a sole source government contract or contracts with the State of Colorado or any of its political subdivisions as defined in Article XXVIII of the Colorado Constitution which including this contract in the aggregate on an annual basis are equal to or exceed the amount of $100,000, then the following provisions apply: Page 8 of 16 A. Because of a presumption of impropriety between contributions to any campaign and sole source government contracts, Contractor, on behalf of itself, any person who controls ten percent or more of the shares of or interest in the Contractor, and the Contractor's officers, directors and trustees (collectively, the "Contract Holder") shall contractually agree, for the duration of the contract and for two years thereafter, to cease making, causing to be made, or inducing by any means, a contribution, directly or indirectly, on behalf of the Contract Holder or on behalf of his or her immediate family member and for the benefit of any political party or for the benefit of any candidate for any elected office of the state or any of its political subdivisions. B. The parties further agree that if a Contract Holder makes or causes to be made any contribution intended to promote or influence the result of an election on a ballot issue, the Contract Holder shall not be qualified to enter into a sole source government contract relating to that particular ballot issue. C. The parties agree that if a Contract Holder intentionally violates sections 15 or 17(2) of Article XXVIII of the Colorado Constitution, as contractual damages that Contract Holder shall be ineligible to hold any sole source government contract, or public employment with the state or any of its political subdivisions, for three years. D. The Contract Holder agrees to comply with the summary and notice provisions of Section 16 of Article XXVIII of the Colorado Constitution. E. These provisions shall not apply to the extent they have been enjoined or invalidated by a court of competent jurisdiction. F. All terms used in this Section and not otherwise defined in this Agreement shall have the same meaning as set forth in Article XXVIII of the Colorado Constitution. REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK Page 9 of 16 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed for the uses and purposes therein expressed on the day and year first above-written. ~; B ~~ s.rz n ~ ~7~15~~._.___ Y~ Sara J. Fisher, C irman Eagle County Board of County Commissioners ATTEST: r ~~~ ,~ ,~~ ~, t ~'{, By: ~ l Teak J. Simonton, Clerk to the Board of County Commissioners c~ ~ ~~; z~ ti C~LO~ INNOVIS LC ATT - > (By Corso ~t ~ ~er^~ Print:. `) Print: SGo't"~ t1L!!1-TT Title: - ~w' Title: dUTAN~tt~M IA~trwt3~.~2.. Page 10 of 16 ATTACHMENT A: SCOPE OF SERVICES 1.0 Overview and Scope of Work 1.1 Project Narrative: InnoVisit, LLC will design, provide and install a completely assembled and tested package of electronics for an operational video visitation system. We will provide a system that will include 15 video visitation stations and 1 mobile video visitation station. The administrative station and control server will be provided by the County. The proposed video visitation system will have the server exposed to the County's TCP/IP network. By installing an IP-based video visitation system, it will provide you with several advantages. Some of the advantages include the following: 1.Simple cabling requirements (1 - CAT6 from each station to a local network switch and low voltage power). 2.Scalability (Adding stations to the system simply require additional network switch geaz. The system size is not limited to the capacity of an analog audio/video matrix switch). 3.Inherent system reliability (With no large analog audio/video switch, the entire system is not dependent on the reliability of one piece of equipment). 4.Remote visitation capability (Since the system is TCP/IP based, providing remote visitation sites for the public, attorneys, etc. will be simple to implement.) S.Enhanced recording and video on demand capabilities (The recording and the management of recordings is much more scalable and flexible with an IP-based system). Hardware -General The hardware we will be providing will be non-proprietary equipment. Therefore, the County will not absolutely be required to obtain parts through InnoVisit. This is an advantage to the County in terms of parts availability and overall system maintainability. Echo Cancellation Any issue with echo cancellation, will be 100% resolved prior to software being received by the County. Stations Per the proposal, we will provide a total of 15 inmate stations and 1 mobile visitation station. The stations will be distributed as follows: 2 units in the new build pod, 1 in each of the 9 existing pods, 1 mobile unit and 4 in the public visitation area. The stations in the inmate and public azeas will consist of InnoVisit SecureVisit stations. We will provide 15 SecureVisit units. The units aze correctional grade enclosures and are manufactured using 12 gauge cold rolled steel, 7/16" thick Lexan, and a vandal resistant-armor cabled audio handset (similaz to dayroom pay telephones). The enclosure contains a 17" LCD flat screen monitor, a miniature camera, and a H.264 encoder/decoder. The monitor and camera units are commercially available and are easily replaced, if needed. The units will NOT include a chair or stool. Please note that each unit weights approximately 70-801bs. Head-end Equiment The County will provide head-end equipment per the specifications provided by InnoVisit. This will include a server, a 100Base-T to Fiber converters and switches. Control Stations The County will provide control stations that will allow the users to monitor and control the InnoVisit Software. Recordine A considerable advantage of the IP-based solution is its capabilities and expandability. The County will provide network storage allocated for video recordings. All video and audio will be recorded and stored and maybe viewed by any authorized user at their desktop. The audio and video will be recorded in "real time", or 30 fps, for eight (8) hours per day with storage capacity for thirty (30) days. Should additional storage be desired, the system would be easily expandable to add direct attached storage units with additional hard drives. Below are the softwaze capabilities of the recording system; Page 11 of 16 • Ability to start recording a visit after it has already started based on a request or based on conduct. • Allow authorized users (e.g. investigators) to search for pending visits for specific visitors or inmates. • Authorized users will be able to search for specific visitation sessions by Inmate, Visitor (or both) and time. • Authorized users will be able to stream the video visitation session of their choice to their desktop for viewing. • Authorized users may also bum a DVD. Database Compatibility InnoVisit agrees to make the necessary software modifications to the NetVisit software to allow the system to operate with Microsoft SQL 2005 or 2008 database architecture. InnoVisit will conduct all testing to insure the modifications are reliable and stable in the required environment before proceeding with production of the units. Jail Management Software Integration • JMS/OMS Integration *Automatically assigns the inmates a unique inmate number *Allows the End User to select Inmate from a drop down list for scheduling *Tracks inmate visitation status and will restrict a visitation if the inmate's status has changed • Configurable Parameters • Automatic Conflict Checking By interfacing with the software, the video visitation system should be able to perform the functions listed above (dependent on capabilities/information provided by your JMS system). Remote Visitation hmoVisit agrees to work with the County to provide Remote Visitation services to remote parties within 12 months of system certification. This includes both hardware and software solutions to provide such services. 1. Browser based system (to be hosted by The County). 2. Allows end users to utilize their own equipment (PC, speakers, camera, microphone) that is compliant with H.264 compression. The equipment will be readily available at retail locations. A list of acceptable devices and manufacturers will be provided. 3. End user would log into website using a session code provided to them via the Sheriff's Office. 4. InnoVisit will not be responsible for technical support to end users for downloading, setting up or using the software. Trainine We will provide training on all of the software provided to control and administer the video visitation system. Training will be broken down into two major sessions, which will include "scheduling" training and "administration" training. Scheduling Training should be attended by those responsible for maintaining network scheduling. This is designed to familiarize the user with the capabilities of the scheduling software. It introduces the processes necessary to log in as a user, change your password, view other user profiles, create and edit visitations, view visitation and view and/or print reports. Training session is conducted onsite, and is approximately 1-2 hours. Maximum class size is 20 people. Administration Training should be attended by high-level administrators and support personnel. Participants will learn how to access Administration and view, edit and maintain such options as devices, sessions, network diagram, and hardware. Training will also include adding and editing stations, station groups, users and user groups. Training session is conducted onsite, and is 2-3 hours. Maximum class size is 5 people. Note: For both the Scheduling Training and the Administration Training, our proposal includes travel expenses if training is conducted at the same time as installation. If training happens to occur at a later date, additional travel and living expenses will be incurred. Besides material, our scope includes all design drawings, engineering, station and equipment rack build, system testing, system turn on, owner-training, and fmal documentation Page 12 of 16 1.3 Exceptions: This quote does not include any costs or payments to the county's JMS provider for development and associated costs that their JMS provider may incur as a result of the integration with the InnoVisit software. All costs associated with our side of the integration and coordination with the county's JMS provider on what they will need to provide to us is included. 2.0 Bill of Material Video Visitation System Equipment and services included: (15).....hmoVisit SecureVisit Enclosures (1).......InnoVisit Mobile Visitation Station (16).....Visitation 17" LCD Monitors (16).....Visitation Cameras (16).....Visitation Handsets (16).....H.264 Encoder/Decoders (1).........InnoVisit NetVisit Video Visitation Software Package which includes but not limited to: The package includes: Visitor Check-IN, Quick Connect, Conflict Checking, Automation, Reports and JMS integration. (1).........InnoVisit Video Visitation Monitoring/Control Package which includes but not limited to: Viewing multiple visitation sessions, interrupting a specific video visitation session which allows correctional officers video/audio to be seen by visitor and inmate, stopping a specific video visitation session. (1)........InnoVisit Video Visitation Recording and Video on Demand Package which includes but is not limited to: Records video sessions and allows authorized users to watch a single stream of video/audio. Allows for sessions to be scheduled for recording or on demand. Allows for storage of sessions for playback at a later date. (1)........Service, Parts, and Operator's Manuals (1 lot)...Design Documents including Design Drawings and Installation Requirements (1 lot)....Assembly (1 lot)....On-site Validation and Commissioning (1 lot)....Scheduling and Administration Training (1 lot)....Freight (1 lot)....Travel and Living Expenses (1 lot)....2 Year Parts Manufacturer Warranty 3.0 Warranty 3.1 Engineering Warranties: InnoVisit guarantees its hardware to be free from defects for a period of two years and its engineering to be free from defects for a period of two years. The time period of the warranty shall commence on the date of completed installation, initial start-up and the County's acceptance of the system. Engineering shall include software, design, and documentation. InnoVisit will replace defective material, after diagnosis, in a timely manner. Software fixes are provided at no additional charge so long as County is using current release of software. Hardware technical support will be provided via toll-free Service Center Number. Software Technical Phone Support 8:00 A.M. - 5:00 P.M. M-F Central Time Zone. Non-software fixes will be billed at $185.00 per hour during 8:00 A.M. - 5:00 P.M. M-F Central time and $225.00 per hour after hours, material and travel will be billable if an on-site visit is required. County must provide VPN access upon valid request for support. As long as County provides dial-in accessibility for support, no charges for software updates will apply during the warranty period. Any mandatory updates required for the hardware during the warranty period will be performed by InnoVisit. Any software updates will be performed as a joint effort between InnoVisit and Eagle County's IT staff. Page 13 of 16 3.2 Warranty Exclusions: The warranty provisions in this quotation do not cover and InnoVisit does not extend its warranty provisions to any damage to material or Equipment caused by: accident; vandalism; County negligence; failure of County to follow hmoVisit installation, operation or maintenance instructions; abuse; misuse; attempted unauthorized repair; modifications or improper installation by anyone other than InnoVisit; the use of the software on hardware or with an operating system other than that specified by InnoVisit or the Original Equipment Manufacturer (OEM); modification, or any attempt of modification, of any portion of the software without the written approval of InnoVisit other than user configurable data; tampering with software protection mechanism; software or hardware products not supplied by InnoVisit; third party software or hardware running concurrently on the System unless specifically allowed by InnoVisit or the OEM; systems that are not operating within the last two major software releases; performance issues relating to the use of the County's's data network(s); or any other cause not controllable by InnoVisit other than ordinary wear and tear. InnoVisit shall not be responsible for, or accept liability for, the operation or performance of any equipment in existence prior to InnoVisit installation, or equipment supplied by other parties, unless otherwise stated in this Agreement. 4.O.....Terms for Payment • Material stored at InnoVisit for this project and labor accrued will be progressively billed. Upon submission of paid receipts for materials purchased and stored. • InnoVisit requires that all payables are current prior to shipment of the equipment from our facility to the work site. • Retainage in the amount of 10% will be withheld until the system is fully operational and a software solution for remote visitation has been delivered. *InnoVisit will develop for County mutually agreed upon ship dates for our equipment to site, provided that other contractors have met all milestones, and that the timing is reasonable. InnoVisit is not responsible for delays by others, which impact our shipping date. Page 14 of 16 5.0 Price ~~~ ~~ ~ ~~1~ ~(~St ~~ ~. . z ~..>,,,,,,,,,. . Visitation stations 15 16 16 2 SecureVisit Wall mounted visitation station (standard) SecureVisit Wall mobile visitation station (standard) NetVisit Server 2008 Station License NetVisit Recording module Station License NetVisit File viewing software $2,384.00 $1,584.00 $0.00 NetVisit File Conversion software (H.264 to WMA) $0.00 Head end equipment Innovisit 24 port Power supply 24 fused outputs (2U rack mount -for low 1 JMS integration Package $3,995.00 Engineering Time (Testing, configuration, etc.) $2,575.00 Shipping /Freight to jobsite $1,500.00 Install (includes training, training materials, etc.) $7,000.00 T T $65,732.00 Project Cost Notes: 1) We recommend recording as a base component of the system. We have broken out the costs of recording license and recording storage server (we store on a network storage drive) for informational and decision making purposes. 2) INNOVIST DOES NOT CHARGE ANNUAL SOFTWARE LICENSE FEES. Once you buy a license, it is yours. It includes any security patches and changes that are made to the system for performance enhancement. Custom modifications can be made at any time to your software. We will do a programming estimate based upon desired changes. 3) Software support is FREE by telephone. Annual maintenance contracts for software that covers accessing system and onsite are based on 5% of purchase price after initial 2 year warranty period. Maintenance contracts for hardware are based on purchase price and age of system when contract is taken out (warranty covers first 2 years) Software ONLY Annual Maintenance (past 2-year warranty period).......ADD $3,344.00/Year* *Note: This price is based on a quantity of 15 stations. $41,896.00 $3,100.00 Page 15 of 16 5.1 Bonds/Taxes/Freig_ht: This price does not include any applicable taxes. If taxes are required, you will need to figure taxes based on our entire quoted price. In addition, Freight has been included. Schedule of Payment and Timeline 6.1 Schedule of Payment: Completion of Design - 25% Product in InnoVisit Warehouse - 50% Product on Site - 75% Installation, Termination, and Owner Training Complete - 90% Delivery of Software Codec - 100% 6 2 Timeline (These times will beam once a written Notice to Proceed is received -Contract Si ned System Design - 2 Weeks* Production of Units - 4 Weeks* Product on Site - 2 Weeks* Installation and Termination 50% Complete - 1 Week* Installation, Termination, and Owner Training Complete - 1 Week* *Time starts after the previous timeline item is complete Page 16 of 16 TERM SHEET 1) Requested hearing date: 8[2'/x09 ~'~ ~ 2) For County Manager signature: 3) Requesting department: Innovation & Technology / r, 4 Title: A reement for Contractual Services t>~.1,~--~-~ 5) Staff submitting: Scott Lingle 6) Purpose: Innovisit will supply SecureVisit wall mounted units and software to enable Video Visitation in the detention center. 7) Schedule: Q3 - Q4 2009 8) Financial considerations: • Cost agreement $65,732. • Fully budgeted under Justice Center Expansion project. • Project went out to Bid. Innovisit was chosen based on Monetary and Functionality requirements. 9) Other: e f AP ~ VED T RM _-_ Eag e Coonty Attorney's Office ~~~ ~agie ~erantY ~emmissieners' Office ~~~~ ~~ JUC 2 8 2009 ~'~~CE C®U-V~'y. ~~aRfU~x