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HomeMy WebLinkAboutS Grant - Acceptance of Electronic Monitoring Initiative Grant Award & Authorization Deputy Sheriff Position MASTER AGREEMENT • FOR PROFESSIONAL SERVICES AND LEASED PRODUCTS THIS AGREEMENT is entered into this _~ day of ~(~1b6e,~ 2007 (hereinafter "Effective Date") by and between Pro Tech Monitoring, Inc. (hereinafter °Contractor"), a Delaware corporation with its principal place of business located at 2549 Success Drive, Odessa, Florida, 33556 and Orange County, North Carolina on behalf of the Orange County Sheriffs Department (hereinafter "Agency"), with its principal office address of Post Office Box 8181, Hillsborough, North Carolina 27278 . WHEREAS, the Agency desires to engage the Contractor to provide certain technical and professional services and certain products (hereinafter referred to as the "Project"); and WHEREAS, the Contractor wishes to provide to Agency the technical and professional services and the products constituting the Project; and WHEREAS, the Contractor and the Agency wish to establish a master agreement pursuant to which individual orders for products and services for the Project can be submitted by the Agency and accepted by the Contractor, NOW, THEREFORE, in consideration of the foregoing and the respective promises of the parties set forth herein, the parties hereto do mutually agree as follows: Contract Term This Agreement shall begin on the Effective Date. The initial term of this Agreement is for 1 year (unless terminated as provided herein) from the Effective Date ("Initial Term"). • 2. Contract Renewal Following the Initial Term, this Agreement, its terms and conditions and authorized amendments shall be renewed upon the written consent of both parties for succeeding periods of one (1) year each on the anniversary of the Effective Date, unless otherwise terminated as provided herein, subject to an annual price increase not to exceed ten percent (10%) of the prior year's pricing, to be determined by Contractor. 3. Termination (a) This Agreement may be terminated without cause by either parry by giving written termination notice to the other party at least sixty (60) days prior to the effective date of such termination unless a lesser time is mutually agreed upon by the parties. Said notice shall be delivered by Certified Mail (return receipt requested), or in person with proof of delivery. (b) In the event of a breach of this Agreement by Contractor, Agency shall notify Contractor who shall then have thirty (30) calendar days to cure said breach. In the event of a failure to cure, Agency may terminate this Agreement upon twenty-four (24) hours notice delivered as aforesaid. (c) In the event a breach of this Agreement occurs by Agency by reason of anon-payment, then Contractor shall notify Agency who shall then have ten (10) calendar days to cure said breach. In the event of a failure to cure, Contractor, in addition to exercising any other rights or remedies that may be available, may terminate this Agreement and any orders hereunder upon twenty-four (24) hours notice as aforesaid. (d) In the event a breach of this Agreement occurs by Agency for any reason other than non- payment, then Contractor shall notify Agency who shall then have thirty (30) calendar days to cure • said breach. In the event of failure to cure, Contractor, in addition to exercising any other rights or • remedies that may be available, may terminate this Agreement and any orders hereunder upon twenty-four (24) hours notice as aforesaid. 4. Order Procedure (a) During the term of this Agreement, individual orders for the products and services described in Section 5 below may be submitted from time to time by Agency to Contractor and accepted by Contractor under the terms and conditions of this Agreement. (b) Each Order will be subject to the terms and conditions of this Agreement. Any additional terms .and conditions included in an Order will not be applicable or effective for any purpose unless such terms and conditions are specifically accepted by an authorized officer of Contractor and Agency as indicated by the signature of such officer on the Order. 5. Products and Services Contractor will provide the following services pursuant to Orders submitted by Agency and accepted by Contractor hereunder: • (a) Contractor will maintain 24-hour, 7-day per week monitoring of individuals referred by Agency (hereinafter "Offenders"). (b) Agency will be responsible for data entry and data termination. Contractor will be responsible for all data storage and transmission of monitoring data for all cases entered into the database by Agency. Data entry consists of entering all required computer demographic, curfew, Offender rules, notification actions and configuration data on each case based upon information provided by Agency. Upon an Offender's completion of the monitoring term, Contractor will archive a termination record of all transmission data during the monitoring term for the term of this Agreement. (c) Contractor will initiate notification of Offender's violations to authorized and identified Agency staff via established communications infrastructure. (d) Offender violation and equipment status information will be documented and maintained by Contractor during the term of this Agreement. Agency will have secured access to Offender data that is specifically under the supervision of said Agency. (e) Contractor will provide initial training for Agency staff prior to the commencement of the monitoring program at no additional cost over those costs outlined on the "Pro Tech Monitoring, Inc., SMART Tracking System Pricing" attached hereto as Exhibit B and incorporated herein by reference to the same. Agency may choose to seek additional and/or subsequent periodic training. Actual out-of-pocket expenses for all additional and/or subsequent periodic training, including Contractor staff personnel's travel, meals, board, and miscellaneous expenses will be borne by Agency. (f) Contractor will provide spare units in the ratio of 15% of active units. Spare units in excess of 30% of active units will be billed at the active unit daily rate. (g) Contractor will lease units to Agency following completion of all required training courses. (h) Contractor will provide a Schedule of Leased Equipment (a sample of which is attached as Exhibit A) for all units shipped to Agency. Agency is responsible for promptly executing this agreement -and returning to Contractor. 2 • 6. Compensation (a) Contractor shall be paid as per the pricing matrix for the Smart System attached hereto as Exhibit B and initialed by the Agency. Payment terms are set forth in Section 8 below. Contractor will invoice Agency for the minimum number of SMART System kits as defined in Exhibit B initialed by the Agency. In no event shall the cost incurred by Agency under this Agreement exceed Twenty One Thousand and 00/100 Dollars ($21,000.00). (b) Agency will pay for the costs associated with replacing lost, stolen or irreparably damaged leased units at the prices established in Exhibit B initialed by the Agency. 7. Title: Shippin4 and Damage to Leased Products Title to all leased products will remain with Contractor. Any damages incurred to leased products after the Agency has accepted the leased products following an initial inspection of the same shall be the responsibility of the Agency. Leased products will be returned to Contractor upon expiration of the lease term in their original condition with the exception of reasonable wear and tear. 8. Pavment Terms and Taxes Payments shall be made to Contractor at 2549 Success Drive, Odessa, Florida 33556. Contractor will issue monthly invoices to Agency for the applicable lease and service charges plus any applicable sales, use or properly taxes that Contractor is required to collect and/or pay on the • products or services provided to Agency hereunder. Agency shall pay to Contractor the total amount of each such invoice within thirty (30) days after the date of the invoice. Contractor reserves the right to assess interest charges on late payments more than thirty (30) days after Agency receives invoice. 9. Warranties and Limitation of Liabilities Contractor warrants products and services for intended purposes only. Contractor warrants that it has the right to lease the products and provide the services to Agency hereunder. Other than provided for under the terms of this agreement, Contractor makes no other warranties regarding the products or services provided hereunder, expressed or implied; and contractor specifically excludes any warranty of merchantability and fitness of its products and services for a particular purpose other than those provided for under the terms of this agreement. (a) Contractor expressly disclaims any warranty that its monitoring service or its system is impervious to tampering. In no event will Contractor be liable for any direct or indirect damages in connection with or arising out the providing, performance or use of the products or services provided under the terms of this agreement or any orders hereunder. In no event does Contractor assume or bear any responsibility or liability for acts that may be committed by Offenders or persons subject to or using its products. (b) Contractor shall not be liable for any failure or delay in performance hereunder which is due in whole or in part to any cause beyond its control. (c) It is understood that the responsibility for designating levels of monitoring for each Offender shall be that of the Agency. Any failure of the Agency to designate a proper level of monitoring for any Offender shall be the responsibility of the Agency. • 3 (d) It is understood that the Contractor relies upon the infrastructure and services of certain third • parties, such as communications systems; and the system services provided by the Contractor may be subject to the latency and failure of these third party infrastructures or services. The Contractor does not warrant, nor is it liable for any latency or failures of these third party infrastructures or services. (e) It is understood that the responsibility of Contractor ends with respect to violations upon reporting of same. The responsibility thereafter for handling the Offender shall be that of the Agency. In the event of a failure of the Agency to properly react to a report, restrict activity or otherwise fail to take action with respect to an Offender, the responsibility shall be that of the Agency. (f) Agency acknowledges the warranties and liabilities disclaimed in Section 9 and it is agreed that Contractor shall not be liable for the acts of Offenders while being monitored in connection with this Agreement. (g) In the event a court of competent jurisdiction, mediation board, or other tribunal awards any direct damage against Contractor arising out of this Section 9, or any subsequent modifications or amendments to Section 9, Contractor and Agency expressly understand and agree that the amount of any such damage that Contractor shall be required to pay for any and all causes, whether in negligence, breach of contract, or otherwise, regardless of form of action, shall in the aggregate, be limited to the sums paid by Agency to Contractor under this Agreement. 10. Confidentiality The parties acknowledge and agree that they are in a confidential relationship. The parties further acknowledge that it may, at sometime become necessary to exchange confidential and/or proprietary information. The parties agree that should it become necessary to exchange such information, each party will endeavor to enter into a standard Confidentiality and Non-Disclosure Agreement prior to the exchange of said information. The parties further acknowledge that the Agency is a public entity subject to certain state and federal laws regulating disclosure of information and that any obligation of confidentiality imposed upon the Agency by this provision is superseded by state and federal disclosure requirements. Contractor understands and agrees agency is bound by public records statute and cannot enter into confidentiality agreement that would violate said statute. 11. Indemnification. Contractor agrees to defend, indemnify, and hold harmless the Agency, for all loss, liability, claims or expense (including reasonable attorney's fees) arising from bodily injury, including death or property damage, to any person or persons caused in whole or in part by the negligence or misconduct of the Contractor in performance of this Agreement, except to the extent same are caused by the negligence or willful misconduct of the Agency. It is the intent of this section to require Provider to indemnify the County to the extent permitted under North Carolina law. 12. Independent Contractor. Contractor is an independent contractor of the Agency. Contractor represents that it has or will secure, at its own expense, all personnel required in performing the services required under this Agreement. Such personnel of Contractor shall not be employees of or have any contractual relationship with the Agency. It is further agreed by Contractor that it shall obey all State and Federal statutes, rules and regulations which are applicable to provisions of the services called for herein, including the withholding and reporting of any income derived from this Agreement. • 4 Neither Contractor nor any employee of the Contractor shall be deemed an officer, employee or • agent of the County. 13. Insurance Requirements. Contractor shall obtain, at its sole expense, worker's compensation insurance, auto liability insurance and general liability insurance in the amounts required by Orange County's Risk Manager. Coverage limits for general liability insurance and auto liability insurance shall be no less than One Million Dollars. Such insurance shall name Orange County, North Carolina as Additional Insured under both General Liability and Auto Liability policies. Certificates of insurance shall be provided to the County's Risk Manager prior to Contractor performing services under this Agreement. 14. Other Terms and Conditions (a) Proprietary Property: All leased products and other hardware, including but not limited to replacement units, and all software provided under this Agreement shall only be serviced and/or repaired by the Contractor. Said leased products or other items being provided under this Agreement shall not be used by any other party or concern other than for the fulfillment of the obligations of this Agreement. None of the leased products or items provided under this Agreement shall be used by any other service provider or third party for any other purpose including, but not limited to, monitoring services. Title to leased products and licensed software shall at all times remain with Contractor. Agency shall receive only anon-exclusive and non- transferable right and license to use any software provided under this Agreement during the term hereof. (b) Amendments: Any changes to this Contract shall be in writing and signed by authorized • representatives of Contractor and Agency. (c) Law Applicable: This Agreement is made under and shall be construed in accordance with the laws of the State of North Carolina. By executing this Agreement, Contractor and Agency agree to submit themselves to the jurisdiction of the courts of the State of North Carolina and that the venue shall be in Orange County, North Carolina, for all matters arising or to arise hereunder. (d) Copyright: Contractor is free to copyright any books, publications or other copyrightable materials developed by the Contractor in the course of or under this Agreement and all such material developed by the Contractor is and shall remain the property of Contractor. (e) Scope of Agreement: This Agreement is limited in its scope to its defined purpose. It in no way implies that either parry has specific knowledge or bears responsibility for the business practices of the other parry. All business practices and contract compliance outside the defined conditions of this Agreement and authorized amendments are the sole responsibility of each party. (f) Other Terms and Conditions: Any provision of this Agreement which is found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of this Agreement to the extent that is possible. Any preprinted terms and conditions of any purchase orders, bills of lading, invoices, receipts or other documents issued by Contractor in connection with this Agreement which are inconsistent with the terms and conditions of this Agreement shall not be binding on Agency and will not apply to this Agreement. Any preprinted terms and conditions of any purchase order, bill of lading, invoice, receipt or other document issued by Agency will not be binding on Contractor and will not apply to this Agreement. (g) Intemretation of Agreement: Each party has cooperated in the drafting and preparation of this Agreement. Therefore, this Agreement shall not be construed in favor of or against any party. • 5 (h) Entirety of Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and replaces any and all prior agreements, whether written or . oral. No prior or contemporaneous negotiations, understandings, or agreements shall be valid unless in writing and signed by authorized representatives of each party. (i) Assignment/Sublease: Agency may not assign this Agreement or any order hereunder or sublease the products without the prior written consent of Contractor. (j) Data: Contractor may make tracking and offender information available to law enforcement agencies upon request for use in crime analysis and crime investigation. IN WITNESS WHEREOF, the Contractor, and the Agency, Orange County, North Carolina, have executed this Agreement as of the date above written. Pro Tech Monitoring, Inc. Orange County, North Carolina: 2549 Success Drive PO Box 8181 Odessa, Florida 33556 Hillsborough, North Carolina 27278 (727) 484-3100 919-644-3050 By • Title: ~ ~~ Title: ~~~ Board of Camassirners This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. -' ORANGE COUNTY FINANCE OFFICER • 6 By, r ~ J ~ ~~ P .~r- Printed By: Carey, ,~. Printed i• i• EXHIBIT A SCHEDULE OF LEASED EQUIPMENT Between: (LESSOR) Pro Tech Monitoring, Inc. 2549 Success Drive Odessa, Florida 33556 AND (LESSEE) - _ ~.~. The undersigned hereby acknowledge equipment is received and accepted s~ between the two parties. ,~ Equipment: e'terns aridcbnd Serial Number Lessee• ;low. This Agreement By: Title: Date: Sign and Refum (or Fax) to Pro Tech i• 7 t `; r • • EXHIBIT B Pro Tech Monitoring, Inc., SMART Tracking System Pricing • {. .~-_~°- ~' ~ ,~ ? `` ~~~~~t ~~~ -.a 3 .. STATi= Of= NORTH GARf)LtNA DEPARTMENT QF CRIME CQN7R0~ AND PUBLIC SAFETY i;1kVISkCNd Ow' fi~flVERNOR'S Cftttvtc CC31+litvttSSIOIV 12171 Front Street, Suite 20Q Rakeigh, NC ~BOS Tekephone: {919j 733~5a4 t=ax. f?19} 733-4125 htkp;llwww.ncgccrl carp GRANT AWARQ ~~, !~f t3/~ 4' Ap~zlicant: County of Orange Prat Name: ~ectroriic p+~,xritcnng Initiative Authorizing flttlcial. Akbert Perrctergrass tmplementiag Agency: Orange County Sheriff's Otf~e Strerktt Project Dlrectar Charles Blackvuoad Address; P.O BGx 8181 Grant Number[ ~&'E-4?6-CtDt~HC-98Ct Mk~sborough, NC 27278 Appiicaflan IU: 14973 Account Manager; 8ryanf, Cheryl Vendor Number: 56-f:~HI327-13 BttdgQts Period Personnel Catttractual Travet C?perating Equipment Total Year 1 45.443.81 4,038.b0 6,0.00 18,005.00 5740.00 77,295 d1 Grants - - _ __ _ , . Source Award Date °e Funding Federal Award 2~6 NG ETAI ~ ~0tz~2008 104.060°,~S x,235,41 ~C,r-ant Periodi 7/1/2045 ~ 613412t?08 100 {7t7Q°r'a 77,23$ ++` 1 In aACOrdarce faith the provisions of the Comprehensive Grfine Contro9 Act tit 1984 and ort the basks of the grantee's ap{~icadc~, khe pepartmeht of Crtsie ~Contrc~l and PubkiC Safety hereby awards [o the foregoing grantee an award in the amount atx3ve This graot is subject to the condikians fisted in the grant application as wet( as a!I apprrcable rules, regukatiors and sx3ndkt'tonsr as may be reasonably prescribed by kris Department of -Grime Control ark Public Sataty consis]ent vrih the purpose acid a#thorization aF P L 9$-473 if special conditions have been applied to knis grant, they are attached to ttti3 sward and indicated below The gepartment of Crime Control and r,'~ublic Safety is holding.in resen~e, S74,850.d1 of,grant money to.be used,dunng the second year of your grank„ The ,' use rstsaid money is conrrrx,7ent upori the s~ceessfui completion of tEie ftrsf year of the grant, and. the timely submission of alt required reports. __ __ ih~ti aranf sha11;7ecn•ne e#fect3ye, as of the start,dateot the giant peripd Iksted, once this origirzat grant awardhas been property executed an beha(t of the ,~ gr-,tee ~r.d ~e'~~,r•.ed tpthe Governor's Crime Con~m~ssi~~ art~ntion bk the GranFsBlanagement Oirecior: A ha1Frzin E I G v rnl~r' ri l~mmi n grlature of Authorizing Cffic~ai D ~ S1ttlre of reGtt}r Bate AIbeR P~dergrass_ SherAff Oelyirf E. !ones, Executiue L71r~tor Narrke aru! t'~le cd Autk~rizirul C3tiictal ~ Name and tltie at Director . Pro of reject Director ,/ Date Ct~aries Blackwood, Captain game and tiffs of Project Direc~r This award is sutMeck to ttre attar~hsd conditions, whkcn must be signed try both the auktrorkzkng oklkciai and the projewt di€ector Printed '1t7f91d26 $:1130 1:973