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HomeMy WebLinkAboutContracts & Agreements_5-1997_CCv0001.pdf y T�AEVS�REE�TE�E� �EE��E�E� �4C�F���E�EEEyT THIS TRANSCRIPTION SERVICES AGREEMENT ("Agreement") is made and executed as of this day of May, 1997, between SAFETY DATA SERVICES, INC., a California corporation, hereinafter referred to as"SDS," and by the City of Redlands, California by and through its Police Department, hereinafter referred to as " Redlands." Redlands requires dictation and transcription services. SDS is fully qualified and licensed to perform the transcription services required by this Agreement, and is willing to provide all of the services set forth herein. Redlands desires to retain SDS to perform such services. NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants herein contained, SDS and Redlands agree as follows: ARTICLE I SDS' SERVICES AND RESPONSIBILITIES 1.01 Basic Services, As set forth in the proposal for services, Exhibit "Ag SDS shall furnish and perform transcription services for the Redlands {collectively referred to as "Basic Services"} upon the terms and conditions set forth in this Agreement. 1.02 Turnaround Time. Except as set forth below, SDS shall endeavor to perform all work and return it to Redlands within twenty-four(24) hours of receipt of materials from Redlands, except to the extent SDS is unable to complete and/or return work to Redlands due to causes beyond SDS` control, including, without limitation, a system failure by SDS or Redlands. SDS will make all reasonable efforts to accomplish the work under this agreement should a partial or complete system failure occur. SDS and Redlands agree that certain transcription services shall have a separate transcription schedule requiring that SDS endeavor to perform and return all such work to Redlands as set forth on the schedules attached as Exhibit The parties agree that SDS shall be paid an additional $25,04 over and above any basic compensation as defined below for each report which any officer or representative of Redlands incorrectly designates or marks as ,fpriority 1, priority 2, priority 3, priority 4 or priority 5" after SDS has received three reports mistakenly designated as "priority 1, priority 2, priority 3, priority 4 or priority 5" in any given month. 1.03 Ecaui�ment. SDS shall provide Redlands with a personal computer, required tiling, hardware and software for the transfer of transcribed records at Redlands`s Department site. SDS will install the necessary equipment as outlined in Exhibit "C", The equipment and software provided to Redlands.shall at all times remain the sole and exclusive property of SDS, and Redlands shall have no ownership or licensing rights in any such equipment or software, In addition, unless prior written permission has been received from SDS by Redlands, no entity or individual (including, but not limited to, any transcription service or agency) other than SDS and Redlands shall be allowed to use, operate, or possess the equipment and software provided by SDS. Upon termination of this Agreement, or as otherwise requested by SDS, SDS within forty-eight 43 hours, shall disconnect and take possession of all computer terminals, printers and any other equipment and software provided to Redlands by SDS, 1.04 Additional Services, Redlands may request certain additional services to be 1 performed by SDS which are not set forth in this Agreement, or incidental to, the Basic Services as outlined in Exhibit "A°". All services provided to Redlands not described in Exhibit "A" shall herein be referred to as "Additional Services" as outlined in Exhibit "E". All services performed under this Agreement shall be referred to collectively as the "Services", 1.05 Status of SDS. SDS and Redlands acknowledge and agree that SDS is acting under this Agreement solely as an independent contractor. and not as an employee of Redlands, and Shall have no authority to act for or bind or obligate Redlands in any manner whatsoever, except only to the extent specifically set forth herein or as may be hereinafter .specifically authorized by Redlands. ARTICLE 11 aOMPENSATICI` 2.01 Pa ment for Basic Services. As full and complete compensation for the Basic Services, SDS shall be paid $.140 per line of work produced ("Basic Compensation"). Any future changes in the line fee shall be negotiated between the parties hereto prior to implementation. 2.01, A Redlands has budgeted$64,000.00 for 14 months of service. SDS will notify Redlands of the service fees monthly and will not perform services that will exceed the budgeted Sum, 2.02 Payment for Additional Services. For Additional Services, SDS shall be compensated as outlined in Exhibit "Eg" of this Agreement ("'Additional Compensation"). 2.03 Reimbursable Eenses, In addition to the Basic Compensation, SDS shall be reimbursed for the actual and reasonable costs of certain items in connection with the basic services which items are listed on Exhibit "F" attached hereto (collectively, the "Reimbursable Expenses"), SDS shall make all requests for reimbursement of Reimbursable Expenses on its invoices in the manner set forth below. Except for compensation for the Services and compensation for supplies delivered to Redlands, if any; SDS shall receive no reimbursement for administrative or other costs incurred in connection with the Services unless set forth on Exhibit "F" 2.04 IVlanner of Payment. (a) SDS shall submit invoices to Redlands on the last day of each month showing the (1) actual lines of work performed by SDS with respect to all Services rendered, (ii) the applicable per line charge(s), and (iii) all other costs and expenses reimbursable pursuant to this Agreement, (b) For invoices submitted on or before the last day of any calendar month, payment shall be made to SIBS on or before the thirtieth (30th) day of the following calendar month, if Redlands fails to pay SDS in accordance with this Paragraph, SDS .shall have the right to terminate this Agreement upon thirty (30) days prior written notice, ARTICLE III TRANSCRIPTION SERVICE 3.01 /Methods to AccoeliSh work. SDS will receive and/or access work from Redlands. The dictated work will be transcribed, there temporarily stored and made available to 2 Redlands by SDS for a 30 day period. The work will then be transmitted to Redlands where it will be printed and stored for further processing by Redlands. SDS will provide transcription coverage 24 hours a day, seven(7) days a week, 355 days a year. SDS will transmit work to Redlands within the turnaround time frames outlined in Exhibit "B" ARTICLE I KI—SCELLANEOUS PROVISIONS 4.01 Definition of a Line. For purposes of this Agreement, a line shall consist of sixty (60) characters, of any kind or nature. Any character typewritten on a line constitutes a line. A character is defined as and includes all letters, numbers, symbols, and function keys necessary for the final appearance and content of a document including the space bar, carriage return, underscore, bola and all characters contained within a macro, headers and footers. All work will be printed in 10 pitch type. 4.02 Insurance. SDS shall maintain comprehensive general liability insurance in minimum limits of$506,000 per occurrence and$1 million in the aggregate during the course of this Agreement. SDS shall also maintain workers' compensation insurance in amounts required by California law. 4.03 CORI -- Criminal Offender Record Irifori�iation. Confidentiality of Criminal Offender Record Information will be maintained by SDS for all employers involved in the production of Redlands's worts. All SDS employees are asked to disclose any arrest record and this is verified by a fingerprint record check with the California Department of Justice. SDS will provide either prior certification of its employee's or submit fingerprint cards to Redlands to obtain necessary certification. SDS will remove any employee that Redlands states cannot perform services on the contracted Services. 4.04 Term of A reement. The term of this Agreement shall be for a one (1) year period. Renewal of the agreement may be by addendum to this agreement. Either party may terminate this Agreement with or without cause upon thirty (30) days pricer written notice to the other party. Thirty(30)days prior to any anniversary date of the Agreement, either party may commence discussions to modify the terms of this Agreement effective on such anniversary date. 4.05 Previous Services. Notwithstanding the fact that this Agreement is executed as of the date first set forth above, the parties recognize that a portion of the work and for Services required hereunder may have been performed prior to such elate, all of which work and for Services shall be governed by the terms and conditions of this Agreement and shall be deemed to be a part of SDS' Services hereunder. 4-06 bite retation of Anreerrient. This Agreement constitutes the entire agreement and understanding of the parties; and supersedes all prior and contemporaneous negotiations, discussions and agreements, written or otherwise, respecting the subject matter hereof. This Agreement may be amended or otherwise mortified only in writing signed by both parties. This Agreement shall be governed by the laws of the State of California. If any provision of this Agreement shall be unenforceable, it shall be deemed separable from the remaining provisions of this Agreement. 4.07ration, It is agreed, acknowledged and understood that notwithstanding anything to the contrary contained herein, Redlands's sole and exclusive claim, demand, suit, judgment or remedy shall be directed and/or asserted only against SDS as a corporation, and not against any of SDS' shareholders, directors, officers, or employees. SDS' liability for breach of this Agreement shall be limited to the amount of fees which it received for services performed in the calendar month preceding the breach. 4.08 Arbitration. The parties hereto agree to submit any disputes relating to the Services undertaken pursuant to the terms of this Agreement to binding arbitration to be held at the Riverside, California offices of Judicial Arbitration & Mediation Services, Inc. {"JAMS"). The prevailing party in such arbitration or other legal proceeding shall be entitled to an award or judgment, as the case may be, for such party's reasonable attorneys fees and costs. The arbitration shall be held as set forth in Exhibit "G" attached hereto. IN WITNESS WHEREFORE, the parties hereto have executed this Agreement the day and year first above written. City of Redlands: Redlands, CA ATTEST: Beatrice Sanchez' wen Larson Deputy City Cle,* 3`: Mayor Date: May 20, 199 Post Office Box 3005 Address: 35 Cahon, Suite 200 Redlands, CA 92373 Telephone: (909) 798-7533 SDS: Safety Data Services Inc., a Califomia Corporation By: Beth K s Its: Director of Operations Date: ----T Address: 780 North Euclid, Suite 1{}5 Anaheim, California 92801 Telephone: (714) 772-8700 4 EXHIBIT "A" Why SDS? Safety Data Services, Inc. is owned and operated by The Transcription Prescription, Inc. SDS was developed to meet the needs of those who provide public safety. TxRx, Inc./SDS, Inc. Have provided services to the law enforcement community for nearly a decade. SDS has an established client base in the public safety market. Law enforcement transcription is the largest client base of SDS. We provide services through the state of California. SDS, Inc. transcribes over 65% of the caseload for the Los Angeles County Probation Department. This contract has been serviced for nearly a decade and generates revenues in excess of 1.3 million dollars a year. Our organization is able to meet the needs of both large and small agencies. Beaumont Police Department has service program requiring transcription and data input for 2000 incident reports per year. They have a service budget of$35,000.00. SDS' employee base is 100+. All employees are CORI qualified and are subject to drug screening. SDS welcomes an audit of their employee files to ensure compliance with all CORI regulations. SDS actually requires that their employees are fingerprinted and cleared by the Department of Justice. Our employees are cross-trained on all accounts. This ensures that regardless of work load, SDS can meet the turnaround times promised. Smaller firms cannot resource from a pool of transcriptionists. Thus, there would be no guarantee that the firm could provide services 24-hours a day, 365 days per year. (Including holidays.) Sick time, vacation and other days off are covered by existing personnel. Your service expectations are never compromised due to a shortage of qualified personnel. Technical Support with our 2-hour guarantee of repair or replacement is unmatched in the transcription industry. SDS provides their own technical support, thus City resources are not expended on assisting a private contractor. Downtime is minimal. SDS is a local company with many technical resources. Technology is key to the functionality of the service program. This is why we provide a 2-hour repair or replace service program. SDS provides pick up and delivery of interview tapes at no additional charge. By utilizing SDS' courier services, transcribed tapes can be returned in a rapid fashion. Of most importance, SDS is a customer oriented "service provider." Our business is "SERVICE". SDS assigns a customer service representative that will manage your account. Our representatives ensure that participating staff'members understand the service program being provided. We provide one-on-one training to your personnel. EXHIBIT "A" Account representatives will conduct quality inspections, audit turnaround times and resolve program discrepancies. SDS account representatives are available 24-hours a day, seven days a week:. Officers and other participating personnel are given a 24-hour telephone number where they can contact their account representative should they experience any difficulty in using the service program provided. Any organization can offer transcription services. The actual transcription function is not unique. What is unique is the fashion in which an organization provides these services. SDS has developed a marketing tool and program that had never been tried before. Our pilot program is proof that we are confident that once an agency utilizes our services, we will be unmatched in our ability to provide a responsive service program. SDS is innovative and the leader in setting the pace for today's transcription service. It is more than input of data. It is more than providing a dictation system. It is about developing a successful relationship with a client to maximum the overall efficiency of the reporting processing. Speaking of innovation - SDS invites you to stand by and watch the development of the first ever public safety outsourced records bureau. We will be implementing a program with a neighboring city. This is one more way SDS is taking law enforcement into the 21 st century. EXHIBIT "A" PROJECTED COSTS • Dictation/Transcription only - month to month. • 47 Lines Per Report • 1.0 Reports Per Shift - Per Officer • 10 Reports Per Month - Per Officer • 60 Participating Officers • Costs • Per Shift: 47 Lines @ .140¢ _ $6.58 • Per Month/Officer:470 Lines @ .140¢ _ $65.80 • Per Month: 60 Officers @ $65.80 = $3,948.00 • Per Year: 12 months @ $3,948.00 = $47,376.00 • Cost Savings Accrued to Redlands Police Department: • End of shift report writing overtime, value undetermined. • Increased revenues to City due to increased available patrol time which can be directed towards revenue generating activities. • Additional Fees: Training Fee $2,000.00 Training fees provide training for all participating personnel. This is a one time fee. SDS will provide continuous training for new and existing personnel for the entire term of the service agreement. R.cAw ,Pofiee Deparawnt EXHIBIT "A" COST ANALYSIS KNOWN VALUES SWORN PERSONNEL ► Handwriting reports consumes 60 minutes per shift per officer. This represents 8% of an officers shift which is dedicated to report writing. ► Dictation reduces report writing to 3% of the shift. Average reports per shift per officer = 1.0 Average dictation length 9.7 minutes x 1.0 reports = 9.75 minutes Review, and other paper work, travel time etc... Average per shift 15.00 minutes Total 24.75 minutes ► 5.0% gain in available officer patrol time/35.25 minutes per officer per shift. ► Gain of 35.25 minutes per shift x 17.3 shifts per month per officer x 60 officers = 36,590 minutes . 60 = 610 hours in increased available patrol time = 610 hours x 12 months 7,320 . 2080 (figure indicates FTE)= A gain of 3.52 Sworn Full-Time Equivalents Annually. ► Conservative Value affixed to annual cost per officer $57,207.00 annual Including Benefits Gain of Available Man Hours/Cash Value: $201,368.64 Rm"xids Pofive Lkrarmav EXHIBIT "B" Turnaround and Transmission Schedule Turnaround Time. Except as set forth below, SDS shall endeavor to perform all work and return it to the Redlands within twenty-four (24) hours of receipt of materials from Redlands, except to the extent SDS is unable to complete and/or return work to Redlands due to causes beyond SDS' control, including, without limitation, a system failure by SDS or Redlands. SDS and Redlands agree that certain transcription services shall have a separate transcription schedule requiring that SDS endeavor to perform and return all such work to Redlands as set forth on the schedules attached as Exhibit "A " Pro oral for Services) Turnaround Cade Type of Report Time Frame 60 In Custody Juvenile Hall 60-90 Minutes 61 Major Incident / In Custody Adult (Felony) 2 Hours • Officer involved shooting • Homicide • Fatal T/C 67 Routine Reports (Cold Calls) 24 Hours • Crime Reports • Supplementals • Non-criminal Reports 63 T/C (CHP 556) Reports 24 Hours Tape Transcription 24 to 48 Hours or as needed EXHIBIT "B" EXHIBIT "C" TRANSCRIPTION PRESCRIPTION J SAFETY DATA SERVICES (714) 772-8700 COMPUTER SYSTEM DOCUMENTATION 780 N. EUCLID, SUITE 105, ANAHEIM, CA. 92801-4125 DATE 5115\97 DEPARTMENT: Redlands P.D. SYSTEM INFORMATION UNIT # 3 TxRx ## A001140 SERIAL # COMPUTER: Binomial CHASSIS TYPE: Mid Tower PROCESSOR: 486 DX SPEED: 100 RAM: 8 . 144 # of CHIPS : 2 HARD DISK: Maxtore TYPE: IDE DISK SPACE: 809 FDDUSER:46 Cyl : 823 Heads : 32 BSect : 512 TSect : 63 NETWORK CARD: CMC8000 EXTRA I/O: ATTACHED DRIVES : 3 . 5" 1 .44 Floppy Drive VIDEO INFORMATION [TxRx: FA000099 ISERIAL # ' 442TA0288129 IMON SIZE: ' 14 " MONITOR: CTX - SVGA VID CARD: Phoenix - VGA ATTACHED I/O DEVICES KEYBOARD: BTC 101 Key SER # 2192004 TxRx # MODEM: Practical periph. SER # IP/DUP5902US TxRx # A001119 MOUSE: GENERIC 2 BUTTON SER # BN-AO006502 TxRx ## REBOOT II INFORMATION REBOOT 2 : SER # TxRx # MODEM# (909) 798-7622 COM # REBOOT# PRINTER HP LaserJet 5 SER # JPNK045049 TxRx # A001141 EXHIBIT "C" EXHIBIT "C" Cable Provided/Installed: (X) CPU Power (X)Monitor Power (X) Printer (Serial) ( ) 3 Prong ( ) Slave ( ) Phone Line-Feet : (K) Modem (External) (X) Monitor (Serial) ( ) 9 Pin (K) 25 Pin ( ) 10 Base T-Feet : (X) Surge Protector-TxRx## (X) Mouse ( ) Extenders-Type : (X) Serial { ) Bus CONFIG.SYS NET. CFG DEVICE=C: \DOS\HIMEM. SYS DEVICE=C: \DOS\EMM386 .EXE NOEMS DOS=HIGH,UMB FILES=99 BUFFERS=30, 0 STACKS=9, 256 SHELL=C: \DOS\COMMAND.COM C: \ DOS\ /E: 1024 /P AUTOEXEC.BAT REM This line loads MCAFEEs VSHIELD C: \MCAFEE\VIRUSCAN\VSHIELD @ECHO OFF PATH C: \WINDOWS;C:\WP51;C: \AW;C: \DOS;C: \NWCLIENT;C: \MCAFEE\VIRUSCAN ;LH C: \MOUSE\MOUSE C. \ CD C: \AW AW /O:H /M:W C: \MCAFEE\VIRUSCAN\VSHIELD /reconnect EXHIBIT "C" EXHLBLT -Q� PAYMENT ABASIC_SERV tCE_$ As full and complete compensation for the Basic Services, SDS shall be paid the amount ("Basic Compensation") and in the manner set forth below. The line fee set forth below shall not be changed during the first twelve (12) months of this Agreement. Any future changes in the line fee shall be negotiated between the parties hereto prior to the implementation of the changed line fee, CONTRACT FEES ASID TERMS_ The first year of service the line fee $0,140 per line. LNEDEEINlItM For purposes of this Agreement, a line shall consist of sixty (60) characters, of any kind or nature. Any character typewritten on a line constitutes a line. A character is defined as and includes all letters, numbers, symbols, and function keys necessary for the final appearance and content of a document including the space bar, carriage return, underscore, bold and all characters contained within a macro, headers', and footers. All work will be printed in 10 pitch type. SDS will bill Redlands monthly at the end of the calendar month for the work performed during the previous calendar period, !RAINING FEE SDS will require a $2,000,00 training fee. This fee is payable 10 days prior to the implementation of the transcription program. Reimbursable expenses regarding training will be billed separately with appropriate documentation, afe to Services, Inc. City of Redlands, Mayor May 20, 1997 Date Date ATTEST: Z� Deputy City Clerk EXHOT-LD: Redlands may request services to be performed which are not set forth in "Basic Services." These services will be referred to as "Additional Services." "Additional Services" shall be performed only at the request of Redlands and/or their authorized representative. Requests for these "Additional Services" must be in writing by authorized Redlands personnel. Such services are, but not limited to, *Customized Deporting Service, *Photocopying Service, consulting services related to hardware, software, and/or any local area network and development of data bases. EXH ISIT "E" In addition to the Basic and/or Additional Compensation, SDS shall be reimbursed for the actual and reasonable costs of the items set forth below in connection with the performance of"Basic" or "Additional" Services. "Reimbursable Expenses" are; but not limited to, toner and other miscellaneous supplies provided to Redlands. Also included are costs associated with the repair, replacement; labor, and/or replacement of software or hardware installed by SDS due to negligence and/or damage resulting from actions of Iedlands's personnel, volunteers, outside vendors, or other staff members. EXHIBITT" EXHIBIT ",C"" ARBITRATION ARBITRATION OF DISPUTES. Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration before the Judicial Arbitration and Mediation Service (the "Service"), in accordance with the usual procedures of the Service, subject to the following provisions= (a) NC3TlCE TC'ARBITRATE AhJD ELECTItN CF ARPITRATC�R. The party seeking arbitration("Demanding Party") shall deliver a written notice of demand to resolve the dispute (the "Demand") to the ether party to this Agreement within the later of ten (10) days after such dispute arises or ten (10)days after the Demanding Party has in goad faith determined a dispute exists. The Demand shall include a brief and plain statement of the Demanding Party's position,the facts concerning the dispute, the amount of the claim, and the name of the proposed retired judge from the service to decide the dispute ("Arbitrator"). Within ten (10)days after receipt of the Demand, the other party against whom a Demand is made shall deliver a written response ("Response") to the Demanding Party. The Response shall include a brief and plain statement of the responding party's defenses to the dispute and shall also state whether the party agrees to the Arbitrator chosen by the Demanding Party. In the event the parties cannot resolve the dispute within ten (10) days after the Response is delivered to the Demanding Party, after the parties have used their best good faith efforts to do so, then the Demanding Party shall deliver copies of the Demand and Response to the Service which shall resolve the dispute as aforesaid within fifteen (15) days after final submission of the dispute to the Arbitrator. In the event the parties cannot agree upon an Arbitrator, the Service shall select and name an Arbitrator to conduct the hearings. (b) VENUE. The locale of the arbitration shall be in the office of Judicial Arbitration and Mediation Services (JAMS) located in Riverside, California= (c) ALTERNATE ARBITRATOR. In the event the Service is no longer in business and there is no comparable successor or the Arbitrator is unwilling or unable to resolve the dispute, then the parties shall agree upon another arbitrator. If the parties cannot agree upon another arbitrator, then a single neutral arbitrator shall be appointed pursuant to section 1281.6 of the Cade of Civil Procedure. (d) DISCOVERY. With respect to judicial rights to discovery, the parties to the arbitration shall be allowed to submit a request to the Arbitrator for rights to discovery. It shall be the Arbitrators responsibility to respond to such discovery request within five (5) business days of receipt thereof; to determine whether such request is appropriate and reasonable given the nature and scope of the matter being arbitrated, and if the Arbitrator decides such request was appropriate and reasonable, to outline the scope of discovery to be allowed in the arbitration proceedings to ensure effective and prompt resolution of the matter being arbitrated. (e) EEES CE ARBIT TCR. The fees charged by the Arbitrator in resolving any dispute shall be shared equally by the parties to the arbitration unless the Arbitrator, in his or her best goad faith legal judgement, awards such fees in full or in part to one of the parties to this Agreement, as the prevailing party in such dispute. (f) INDEfNIT . Provided the Arbitrator has not acted in bad faith; the parties hereto, jointly and severally, hereby agree to indemnify and hold harmless the Arbitrator handling the dispute from and against any and all claims, losses, liabilities, actions, causes of action, damages, costs and expenses, including, without limitation, any reasonable attorneys' fees and casts incurred by the Arbitrator handling the dispute which may be made against or incurred by the Arbitrator handling the dispute as a result of his or her participation in such dispute resolution process. NOTICE By initialing in the space provided below, you are agreeing to have any dispute arising out of the matters included in the"Arbitration of Disputes" provision decided by neutral arbitration as provided herein and by California lave and you are giving up any rights you might possess to have the dispute litigated in a court or jury trial. By initiating in the space below, you are giving up your judicial rights to discovery and appeal, unless such rights are specifically included in the "Arbitration of Disputes" provision. If you refuse to submit to arbitration after agreeing to this prevision, you may be compelled to arbitrate under the authority of the California Code of Civil procedure. Your agreement to this arbitration provision is voluntary- We have read and understand the foregoing and agree to submit disputes arising out of the matters included in the "Arbitration of Disputes" provision to neutral arbitration. 'City of Radian s, Mayor fety C to Sere ces May 20, 1997 /91 � Date Gate ATTEST. r Deputy City Clerk Xlt1T "G"