HomeMy WebLinkAboutTelevend Services Inc; 2013-01-31;AGREEMENT FOR PUBLIC FAX24 KIOSK SERVICES
TELEVEND SERVICES, INC.
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corporation, ("Ci!y"), and Televend Services, Inc., a Connecticut Corporation, ("Contractor")
RECITALS
THIS AGREEMENT is made and entered into as of the 31^ day of
UanuCXrq 2013, by and between the CITY OF CARLSBAD, a municipal
, ("Ci!y"),
City requires the professional services of a communications company that is
experienced in providing public fax kiosk services. Contractor has the necessary experience in
providing these services for the Carlsbad City Library, has submitted a proposal and affirmed its
willingness to City to provide FAX24™ Kiosk services.
NOW, THEREFORE, in consideration of these recitals and the mutual covenants
contained herein. City and Contractor agree as follows:
1. SCOPE OF WORK
City retains Contractor to perform, and Contractor agrees to render, those services (the
"Services") that are defined in Exhibit "A", attached and incorporated by this reference in
accordance with the terms and conditions set forth in this Agreement.
2. TERM
This Agreement will be effective for a period of one (1) year from the date first above written.
City may amend this Agreement to extend it for four (4) additional one (1) year periods or parts
thereof. All amendments to this Agreement shall be in writing and signed by all parties.
3. COMMISSION
Contractor agrees to pay the City a commission for granting the exclusive right to operate a
FAX24™ Kiosk in the Carlsbad City Library as detailed in Exhibit "A".
4. STATUS OF CONTRACTOR
Contractor will perform the Services as an independent contractor and in pursuit of Contractor's
independent calling, and not as an employee of City. Contractor will be under the control of City
only as to the results to be accomplished.
5. INDEMNIFICATION
Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees
and volunteers from and against all claims, damages, losses and expenses including attorneys
fees arising out of the performance of the work described herein caused by any negligence,
recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or
indirectly employed by any of them or anyone for whose acts any of them may be liable.
The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or
makes to or on behalf of an injured employee under the City's self-administered workers'
compensation is included as a loss, expense or cost for the purposes of this section, and that
this section will survive the expiration or early termination of this Agreement.
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6. INSURANCE
Contractor will obtain and maintain policies of commercial general liability insurance from an
insurance company authorized to transact the business of insurance in the State of California
which has a current rating in the Best's Key Rating guide of at least A-:VII OR with a surplus line
insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in
the latest Best's Key Rating Guide of at least "A:X", in an amount of not less than one million
dollars ($500,000) each, unless othenA/ise authorized and approved by the Risk Manager or the
City Manager. Contractor will obtain occurrence coverage which will be written as claims-made
coverage. The insurance will be in force during the life of this Agreement and will not be
canceled without thirty (30) days prior written notice to the City by certified mail. City will be
named as an additional insured on General Liability which shall provide primary coverage to the
City. Contractor will fumish certificates of insurance to the Contract Department, with
endorsements to City prior to City's execution of this Agreement.
7. CONFLICT OF INTEREST
Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the
requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or
interests in all four categories.
8. COMPLIANCE WITH LAWS
Contractor will comply with all applicable local, state and federal laws and regulations prohibiting
discrimination and harassment and will obtain and maintain a City of Carlsbad Business License
for the term of this Agreement.
9. TERMINATION
City or Contractor may terminate this Agreement at any time after a discussion, and written
notice to the other party. Contractor shall pay the City any commissions due up to the time of
termination.
10. CLAIMS AND LAWSUITS
By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of
false claims as set forth in the California False Claims Act, Government Code sections 12650,
et seq.. and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further
acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to
terminate this Agreement.
11. JURISDICTIONS AND VENUE
Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any
disputes between the parties arising out of this Agreement is the State Superior Court, San Diego
County, Califomia.
12. ASSIGNMENT
Contractor may assign neither this Agreement nor any part of it, nor any monies due or to
become due under it, without the prior written consent of City.
13. AMENDMENTS
This Agreement may be amended by mutual consent of City and Contractor. Any amendment
will be in writing, signed by both parties, with a statement of estimated changes in charges or
time schedule.
14. AUTHORITY
The individuals executing this Agreement and the instruments referenced in it on behalf of
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Contractor each represent and warrant that they have the legal power, right and actual authority
to bind Contractor to the terms and conditions of this Agreement.
CONTRACTOR
By:
(print name/title)
(sign here) [
(print naifie'/title)
CITY OF CARLSBAD, a municipal
corporation of the State of California
By:
City Manager or Wlkyor orDirec^o't^^v.SB^^p ^'/^^
ATTEST:
City Clerk
If required by City, proper notarial acknowledgment of execution by contractor must be
attached. If a corporation. Agreement must be signed by one corporate officer from each of the
following two groups:
Group A.
Chairman,
President, or
Vice-President
Group B.
Secretary,
Assistant Secretary,
CFO or Assistant Treasurer
Otherwise, the corporation must attach a resolution certified by the secretary or assistant
secretary under corporate seal empowering the officer(s) signing to bind the corporation.
APPROVED AS TO FORM:
ROPJALD D^C)M«L, City Attorney
T^ssistant City Attorney
fMjbscribed an:! Sv/;jrn to before me, a Notary
Public, in and far Counly o'. J^j,,C.j!(£i0...
and State of Coiincclicut. this j^?^^. day of
ia...
f^l^a^i^sfiotJ ^tff: jao /S'
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EXHIBIT "A"
SCOPE OF SERVICES
Contractor, has the exclusive right to operate a FAX24™ Kiosk inside the Carlsbad City Library
at the following location(s):
1. Carlsbad City Library on Dove Lane: 1775 Dove Lane, Carlsbad, CA 92011
Contractor shall pay to the City of Carlsbad a commission from fax revenue generated by
Contractor's FAX24™ Kiosk(s) installed atall Carisbad City Library facility(ies).
Payments to the City are calculated using the following commission schedule:
Gross Monthlv Fax Revenue % Commission
$ 0 to 50
$ 51 to 100
$ 101 and up
0%
5%
20%
The Contractor shall fumish the City with its monthly settlement statement, a detailed fax activity
by location and gross income report. Actual payment for commissions will be paid on the
following quarterly schedule:
Quarterlv Fax Activity
January, Februaiy, March
April, May, June
July, August, September
October, November, December
Commission Pavment Date
May 15'^
August 15*^
November 15*^
February 15**^
The commission payment schedule shall not be changed without the mutual written agreement
of both the City and the Contractor.
The City will not grant the right or license to any other entity to operate or install any competing
public fax service on or in the agreed upon locations. The City will supply an ANALOG phone
line (either shared or dedicated), phone jack and an electrical outlet to render the fax
machine(s) operational. The City agrees to use its best efforts to promptly notify the Contractor
of any known malfunctions, vandalism or loss of service to either the analog phone line(s) or
FAX24 Public Fax Machine(s). The City agrees to give the FAX24 Public Fax Machine(s) an
occasional simple surface dusting or wipe to maintain a clean appearance.
The Contractor agrees that as of the date of this Agreement it will order and be responsible for
the payment of all FAX24™ public fax kiosk located at the above identified Carlsbad City Library
facility. The Contractor agrees to pay for all calls that originated from its FAX24™ Public Fax
Machine(s) equipment and are carried over the Contractor's toll-free network. Each FAX24™
provided by the Contractor is equipped with a "Toll Restrictor/Dialer" that prevents any
unauthorized, direct-dial toll calls to be made from the FAX24 fax machine. When the handset
is lifted, the dialer will dial directly over the Contractor's toll-free network into Contractor's
interactive voice & fax processor that will guide the user through his or her entire fax
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transaction. All FAX24 Public Fax Machine and associated equipment provided by the
Contractor is the sole property of the Contractor. City shall not be responsible for Contractor's
FAX24 Public Fax Machine and associated equipment, loss or damage by either the City's
negligence or user's use or negligence. The Contractor will replace all faulty equipment at no
charge to the City within one month from the date of request. Any equipment, replacement or
initial, will be delivered to the City at the Contractor's expense. Any equipment being replaced
for any reason will be retumed to the Contractor at the Contractor's expense. Any equipment
downtime or replacement will not constitute a breach or cause this Agreement to be cancelled
by either party, unless Contractor fails to replace, within 30 days from the date of the request, all
damaged or non-functioning FAX24 fax machine and associated equipment. Contractor
warrants that it does not have any employees in the state of California and that no Contractor
employees will enter City property to provide any services under this Agreement.
The City represents and warrants that the business premises or property named in this
Agreement is owned, leased and controlled by it and is authorized to enter into this Agreement.
Contractor's FAX24 fax machine does not store any images. Images are received to
Contractor's private and secure servers and stored for up to 30 days to allow customers to
request resubmittal of fax transmissions for no additional charge. All fax transmissions are
deleted from Contractor's servers after 30 days. Contractor also agrees that any information
sent via fax service is private and confidential information, and shall not be used for marketing
or any other purposes.
Contractor agrees that handling of all credit/debit card transactions and user information meet
all PCI compliance requirements. Contractor also agrees to provide the City a written letter
stating that its services provided to the City of Carlsbad are PCI compliant.
Contractor, at its own expense, shall remove all FAX24 fax machines and associated equipment
from the City's library at the termination of this Agreement. Should Contractor fail to remove said
FAX24 fax machine and associated equipment within 30 days of termination. Contractor shall
be deemed to have abandoned the equipment in place and City may, in its sole discretion,
remove and dispose of the FAX24 fax machine and associated equipment, without liability, and
without any further notice to Contractor.
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