2019-23 JCG Technologies - Liberty Audio Recording Software9941 E. Mission Lane, Scottsdale, AZ 85258
Phone: 480 661-5629 Fax: 480 661-7589
www.jcgtechnologies.com
JCG Support Services Package Agreement
The JCG Technologies, Inc (JCG or Contractor) Support Services Package is an
annual, 12-month operational and technical support service solution that continues
Customer’s JCG support beyond the initial year one support.
The year one JCG Support Services was purchased as part of City of La Quinta, a
California municipal Corportation (Customer or City) initial order, and commenced on
the installation of the JCG supplied solution.
JCG Technologies, Inc , or its appointed service representative(s), agrees to provide
system support via the JCG Support Services Package for the JCG supplied software
and hardware listed below, in accordance with the terms and conditions of this
agreement.
The JCG Support Services Package includes:
Free software updates/upgrades to current version upon renewal.
Unlimited calls (operational and technical) from 8am to 5pm AZ MST,
excluding JCG holidays and weekends. (Please direct calls to Peter Chave,
JCG Manager of Customer Support, Direct Line: (480) 396-8278)
Electronic logging of issues and questions (email & Web) 24 hours per day.
On-line access to all released Technical Support memos.
On-line access to product documentation.
Software fixes via electronic download.
Repair or replacement of any hardware provided
Any replacement hardware needed is sold at a discounted price.
All JCG supplied software and hardware products installed at the site are eligible for
technical support.
All products must be registered with JCG to be eligible for support.
This agreement covers remote telephone and/or PC based support. On-Site Technical
support is not covered under this agreement.
Telephone support will be provided on an as needed basis, with a 4 hour maximum
response time set as a goal.
JCG will make every reasonable effort to correct an identified problem within a 24 hour
period (1 business day).
Term of Contract The term of this Contract shall commence on the effective date
of this contract and shall continue through December 31, 2023 (Initial Term), unless
terminated, canceled, extended or renewed as otherwise provided herein. This
agreement may be extended for three (3) additional years (Extended Term). The
City and Contractor reserve the right to terminate this Agreement at any time, with or
without cause, upon thrity (30) days written notice.
Payment Terms JCG will provide an invoice annually and payment is due in full upon
receipt of the invoice. At JCG Technologies’ sole option, support coverage may be
halted for non-payment of any invoice. JCG reserves the right to exercise price
increases, up to five percent (5%) annually. Fees are exclusive of all taxes. The total
not to exceed amount of compensation to Contractor for the services rendered under
this Agreement shall not exceed Eleven Thousand Dollars ($11,000), described in
detail in the enclosed Exhibit A - JCG Budgetary Price Quotation dated November 8,
2019, incorporated herein by this reference, and page 3 of this Agreement.
Tax Status Customer is responsible for payment of all taxes unless a Tax Exempt
Form is on file with JCG Technologies, Inc.
Customer Responsibility Customer will back-up all data on a regular basis, and
appoint a single contact to act as primary liaison with JCG Technologies support staff.
For PC based support, the customer must supply an internet connection and provide
JCG access to the PC hosting the JCG supplied software.
Local IT staff may be requested to develop and provide diagnostic reports and traces to
JCG support staff to assist in resolving support issues.
Limited Warranty All JCG supplied new systems (Hardware & Software) are covered
for 90 days following date of signoff and acceptance against defects in design,
materials, and workmanship. The warranty period shall begin upon formal acceptance
of the system. No partial warranties shall be accepted. The entire system will be
warranted upon formal acceptance. Formal acceptance occurs upon the completion of
installation and training by JCG.
Warranty does not cover On-Site Technical Support, Shipping costs, or Software
upgrades.
Liability In no event shall JCG Technologies, Inc. be liable for any direct or indirect
losses or damages, or any other claims arising in connection with this agreement to the
Customer, including loss of data or earnings due to any equipment down time.
JCG’s sole responsibility with respect to the maintenance and support shall be limited to
those outlined in this agreement.
Independent Contractor The parties intend that an independent contractor
relationship will be created by this contract. JCG is not to be considered an agent o r
employee of the Customer for any purpose and neither JCG nor employees of JCG are
entitled to any of the benefits that the Customer provides for its employees. The
Customer is interested only in the results to be achieved by JCG. The conduct, and
control of the work, will lie solely within the discretion of JCG. It is further understood
that JCG is free to contract for similar services to be performed for others while under
contract with the Customer.
Notices All notices hereunder shall be given in writing by hand delivery, commercial
courier service, email or facsimile at the addresses set forth below:
If to Contractor:
Steve Schmenk
President
JCG Technologies, Inc
9941 E Mission Lane
Scottsdale, Arizona 85258
E-mail: srschmenk@jcgtechnologies.com
Force Majeure Neither party shall be liable for any failure or delay in fulfilling the
terms of this Agreement due to fire, strike, war, civil unrest, terrorist action, government
regulations, act of Nature or other causes which are unavoidable and beyond the
reasonable control of the party claiming force majeure. This provision shall not be
construed as relieving either party from its obligation to pay any sum due to the other
party.
Governing Law and Dispute Resolution The terms of this Agreement shall be
governed, interpreted and construed in accordance with the laws of State of California
without regard to principles of conflict of laws. If any disputes between the parties hereto
cannot first be resolved through negotiations by representatives of the parties to this
agreement, then the parties agree to promptly hire a private mediator who works in
Riverside County, California to assist in resolving the dispute. In the event that the
private mediator cannot successfully cause the parties to resolve any dispute in its
totality, then the parties agree to mutually select one attorney who practices in Riverside
County, California to arbitrate the dispute. The arbitration shall proceed before the one
arbitrator that must be mutually agreed upon by the parties. The arbitration proceeding
shall be fully binding on all parties. The arbitration hearing must commence within 90
days
If to Customer:
Monika Radeva
City Clerk
City of La Quinta, California
78495 Calle Tampico
La Quinta, California 92253
E-mail: mradeva@laquintaca.gov
Tel: (760) 777 - 7035
9941 E. Mission Lane, Scottsdale, AZ 85258
Phone: 480 661-5629 Fax: 480 661-7589
www.jcgtechnologies.com
Budgetary Price Quotation (3 Licenses)
City of La Quinta, CA
November 8, 2019
Liberty Meeting Recorder Solution
JCG Technologies, Inc (JCG) provides cost effective software solutions to
organizations that want to automate their workflow and improve access to
information; improving customer service while saving time and money. JCG
solutions include Digital Audio and Video Recording, Agenda Management,
Public Records Request Management, Video/Audio Webcasting Services, and
Audio/Video Systems.
Our software based Liberty Meeting Recorder solution is designed as a
replacement for antiquated analog cassette tape based and first generation
digital recording systems.
The Liberty Meeting Recorder solution software records meeting audio/video to
the PC’s hard drive. After a recording is complete, the file can be moved to the
client’s network, a CD, a DVD, or any other PC-compatible storage media.
The Liberty Meeting Recorder software enables you to use a Microsoft® Word®
based document (i.e. your agenda or minutes template) to take notes in
Microsoft® Word® during the meeting while digitally recording. Drop down lists
are provided to record roll calls, motions, and votes. All notes are automatically
tied to the audio/video. Following the meeting, you can review the audio/video
with the click of a mouse and quickly and easily complete the Minutes. Once
approved, the Minutes (with the associated digital audio/video) can be posted to
your web site as a pdf or HTML document.
Once posted to the web site, a user can simply click on a Minutes item to
playback the meeting audio/video using the industry standard Microsoft®
Windows® Media Player.
Optionally, the audio/video can be hosted and streamed live or on demand using
our SuiteView webcasting service. The SuiteView solution includes a custom
designed public portal, advanced searching and filtering, an interactive calendar,
intuitive player, and analytics.
EXHIBIT A
Pricing
Product Quantity Unit Price Total Price
Liberty Meeting Recorder Software – 2
–Channel Version 3 $2,495 $7,485
Discount (1,500)
Onsite Installation & Training $1,495
Support Services Package* 3 450 No Charge
TOTAL $7,480
Options:
Web-based Installation and Training $500
Total with Web-Based Install &
Training $6,485
*Including Year 1 Support free of charge. Year 2 Support Services Package is $450 per system
per year.
Prices are effective until January 8, 2020. Prices do not include tax, shipping, and
handling charges.
Installation and Training
Unless specifically noted above, the Client will be responsible for providing:
1.All computers and laptops. Prior to the hardware and software installation
all computers must be configured as per the product specifications.
2. All PC/LAN connections and cabling (if the audio is to be archived over the
network).
3. All cabling for connecting the system to any of the Customer’s external
systems/devices (i.e. PA system for audio playback, other recording
devices, audio mixer, etc).
4. PC speakers, power supply and cables for PC sound card based playback
of the audio.
5. All cabling to the recording PC location, including any cable pulls.
6. Video Encoder (for video recording).
Our installation personnel will load software and install any JCG supplied
hardware onto the client’s computers that meet or exceed the specifications
described in this proposal. Please advise us of the model and configuration of
the computers so that we can verify suitability prior to delivery.
Operator training will be provided on the same day as the installation. For
training to be most affective it is preferable to have a maximum of 5 persons per
session.
Computer Hardware & Software Minimum Requirements
This document details the MINIMUM specifications required for the JCG supplied
products. This information makes no allowance for other applications that may
run on the computer at the same time.
Adding memory and increasing the processor speed will significantly improve
performance, especially if the computer will be running other applications.
Digital Recorder Software
Standard PC or Laptop with 2.0 GHz Processor or faster (3.0 for video)
1GB Memory (RAM) (2GB for video)
Microsoft® Windows® XP Professional or later
Windows® compatible, full duplex stereo sound playback support
USB Port
256-color, 800 x 600 video display
20GB or more free hard drive capacity
Microsoft® Word® 2003 or later
JCG or High Criteria Approved Video encoder card (for video)
NOTE: As with any software, there are minimum hardware and software
requirements, which need to be in place prior to installing and using JCG
supplied software. While the attached list is minimum specification, it is important
to be aware that using additional programs in combination may require a higher
specification.
JCG Support Services Package
The Support Service Package is an annual (1 year) package.
The JCG Support Services Package includes:
Free software updates and upgrades on annual support renewal
Unlimited calls (operational and technical) from 8am to 5pm AZ MST,
excluding JCG holidays and weekends.
Electronic logging of issues and questions (email & Web) 24 hours per
day.
On-line access to all released Technical Support memos.
On-line access to product documentation.
Software fixes via electronic download; physical media is extra cost.
The JCG Support Services Package is a site-based contract. All JCG supplied
products (software and hardware) installed at the site are eligible for technical
support.
All products must be registered with JCG to be eligible for support.
Contact Information
Please do not hesitate to contact me if you have any questions or require any
additional information.
Christie Schmenk
Regional Sales Manager
JCG Technologies, Inc.
9941 East Mission Lane
Scottsdale, Arizona 85258
Phone: 619 955-8954
Fax: 480 661-7589
Mobile: 480 282-3582
E-mail: cnschmenk@jcgtechnologies.com
Web: www.jcgtechnologies.com
Page 1 of 6
ADDENDUM TO
JCG SUPPORT SERVICES PACKAGE AGREEMENT WITH CITY OF LA
QUINTA, A CALIFORNIA MUNICIPAL CORPORATION
INDEMNIFICATION
Indemnification. To the fullest extent permitted by law, Contractor shall
indemnify, protect, defend (with counsel selected by City), and hold harmless
City and any and all of its officers, employees, agents, and volunteers as set
forth below(“Indemnification”) which is incorporated herein by this reference
and expressly made a part hereof.
Indemnity for the Benefit of City.
a. Indemnification for Professional Liability. When the law
establishes a professional standard of care for Contractor’s Services, to the
fullest extent permitted by law, Contractor shall indemnify, protect, defend
(with counsel selected by City), and hold harmless City and any and all of its
officials, employees, and agents (“Indemnified Parties”) from and against any
and all claims, losses, liabilities of every kind, nature, and description,
damages, injury (including, without limitation, injury to or death of an
employee of Contractor or of any subcontractor), costs and expenses of any
kind, whether actual, alleged or threatened, including, without limitation,
incidental and consequential damages, court costs, attorneys’ fees, litigation
expenses, and fees of expert consultants or expert witnesses incurred in
connection therewith and costs of investigation, to the extent same are caused
in whole or in part by any negligent or wrongful act, error or omission of
Contractor, its officers, agents, employees or subcontractors (or any entity or
individual that Contractor shall bear the legal liability thereof) in the
performance of professional services under this agreement.
b. Indemnification for Other Than Professional Liability. Other
than in the performance of professional services and to the full extent
permitted by law, Contractor shall indemnify, defend (with counsel selected
by City), and hold harmless the Indemnified Parties from and against any
liability (including liability for claims, suits, actions, arbitration proceedings,
administrative proceedings, regulatory proceedings, losses, expenses or costs
of any kind, whether actual, alleged or threatened, including, without
limitation, incidental and consequential damages, court costs, attorneys’ fees,
litigation expenses, and fees of expert consultants or expert witnesses)
incurred in connection therewith and costs of investigation, where the same
arise out of, are a consequence of, or are in any way attributable to, in whole
or in part, the performance of this Agreement by Contractor or by any
individual or entity for which Contractor is legally liable, including but not
limited to officers, agents, employees, or subcontractors of Contractor.
Page 3 of 6
Contractor shall carry Workers’ Compensation Insurance in accordance
with State Worker’s Compensation laws with employer’s liability limits no less
than $1,000,000 per accident or disease.
If coverage is maintained on a claims-made basis, Contractor shall
maintain such coverage for an additional period of three (3) years following
termination of the contract.
Contractor shall provide written notice to City within ten (10) working
days if: (1) any of the required insurance policies is terminated; (2) the limits
of any of the required polices are reduced; or (3) the deductible or self-insured
retention is increased. In the event any of said policies of insurance are
cancelled, Contractor shall, prior to the cancellation date, submit new evidence
of insurance in conformance with this Addendum to the Contract Officer. The
procuring of such insurance or the delivery of policies or certificates evidencing
the same shall not be construed as a limitation of Contracting Party’s
obligation to indemnify City, its officers, employees, contractors,
subcontractors, or agents.
E.2 Remedies. In addition to any other remedies City may have if
Contractor fails to provide or maintain any insurance policies or policy
endorsements to the extent and within the time herein required, City may, at
its sole option:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement.
b. Order Contractor to stop work under this Agreement and/or
withhold any payment(s) which become due to Contracting Party hereunder
until Contractor demonstrates compliance with the requirements hereof.
c. Terminate this Agreement.
Exercise of any of the above remedies, however, is an alternative to any
other remedies City may have. The above remedies are not the exclusive
remedies for Contractor’s failure to maintain or secure appropriate policies or
endorsements. Nothing herein contained shall be construed as limiting in any
way the extent to which Contractor may be held responsible for payments of
damages to persons or property resulting from Contractor’s or its
subcontractors’ performance of work under this Agreement.
E.3 General Conditions Pertaining to Provisions of Insurance Coverage
by Contractor. Contractor and City agree to the following with respect to
insurance provided by Contractor:
Page 4 of 6
1.Contractor agrees to have its insurer endorse the third party
general liability coverage required herein to include as additional insureds
City, its officials, employees, and agents, using standard ISO endorsement
No. CG 2010 with an edition prior to 1992. Contractor also agrees to require
all contractors, and subcontractors to do likewise.
2.No liability insurance coverage provided to comply with this
Agreement shall prohibit Contractor, or Contractor’s employees, or agents,
from waiving the right of subrogation prior to a loss. Contractor agrees to
waive subrogation rights against City regardless of the applicability of any
insurance proceeds, and to require all contractors and subcontractors to do
likewise.
3.All insurance coverage and limits provided by Contractor and
available or applicable to this Agreement are intended to apply to the full
extent of the policies. Nothing contained in this Agreement or any other
agreement relating to City or its operations limits the application of such
insurance coverage.
4.None of the coverages required herein will be in compliance with
these requirements if they include any limiting endorsement of any kind that
has not been first submitted to City and approved of in writing.
5.No liability policy shall contain any provision or definition that
would serve to eliminate so-called “third party action over” claims, including
any exclusion for bodily injury to an employee of the insured or of any
contractor or subcontractor.
6.All coverage types and limits required are subject to approval,
modification and additional requirements by the City, as the need arises.
Contractor shall not make any reductions in scope of coverage (e.g.
elimination of contractual liability or reduction of discovery period) that may
affect City’s protection without City’s prior written consent.
7.Proof of compliance with these insurance requirements, consisting
of certificates of insurance evidencing all the coverages required and an
additional insured endorsement to Contractor’s general liability policy, shall
be delivered to City at or prior to the execution of this Agreement. In the
event such proof of any insurance is not delivered as required, or in the event
such insurance is canceled at any time and no replacement coverage is
provided, City has the right, but not the duty, to obtain any insurance it deems
necessary to protect its interests under this or any other agreement and to
pay the premium. Any premium so paid by City shall be charged to and
promptly paid by Contractor or deducted from sums due Contractor, at City
option.
Page 5 of 6
8.It is acknowledged by the parties of this agreement that all
insurance coverage required to be provided by Contractor or any
subcontractor, is intended to apply first and on a primary, non-contributing
basis in relation to any other insurance or self-insurance available to City.
9.Contractor agrees to ensure that subcontractors, and any other
party involved with the project that is brought onto or involved in the project
by Contractor, provide the same minimum insurance coverage required of
Contractor. Contractor agrees to monitor and review all such coverage and
assumes all responsibility for ensuring that such coverage is provided in
conformity with the requirements of this section. Contractor agrees that upon
request, all agreements with subcontractors and others engaged in the project
will be submitted to City for review.
10.The City reserves the right at any time during the term of this
Agreement to change the amounts and types of insurance required by giving
the Contractor ninety (90) days advance written notice of such change. If
such change results in substantial additional cost to the Contracting Party, the
City will negotiate additional compensation proportional to the increased
benefit to City.
11.For purposes of applying insurance coverage only, this Agreement
will be deemed to have been executed immediately upon any party hereto
taking any steps that can be deemed to be in furtherance of or towards
performance of this Agreement.
12.Contractor acknowledges and agrees that any actual or alleged
failure on the part of City to inform Contractor of non-compliance with any
insurance requirement in no way imposes any additional obligations on City
nor does it waive any rights hereunder in this or any other regard.
13.Contractor will renew the required coverage annually as long as
City, or its employees or agents face an exposure from operations of any type
pursuant to this agreement. This obligation applies whether the agreement is
canceled or terminated for any reason. Termination of this obligation is not
effective until City executes a written statement to that effect.
14.Contractor shall provide proof that policies of insurance required
herein expiring during the term of this Agreement have been renewed or
replaced with other policies providing at least the same coverage. Proof that
such coverage has been ordered shall be submitted prior to expiration. A
coverage binder or letter from Contractor’s insurance agent to this effect is
acceptable. A certificate of insurance and an additional insured endorsement
is required in these specifications applicable to the renewing or new coverage
must be provided to City within five (5) days of the expiration of coverages.
Page 6 of 6
15.The provisions of any workers’ compensation or similar act will not
limit the obligations of Contractor under this agreement. Contractor expressly
agrees not to use any statutory immunity defenses under such laws with
respect to City, its employees, officials, and agents.
16.Requirements of specific coverage features, or limits contained in
this section are not intended as limitations on coverage, limits or other
requirements nor as a waiver of any coverage normally provided by any given
policy. Specific reference to a given coverage feature is for purposes of
clarification only as it pertains to a given issue and is not intended by any
party or insured to be limiting or all-inclusive.
17.These insurance requirements are intended to be separate and
distinct from any other provision in this Agreement and are intended by the
parties here to be interpreted as such.
18.The requirements in this Addendum supersede all other sections
and provisions of this Agreement to the extent that any other section or
provision conflicts with or impairs the provisions of this Addendum.
19.Contractor agrees to be responsible for ensuring that no contract
used by any party involved in any way with the project reserves the right to
charge City or Contractor for the cost of additional insurance coverage
required by this agreement. Any such provisions are to be deleted with
reference to City. It is not the intent of City to reimburse any third party for
the cost of complying with these requirements. There shall be no recourse
against City for payment of premiums or other amounts with respect thereto.
20.Contractor agrees to provide immediate notice to City of any claim
or loss against Contractor arising out of the work performed under this
agreement. City assumes no obligation or liability by such notice, but has the
right (but not the duty) to monitor the handling of any such claim or claims if
they are likely to involve City.
Invoice
Date
12/23/2020
Invoice #
7261
BILL TO
City of La Quinta
PO BOX 1504
La Quinta, CA 92253
Attn: Accounts Payable
SHIP TO
City of La Quinta
78495 Calle Tampico
La Quinta, California 92253
Attn: Monika Radeva, City Clerk
Ph: (760) 777-7035
9941 E. Mission Lane
Scottsdale, AZ 85258-5634
PH: 480 661-5629
P.O. Number
Email Order
Terms
Due on Receipt of Goods
Rep
CNS
Ship Date
12/23/2020
Ship Via
UPS
F.O.B.
Florida
Total
Item Code Product DescriptionQuantity Price Each Amount
JCG - Liberty Meeting Recording Solution - 2-Channel
LMR-002 Liberty Meeting Recorder - 2- Channel
LMR 2001-02615 to 2001-02617
3 2,495.00 7,485.00T
Sales Discount Sales Discounts -1,500.00 -1,500.00
Audio Video Equipment Audio Input Equipment if needed3 0.00 0.00T
SP-PC Complimentary H... Complimentary Headset for Confidence Monitoring3 0.00 0.00T
LMR Quick Reference Cards
JCGSSP JCG Support Services Package - 1st Year Included3 0.00 0.00T
Begins: 1-1-2020 ~ Expires: 12-31-2020
(JCG SSP Renewal will be billed next year at $450 per
license - Total $1350)
Installation and Training Web based Product Installation plus Training 500.00 500.00
Out-of-state sale, exempt from sales tax 0.00% 0.00
$6,485.00
PURCHASE ORDER
12/23/2019
ISSUED TO:
Date:
Vendor #:09645
JCG TECHNOLOGIES
9941 E MISSION LANE
SCOTTSDALE, AZ 85258-
SHIP TO:City of La Quinta
78495 Calle Tampico
La Quinta, CA 92253
1920-0168PO Number:
Requisition #:REQ-0428
78-495 Calle Tampico
La Quinta, CA 92253
PH: (760) 777-7057
CITY OF LA QUINTA
UNITS DESCRIPTION AMOUNTGL ACCT #ITEM PRICEPROJECT ACCT #
1 0
fe48cf0b-c61e-4ac7-b7ee-ab2c011c87fe
JCG Technologies - Meeting Recordings
fe48cf0b-c61e-4ac7-b7ee-ab2c011c87fe
502-0000-71042 3,242.500.00
fe48cf0b-c61e-4ac7-b7ee-ab2c011c87fefe48cf0b-c61e-4ac7-b7ee-ab2c011c87fe502-0000-71042 3,242.50
fe48cf0b-c61e-4ac7-b7ee-ab2c011c87fe
6,485.00TOTAL
SUBTOTAL:
0.00
6,485.00
SHIPPING:
Authorized by:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Original invoice must be sent to: City of La Quinta, Finance Department, 78-495 Calle Tampico, La Quinta, CA 92253.
Payment may be expected within 30 days of receipt of goods, unless otherwise stated.
C.O.D. shipment will not be accepted.
Purchase Order numbers must appear on all shipping containers, packing slips and invoices. Failure to comply with the above request may delay payment.
All goods are to be shipped F.O.B. Destination unless otherwise stated.
All materials and services are subject to approval based on the description on the face of the purchase order or appendages thereof. Substitutions are not permitted without approval of the
Requesting Department. Material not approved will be returned at no cost to the City.
All goods and equipment must meet or exceed all necessary city, state and federal standards and regulations.
Vendor or manufacturer bears risk of loss or damage until property received and/or installed.
Seller acknowledges that the buyer is an equal opportunity employer. Seller will comply with all equal opportunity laws and regulations that are applicable to it as a supplier of the buyer.
The City is exempt from all federal excise and state tax – ID# 95-3740431
TOTAL TAX:0.00
Finance Department: (760) 777-7057