AGREEMENT FOR PEER-PROVIDER SERVICES

Transcription

1 AGREEMENT FOR PEER-PROVIDER SERVICES THIS AGREEMENT, is made and entered int this day by and between the Califrnia Department f Justice Peer-Prvider LiveScan Califrnia," a subsidiary f LiveScan USA, a Nevada Crpratin, (hereinafter referred t as LIVESCAN CALIFORNIA ) and (hereinafter referred t as AFFILIATE) whse livescan device lcatin is identified n Page 4 f this Agreement. LIVESCAN CALIFORNIA and AFFILIATE hereby agree as fllws: 1. DESCRIPTION OF SERVICES. The services t be prvided by LIVESCAN CALIFORNIA shall cnsist f, and be limited t, the fllwing: LIVESCAN CALIFORNIA wns and perates an Internet Cnnectin with the Califrnia Department f Justice (hereinafter referred t as DOJ ) and agrees t perfrm the sle and limited functin f facilitating an electrnic cnnectin with the DOJ, n behalf f AFFILIATE, in rder t allw AFFILIATE t transmit fingerprint infrmatin t DOJ S Autmated Fingerprint Identificatin System (hereinafter referred t as "AFIS"), fr the purpse f btaining, but nt limited t the fllwing infrmatin: Criminal Offender Recrds Infrmatin Checks (hereinafter referred t as "CORI"), backgrund checks, and/r criminal histry inquires. LIVESCAN CALIFORNIA shall prvide prperly skilled prfessinal and technical persnnel t perfrm the services under this Agreement. Scpe: a. LIVESCAN CALIFORNIA will use its best effrts t faithfully perfrm the services t AFFILIATE as described in Item 1., abve; b. If LIVESCAN CALIFORNIA is f the pinin that any service requested t be perfrmed by AFFILIATE is beynd the scpe f this Agreement and cnstitutes extra services r wrk, then AFFILIATE shall prmptly be ntified f this pinin. In this event, AFFILIATE shall prvide LIVESCAN CALIFORNIA with extra cmpensatin r payment n a fair and equitable basis. A Supplemental Agreement prviding fr such cmpensatin fr the extra services shall be negtiated between LIVESCAN CALIFORNIA and AFFILIATE; c. LIVESCAN CALIFORNIA in its rle f prviding a cnnectin t the DOJ is respnsible fr the security f its netwrk. LIVESCAN CALIFORNIA reserves the right t investigate any actins that may pse a threat t the security f its netwrk, including but nt limited t livescan device authenticity, passwrds/access t devices, and/r unauthrized r ptential unauthrized access by nn-fpr certified persnnel. If prblems are detected by LIVESCAN CALIFORNIA, a warning may be issued prir t initiating a temprary suspensin f AFFILIATE'S access t the netwrk. Severe prblems are required t be reprted t DOJ fr review and actin. 2. AFFILIATE RESPONSIBILITES. AFFILIATE must have and maintain gd standing with the DOJ, withut directin r respnsibility frm LIVESCAN CALIFORNIA. AFFILIATE must at all times during this Agreement remain in cmpliance with the Califrnia Department f Justice Applicant Cmmunicatin Netwrk Agreement and its Terms and Cnditins AFFILIATE Initial 1

2 fr Private Service Prviders in Califrnia. If, fr any reasn(s) AFFILIATE fails t remain in gd standing with the DOJ r fails t remain in cmpliance with the Califrnia Department f Justice Applicant Cmmunicatin Netwrk Agreement and its Terms and Cnditins fr Private Service Prviders in Califrnia, AFFILIATE agrees that terminate this Agreement. AFFILIATE must maintain a Maintenance Service Agreement with either LIVESCAN CALIFORNIA r the livescan device manufacturer. Technical Supprt and updates will be prvided under the terms f yur Maintenance Service Agreement. AFFILIATE must adhere t the fllwing standards: Prfessinal Standards AFFILIATE will be fully registered and certified t perfrm fingerprint capture in the states fr which AFFILIATE perates. AFFILIATE must supprt and demnstrate the fllwing values: The highest standards f business ethics and integrity; A cmmitment t custmer service and satisfactin; and A reputatin built n the quality f service and supprt. AFFILIATE'S emplyees wh will be fingerprinting custmers must submit t and pass a criminal backgrund check befre fingerprinting any custmers. The prf f thse criminal backgrund checks must be prvided t LIVESCAN CALIFORNIA by AFFILIATE. Service Lcatins Custmers will be serviced in prfessinal ffice lcatins. Prfessinal lcatins will be expected t have: A receptin area; Clean facilities; A custmer service riented culture; and The ability t accept walk-in as well as scheduled appintments. Sme clients will nt cnsider being fingerprinted in hme-based ffice lcatins r temprary lcatins such as htels, s AFFILIATES may nt be able t access r participate in all f the prgrams ffered by LIVESCAN CALIFORNIA. Operatinal Perfrmance AFFILIATE will maintain a regular quality assurance prgram t ensure it cnsistently achieves a FBI (r state repsitry) rejectin rate f less than 2%. AFFILIATE will meet scheduled appintments 99% f time. AFFILIATE will make every effrt t minimize custmer wait time. AFFILIATE will address feedback prvided by LIVESCAN CALIFORNIA in a timely and prfessinal manner. This feedback may be a result f cncerns prvided t LIVESCAN CALIFORNIA via e- mail, fax r telephne frm custmers referred t AFFILIATE. AFFILIATE Initial 2

3 3. PAYMENT. a. Cmpensatin: The cst t AFFILIATE fr the services t be prvided as described abve in Item ne (1) shall cnsist f a fee f $1.00 fr each and every recrd transmitted t the DOJ frm AFFILIATE. A $5.00 service fee will als be charged t AFFILIATE if AFFILIATE requires a paper invice (mail r fax) instead f an electrnic ( ) invice. b. Time and Methd f Payment: i. AFFILIATE must tender payment f the ne time $ per Livescan Device cnnectin fee t LIVESCAN CALIFORNIA upn executin f this Agreement (may be waived per agreement); ii. iii. iv. Payments under this Agreement must be received by LIVESCAN CALIFORNIA n later than ten (10) calendar days frm the date set frth within n the invice frm LIVESCAN CALIFORNIA t AFFILIATE. Invices shall be sent t AFFILIATE twice a mnth; Shuld AFFILIATE fail t make a timely payment t LIVESCAN CALIFORNIA under the terms and cnditins f this Agreement AFFILIATE agrees that LIVESCAN CALIFORNIA has the right t suspend AFFILIATE'S cnnectivity t the LIVESCAN CALIFORNIA netwrk, cancel this Agreement, and/r terminate AFFILIATE S cnnectin with the DOJ. AFFILIATE further agrees that in the event any prceeding is brught by a Party t this Agreement against the ther, in cnnectin with this Agreement, the prevailing party in such prceeding shall be entitled t receive csts, expert witness fees and reasnable attrney's fees. Shuld AFFILIATE S service be suspended fr nn-payment, a $50.00 reinstatement fee will be charged t and paid fr by AFFILIATE prir t reinstating AFFILIATE'S cnnectivity t the LiveScan Califrnia Netwrk. 4. TERM OF AGREEMENT. This Agreement shall remain in effect fr a ne (1) year perid beginning frm the date the Agreement is executed by LIVESCAN CALIFORNIA. This Agreement will als autmatically renew n an annual basis prvided that neither Party has served upn the ther a writing at least thirty (30) days prir t the terminatin f the then current annual term, terminating the Party's Agreement. Upn ntice f terminatin f this Agreement by either Party, AFFILIATE agrees t pay all amunts due and wing t LIVESCAN CALIFORNIA within ten (10) calendar days frm the date set frth within the final invice t AFFILIATE frm LIVESCAN CALIFORNIA. This Agreement may als be terminated by either Party prviding thirty (30) days written ntice upn the ther. Upn ntice f terminatin f this Agreement by either Party, AFFILIATE agrees t pay all amunts due and wing t LIVESCAN CALIFORNIA within ten (10) calendar days frm the date set frth within the final invice t AFFILIATE frm LIVESCAN CALIFORNIA. 5. RELATIONSHIP OF PARTIES. The Parties t this Agreement shall be deemed t be independent cntractrs. As such, except as specifically prvided in this Agreement, nthing cntained herein shall make either Party, r their respective fficers, emplyees r representatives agents f the ther. The Parties further agree that LIVESCAN CALIFORNIA shall be free t cntract fr similar r the same services being prvided t AFFILIATE with ther persns, businesses, cmpanies, agencies, etc., during the term this Agreement. AFFILIATE Initial 3

4 6. NOTICES All ntices and ther cmmunicatins prvided fr r permitted under this Agreement shall be made by handdelivery, first class mail, r facsimile, addressed as fllws: PARTY LIVESCAN CALIFORNIA [INSERT NAME] ADDRESS 1032 Bradway, Suite 2A El Cajn, Califrnia Facsimile Number Attentin: Darrin Scheidle, CEO [INSERT ADDRESS] Attentin: [INSERT NAME] 7. ASSIGNMENT. AFFILIATE may nt delegate, assign r transfer this Agreement, r any f AFFILIATE'S rights r duties hereunder, including by way f merger (regardless f whether AFFILIATE is the surviving entity) r acquisitin, and any attempt t d s, withut LIVESCAN CALIFORNIA'S express written cnsent, shall be vid. LIVESCAN CALIFORNIA may assign this Agreement, and its rights and bligatins hereunder, in its sle discretin. 8. NONRESPONSIBILITY. a. LIVESCAN CALIFORNIA shall nt, will nt, and is nt respnsible fr any and every line r pwer utages r Internet dwn time r interruptins and will nt be respnsible fr any prblems r circumstances akin t r caused by the DOJ. This shall include, but will nt be limited t any and all infrmatin, recrds, dcuments r dcumentatin, which is reprted as, received by the Transactin Cntrller and is lst, rejected r disparaged in any frm, shape r manner. b. LIVESCAN CALIFORNIA shall, further, nt be liable r respnsible fr the cntent f infrmatin assembled by AFFILIATE cntaining any mistake r inaccurate frmat r data. i. LIVESCAN CALIFORNIA is nt and cannt be respnsible fr the transmissin n receptin f fingerprint quality r fr any and all recrds and dcuments which may be rejected due t pr quality and quality cntrl. ii. iii. LIVESCAN CALIFORNIA shall nt be respnsible fr Live Scan prblems, defects, r cnfiguratin errrs. LIVESCAN CALIFORNIA shall nt, will nt, and is nt respnsible fr rejectin f any recrds submitted t LIVESCAN CALIFORNIA frm a virus-infected system. 9. GOVERNING LAW, FORUM AND PLACE OF PERFORMANCE. This Agreement shall be gverned in all respects by the Laws f the United States f America and the State f Califrnia withut regard t cnflicts f law principles. All disputes arising under this Agreement shall be brught in the Superir Curt f the State f Califrnia in San Dieg Cunty r the United States District Curt fr the Suthern District Curt f Califrnia in San Dieg, Califrnia, as permitted by law. The Superir Curt f San Dieg Cunty and the United States District Curt fr the Suthern District f Califrnia in San Dieg, Califrnia shall each have nn-exclusive jurisdictin f disputes under this Agreement. AFFILIATE cnsents t the persnal jurisdictin f the abve curts. AFFILIATE further agrees that the place f perfrmance f this Agreement shall be San Dieg, Califrnia. AFFILIATE Initial 4

5 10. HOLD HARMLESS/INDEMNIFICATION OF LIVESCAN CALIFORNIA. T the full extent permitted by law, AFFILIATE agrees that AFFILIATE shall indemnify, hld harmless, release and defend LIVESCAN CALIFORNIA its fficers, emplyees, servants and agents against any and all liability, demands, claims, suits, lsses, damages, causes f actin, fines r judgments including csts, attrneys' and witnesses' fees and expenses incident theret fr actins frm ther persns r third parties as a result f AFFILIATE'S negligence, misrepresentatins, errrs, and missins, fraud r criminal acts, including actins arising ut f r in cnnectin with LIVESCAN CALIFORNIA S perfrmance f its bligatins and duties cntained within this Agreement. LIVESCAN CALIFORNIA shall prvide AFFILIATE with prmpt written ntice f any such demand, claim r suit against it and AFFILIATE shall have the right t cmprmise r defend the same t the extent f AFFILIATE S wn interest and in the best interest f LIVESCAN CALIFORNIA and in which LIVESCAN CALIFORNIA shall request indemnificatin under this paragraph. 11. ENTIRE AGREEMENT. This writing is intended bth as the final expressin f the Agreement between LIVESCAN CALIFORNIA and AFFILIATE, heret, with respect t included terms and a cmplete and exclusive statement f the terms f the Agreement, pursuant t Cde f Civil Prcedure, Sectin LIVESCAN CALIFORNIA reserves the right t amend r mdify this Agreement, and/r impse additinal requirements and/r restrictins upn AFFILIATE, at any time it deems necessary t prtect the stability and security f the netwrk. 12. ATTORNEYS' FEES AND COSTS. If any actin is necessary t enfrce r interpret the terms f this Agreement, the prevailing Party shall be entitled t reasnable attrney s fees, csts, and necessary disbursements in additin t any ther relief t which that Party may be entitled. 13. HEADINGS. The sectin headings appearing in this Agreement are inserted nly as a matter f cnvenience and in n way define, limit, cnstrue, r describe the scpe r extent f such sectin r in any way affect this Agreement. 14. COUNTERPARTS. This Agreement may be executed simultaneusly in tw r mre cunterparts, each f which will be cnsidered an riginal, but all f which tgether will cnstitute ne and the same instrument. 15. MODIFICATION. This Agreement may nly be amended r supplemented by a writing that refers explicitly t this Agreement and that is signed by duly authrized representatives f AFFILIATE and LIVESCAN CALIFORNIA. N agent, emplyee r representative f LIVESCAN CALIFORNIA has the authrity t bind the Parties t any representatins unless such is specifically included in this Agreement. 16. UNENFORCEABLE TERMS. Any prvisin f this Agreement prhibited by law r unenfrceable under any applicable law f any jurisdictin shall, as t such jurisdictin, be ineffective withut affecting any ther prvisin f this Agreement. T the full extent, that the prvisins f such applicable law may be waived, they are hereby waived t the end that this Agreement be deemed t be a valid and binding agreement enfrceable in accrdance with its terms. AFFILIATE Initial 5

6 17. INTERPRETATION. The interpretatin f nay ambiguus language in this Agreement shall nt be cnstrued against the Party that may have drafted that language. Executed at, Califrnia n (date). LIVESCAN CALIFORNIA By: Darrin Scheidle, CEO AFFILIATE Print Name/Title Billing Infrmatin Cmpany: Cntact: Address: City, Zip: Phne: Fax: Address: DOJ Field Representative: DOJ Phne: Livescan Device Manufacturer: Mdel: Issued by DOJ: LSID # ACN # Grup # Billing Number: *** Please prvide cpy f Signed DOJ Terms and Cnditins AND Diagram with this page. I understand that it may be required fr LIVESCAN CALIFORNIA t cntact the DOJ n my behalf in rder t facilitate my cnnectin t the DOJ. I authrize LIVESCAN CALIFORNIA and its agents t request and receive infrmatin frm the DOJ and my field representative, as required by their netwrk specialists t cmplete the cnnectin and facilitate livescan transmissins t the DOJ netwrk. Signed: Date: AFFILIATE Initial 6

7 ADDENDUM A Facility Infrmatin (Lcatin Infrmatin fr website and referral listings) Cmpany: Address: City, State, Zip: Phne: Fax: Cntact Name: Address (fr Appintments): Services Infrmatin AFFILIATE is interested in the Website Referrals, including access t the Online Appintment Manager and agrees t pay a mnthly fee f $20.00 fr the privilege. This fee will be inviced n the first invice each mnth. AFFILIATE'S individual access is set fr ONLY yur facility. Even thugh it has been tested that n ther user can access a schedule fr anther facility, if AFFILIATE attempts t access anther facility s schedule r client list, the AFFILIATE'S access will be terminated, and the AFFILIATE will be barred frm any referrals frm the LiveScan Califrnia Call-Center r Centralized Billing Prgram. LIVESCAN CALIFORNIA, at its sle discretin, may suspend the access t the Califrnia Applicant Netwrk fr such an act f unethical behavir. Yur reputatin lies with yur trust, as we expect all affiliates t adhere t the same high ethical standards. AFFILIATE will address feedback prvided by LIVESCAN CALIFORNIA in a timely and prfessinal manner. This feedback may be a result f cncerns prvided t LIVESCAN CALIFORNIA via , fax r telephne frm clients r custmers referred t AFFILIATE. Recurring issues may result in terminatin f Affiliate s participatin f this prgram. Signed: Date: Print Name and Title: PLEASE NOTE: This is an OPTIONAL prgram ffered by LiveScan Califrnia. If yu elect nt t participate at this time, d NOT sign this page. Yu may elect t participate in this prgram later if yur accunt with LiveScan Califrnia is in gd standing. AFFILIATE Initial 7

8 ADDENDUM B Facility Infrmatin (Lcatin Infrmatin) Cmpany: Address: City, State, Zip: Phne: Fax: Services Infrmatin AFFILIATE is interested in the Centralized Billing Prgram. AFFILIATE will prvide service t clients f LIVESCAN CALIFORNIA, and will submit t LIVESCAN CALIFORNIA timely reprts. Reprts will be cnslidated and inviced t clients, and payment shuld be prvided t AFFILIATE within thirty (30) days. If a reprt is submitted after its due date (the 5 th f each mnth) then the reprt will nt be inviced until the next cycle thereby delaying payment. Clients under this prgram will be required t have their wn DOJ Billing Cde, unless special arrangements have been made with LiveScan Califrnia. T prmte timely payment t AFFILIATE, AFFILIATE will be required t accept payments via Paypal. Payments via LIVESCAN CALIFORNIA check wuld require a Service fee f $5.00 deducted frm each payment made by check. Billing Payments made t AFFILIATE will have any invice payment deducted frm the payment due t AFFILIATE. AFFILIATE will address feedback prvided by LIVESCAN CALIFORNIA in a timely and prfessinal manner. This feedback may be a result f cncerns prvided t LIVESCAN CALIFORNIA via , fax r telephne frm clients r custmers referred t AFFILIATE. Recurring issues may result in terminatin f Affiliate s participatin f this prgram. Signed: Date: Print Name and Title: PLEASE NOTE: This is an OPTIONAL prgram ffered by LiveScan Califrnia. If yu elect nt t participate at this time, d NOT sign this page. Yu may elect t participate in this prgram later if yur accunt with LiveScan Califrnia is in gd standing. AFFILIATE Initial 8