HomeMy WebLinkAboutVISIONARY SYSTEMS, LTD. 2-2002
, INSiI'tANLt UI'j riLe N-2002-134
WORK MA \ "kOLtED
UNTILllj:;UkMLE EXPIRES 6~
1-t-I-03
CLERK OF COUNCILO " CONSULTANT AGREEMENT
DATE: q -~C>- -'- L.J,.Ift
j)l 5fp1~
THIS AGREEMENT, made and entered into this;x) day of b.Prit; 2002 by and
between Visionary Systems, Ltd, (hereinafter "Consultant"), and the City of Santa Ana, a charter
city and municipal corporation organized and existing under the Constitution and laws of the
State of California (hereinafter "City").
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
computer software maintenance.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
C. In undertaking the performance of this Agreement, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performed in compliance with such standards as may reasonably be
expected from a professional consulting firm in the field.
NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the
terms and conditions hereinafter set forth, the parties agree as follows:
1. SCOPE OF SERVICES
Consultant shall provide the following computer software maintenance services to City:
a, Technical and/or operational assistance to City relating to "Firehouse Software";
b. Enhancements to "Firehouse Software", at no charge, as developed during the term of
this Agreement;
c. Perform those services as set forth in Exhibit A to this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement, shall not exceed $3,000.00 during the term of this Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment need not
be made for work which fails to meet the standards of performance set forth in the Recitals
which may reasonably be expected by City.
3. TERM
This Agreement shall commence on the date first written above and terminate on
December 31, 2002, unless terminated earlier in accordance with Section 12, below. In an effort
to provide continuing service to the City, the parties agree that services provided between
January I, 2002 and the date of this Agreement, shall be included within this Agreement. The
term of this Agreement may be extended upon a writing executed by the Fire Chief and the City
Attorney.
4. INDEPENDENT CONTRACTOR
Consultant shall, during the entire term of this Agreement, be construed to be an
independent contractor and not an employee of the City. This Agreement is not intended nor
shall it be construed to create an employer-employee relationship, a joint venture relationship, or
to allow the City to exercise discretion or control over the professional manner in which
Consultant performs the services which are the subject matter ofthis Agreement; however, the
services to be provided by Consultant shall be provided in a manner consistent with all
applicable standards and regulations governing such services. Consultant shall pay all salaries and
wages, employer's social security taxes, unemployment insurance and similar taxes relating to
employees and shall be responsible for all applicable withholding taxes.
5. INSURANCE
Prior to undertaking performance of work under this Agreement, Consultant shall
maintain and shall require its subcontractors, if any, to obtain and maintain insurance as
described below:
a. Reserved.
b. Reserved.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self-insurance. Prior to commencing the
performance ofthe work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit of not less
than $1,000,000 per claim.
2
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability: (1) for personal
injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims
for personal injury, including health, and claims for property damage, which may arise from the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section I of this Agreement; and (2) from any claim that personal injury, damages, just
compensation, restitution,judicial or equitable relief is due by reason of the terms of or effects
arising from this Agreement. This indemnity and hold harmless agreement applies to all claims
for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to
have been suffered, by reason ofthe events referred to in this Section or by reason of the terms
of, or effects, arising from this Agreement.
7. CONFIDENTIALITY
If Consultant receives from the City information which due to the nature of such
information is reasonably understood to be confidential and/or proprietary, Consultant agrees
that it shall not use or disclose such information except in the performance of this Agreement,
and further agrees to exercise the same degree of care it uses to protect its own information of
like importance, but in no event less than reasonable care. "Confidential Information" shall
include all nonpublic information. Confidential information includes not only written
information, but also information transferred orally, visually, electronically, or by other means.
Confidential information disclosed to either party by any subsidiary and/or agent of the other
party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure
shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is,
3
. ,
through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful
possession of the Consultant without an obligation of confidentiality; (d) is required to be
disclosed by operation of law; or ( e) is independently developed by the Consultant without
reference to information disclosed by the City.
8. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interests and shall not have interests, direct
or indirect, which would conflict in any manner with performance of services specified under
this Agreement.
9. NOTICE
Any notice, tender, demand, delivery, or other communication pursuant to this
Agreement shall be in writing and shall be deemed to be properly given if delivered in person or
mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other
telegraphic communication in the manner provided in this Section, to the following persons:
To City:
Clerk ofthe City Council
City of Santa Ana
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Fire Chief
City of Santa Ana
1439 S. Broadway (M-80)
Santa Ana, California 92702
and,
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Consultant:
Visionary Systems, Ltd.
4
108 3'd Street, Suite 201
Des Moines, Iowa 50308
Attn: Leslie Crain
A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or other communication shall be addressed and transmitted
to the new address. If sent by mail, any notice, tender, demand, delivery, or other
communication shall be effective or deemed to have been given three (3) days after it has been
deposited in the United States mail, duly registered or certified, with postage prepaid, and
addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or
other communication shall be effective or deemed to have been given twenty-four (24) hours
after the time set forth on the transmission report issued by the transmitting facsimile machine,
addressed as set forth above. For purposes of calculating these time frames, weekends, federal,
state, County or City holidays shall be excluded.
10. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant, and supersedes any and all other agreements, oral or written, between the parties. In
the event of a conflict between the terms of this Agreement and any attachments hereto, the
terms of this Agreement shall prevail. This Agreement may not be modified except by written
instrument signed by the City and by an authorized representative of Consultant. The parties
agree that any terms or conditions of any purchase order or other instrument that are inconsistent
with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor
the City. Each party to this Agreement acknowledges that no representations, inducements,
promises or agreements, orally or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not embodied herein.
11. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of Consultant,
Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior
written consent of the City and any such assignment, transfer, delegation or subcontract without
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed to limit the City's ability to have any of the services which are the subject to
this Agreement performed by City personnel or by other consultants retained by City.
12. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant
compensation for all services performed by Consultant prior to receipt of such notice of termination,
subject to the following conditions:
5
a. As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product completed as of such date, and in such case such work product shall be
the property ofthe City unless prohibited by law, and Consultant consents to the City's use thereof
for such purposes as the City deems appropriate.
b. Payment need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
13. DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consultant affirms that it is an equal opportunity employer
and shall comply with all applicable federal, state and local laws and regulations.
14. JURISDICTION - VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be governed and construed in accordance with the laws of the State of
California. This Agreement has been executed and delivered in the State of California and the
validity, interpretation, performance, and enforcement of any of the clauses of this Agreement
shall be determined and governed by the laws of the State of California. Both parties further
agree that Orange County, California, shall be the venue for any action or proceeding that may
be brought or arise out of, in connection with or by reason ofthis Agreement.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term ofthis Agreement, maintain all necessary licenses,
permits, approvals, waivers, and exemptions necessary for the provision ofthe services
hereunder and required by the laws and regulations of the United States, the State of California,
the City of Santa Ana and all other governmental agencies. Consultant shall notify the City
immediately and in writing of her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall be cause for termination of this
Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinbelow has the power,
authority and right to bind their respective parties to each of the terms of this Agreement, and shall
indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
forth in the body of this Agreement.
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
ATTEST:
A TRlCIA E. HEALY
Clerk of the Council
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
By;
Laura Sheedy
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
~)
Fire ief
EXHIBITB
CITY OF SANTA ANA
~~
City Manager
CONSULTANT
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TITLE) r..t~ _ .
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Employer ill # or Individual SS #
7
iii Visionary Systems, Ltd.
108 Third Street
Suite 201
Des Moines, 1A 50309
(515) 288-5717 (800) 921-5300
Invoice
DATE INVOICE #
02/09/2002 21092
BILL TO
SHIP TO
City of Santa Ana
1439 South Broadway
Santa Ana, CA 92707
Attn: John Sahm
City of Santa Ana
1439 South Broadway
,Santa Ana, CA 92707
Attn: John Sahm
P.O. NUMBER TERMS DUE DATE SHIP PROJECT
Net 15 02/24/2002 02/09/2002
QUANTITY ITEM CODE DESCRIPTION PRICE EACH AMOUNT
1 RFHsupport FIREHOUSE Software Support Contract Renewal 560.00 560.00
24 RAddlsupport FIREHOUSE Software Additional License Support 100.00 2,400.00
Contract Renewal
SDate Support December 1,2001 to December 1,2002 0.00 0.00
v
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sf)
P/\ST DUE
Thankyouforyourbusines~
Total
$2,960.00
W-91nformation:
Corporation
EIN 42-1199439
05/17/02 14:59 FAX 515 224 4955
DANA_COMPANY
IiZJ 001/001
ACORD" CERTIFICATE OF LIABILITY INSURANC~sfgRfM I DATE (MMJPOJYY)
05/11/02
PRODUCER. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
'I'h~ Dana Company HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
12345 Un1versity ALTER THE COVERAGE AFFORDED BY THE POUCIES BELOW.
Des Moines IA 50325-B245 INSURERS AFFORDING COVERAGE
Phone: 515-224-4391 Fax:515-224-4955
l""SURED ~~l!RER A~ ~~ncinna~i Insur~ce ComPanY
V1sionary Systems, Ltd." ~~Fl:5; United Nat;onal Ins. Co- ..
Ch;r:is Trout INSURIi~ c: Was~o~t Insuranoe Co~orati~n .-
lOB 3rd Street INSURER 0:
Des Moines ~~ 50309 . ,.
, INSU~ER E:
COVERAGES
THE POUCI(;S OF INSURANCE LISTED BELQWHAVE BE~ ISSUED TO THE INSURED NAMEtI A90VE FOR 'n-le POLICY PERIOD INDICATED. NO'I'IMTH$T^NDING
ANY ReoUIREMEl'lT, TERM OR CONDITION Of! ANY cONTRACT OR OTHER DOCU~ENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY 8S. ISSUED OR
MAT P'ERTAIN, THE INSURANCE: AF"FOROED BY THE POLlCliS D.E!SCRI5eD HEREJN IS SUBJECT TO All. THe TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
poLICIES. AGGREGATE: LIMITS SHOWN MAY HAV6 BEEN REDUCED BY PAID CLAIMS,
Itf: TYPE OF INSURANce pol.IC.... NUMBER 'O'r',f;(.~r.r;~CTl,YE PDAi!! MMJD~'fJJ/?N C1Mm!
DA: Ii MF4IDDfYY
GENERAL. I.I"'BILlTY EACH OCCURIltENCE . 1 000,000
A -. BOP20690B4 04/01/02 04/02/03 1
X COMMcR.CIAL GENERA.l LlABll,.lTV ~.~E DAMAGE (.A.f1y one nre) . 000,000
- - l.iJ
1 ClJl.IMS MADE: X oCCUR MED EXP (Any ene pcl'W/'l) $ . 5,000
- - .- PERSONAL & ADV INJURY . 1,000,00_q.
-.. - GENERAL^GGREGATE . No Li.mit
GEN'L AGG~E~E LIMIT APPLIES pER: pA,CDUCTS - COMF'IOP AGG . 1 ,000,000.
-. ..RO, ri
POLlCY : JeCT toe
AUTOMOBILli LIABILITY COMBINED SINGLE LIMIT
A -',~ ANY AU'TO CA.P5029159 04/01/00 04/01/03 (Es accldenl) . 1,000,000
-'" .-
- ALL OWNED AUTOS BODILV INJURY
SCHEDULeD AUTOS (Perp€lrson) .
.-
~ HIREO AUTOe BODILY INJURV
.
~ NON-OWNED AUTOS (~r acddent)
-.
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(Perau:r::h;l~nll
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ANY AUTO OTHER THAN EA Ace $ .-
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e;X:CESS LIABILITY EACI-l OCCURRENCE $ 1 000,000
A ~ OCCUR D CLAIMS MADE BOP20690B4 04/01/02 04/01/03 AGGREGATE . 1 000,000
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DEDUCTIBLe $
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WORKERS COMPENSATION AND X i fd'R'?'C,~'irS I IVeR'
c EMPLOYERS' I.I.ABILllY WCXOOOB23400 04/01/02 04/01/03 100 000
E,I... EACI-l ^CCIDENT .
~,[S~SE-EAeAPLOYEE $ 100,000
E.L. DISEASE: - POLley LIMIT , 500,000
O'T'I-lER
B Profession-.l L1ab B12626B 01/29/02 01/29/03 Per C1aim 1,000,000
Retro date ~/29/98 CLAIMS M/IIlI!) A""re"ate 1,000 000
De$CItJPTION OF OPERATlOIll$fLOCATIONSlVit4tCLES/EXCLUSIONS }l.DOED BY ENDORSElMEJII'1'ISPECIAL PROVlSIClN$
Additional Insured on Liability: Santa. .Anna Fi.r~ Depa.rtment
CERTIFICATE HOLDER I y I ADDl11cNAL INSURED: IN5URI:R LI!!TTER.; CANCELLA TlON
SANTANN SHOULD ANY OF THE A80W DESCRIBED pOL.lel.$ BE CANCELLED BEFORE THE EXP1RATlOr
C1ATe: THeREOF. THE ISSUING INSURER WlLL:II _ _ _Ul MAIL ...3..0....- DAY.S WRITTEN
Santa .Anna. Fire Department NOTltE! TO THE CERTlACA'r1! I-fOLDIi.R. NAMED TO 'THE LEFT, au I "_L.~.._ -".'1
Attn: Roberta ari.ones I R
1439 SO\lth Broadway "
Santa 1m..na CA 92707
AUTHORIZED RliPRESENT IVE ) I ^"
Dana C. Ramun T
ACORD 25-5 (7/97) "- @AcORDCORPORATION 1988
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AC..1JB!). CERTIFICATE OF LIABILITY INSURANC~sf8I\HP I .ATEI.....,.".,..,
07/18/02
THI8.~i;ICATE ISlSSUED AS A """ I o:R OF IN TIOIl
ONLY AND COIIPI!IlS NO RIGHTS UPON THE ceRii~.cATE
Th. Dana Comp_y HOLDa THIS CER1lI'\CATE DOES NOT AMEND. EXTI!ND OR
12345 Vni..rs1ty AL lEft THE COvERAGI! AFFOIUll!tlIlY 'l1ta POUClES BI!LOW.
Des Ho1nas ~ S0325-824S IN$URI!IlS AFFORDING COVI!RAGE
Pbone:S1S-224-4391 Fax:51S-224-495S
........ INIU~A; C1nc.imlati. Insuromae """"'snv
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THE JIOU(ZJ.M 1N8URANCIi USTEO BELOVo/HAVE BaM 168U&D TO T11e NIJ1ll:ED NAMliOAlHM!! ..oft THE POUCV PEIUDD 1N!)ICAT5iD. N01WJTHsrANDING
Nff RrOQl.-.err. "I"ERM OR C()t.I)mON OP ANYCON1'RAC't Oft ()1loIER IXlCUMSfT' WITH RiSPliCTTO WHfCH THIS cemFlCATe: MAY BE 18IUED OR
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POC..ICI,"", AGGREGI\TI! LIMITS 6)HOWN MAY HAVi IIiIiN REDUCII!tJ lW PAD CLAIMB.
TY'PI OP' INSURANCe PQUCV NUMBER
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ADDI!D Jt(INDOMIiIIIN'I18PI!! MO\MI~
L ra Sheedy
eputy City Attorney
Cl!lmFlCATE IIOLDI!R
N _"'URIlll_LII1"1ERl
~
CANC&UATlON
.HOUl.DNlYOPTHE AIIO'\IE ~-I"OI.tCIII.. CANClu.&D 1II9"OftI1BIlilNPlRATIQt.
DAR neRmP. TM.1MUlNG IfBUIl!9. WIU: .~ ~ 34JL- DA"t8 WRITr1iN
NO'IIC!.1O".CIIt'I'IPtcA....ItOI..DeRNA..TO'ftIEUF1': .
Santa "..... Fi.re Deparblumt.
Att:n: R<>b8rta Br:iOftQS
1439 Sout.h BJ::oaclway
San~ Ana CA 92707
ACORD 2S
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