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HomeMy WebLinkAboutOMEGA GROUP, THE 5City of Santa Ana Clerk of the Council AGREEMENT TERMINATION FORM ?Rla t' CCOTC Office Use Only Please complete this form when the attached agreement and all amendmer& (ifarr YYIQ are no longer in effect. el r NA Return form to the Clerk of the Council Office (M -30). Call 647 -2520 if you have any questions. The agreement with No. N- 2009 -109 V was completed on U--In- 10 and final payment has been made. (List all amendments. Use space below if needed.) Department: f� Phone /Ext.: 'R04L-F Signature:h= Date: Revised 07 -22 -09 INSORANCE NOT REQUIRED - N-2009-109 WORK MAY PROCEED CLERK OF COUNCIL DATE: SOFTWARE MAINTENANCE AGREEMENT nc `) THIS AGREEMENT is entered into on September 8, 2009, by and between The ?,, `- 6mega Group, Inc., a California corporation ("Omega") and the City of Santa Ana, a (M at' harter city and municipal corporation of the State of California ("City"). RECITALS: A. The parties entered into Contract A-2003-224, dated July 1, 2003, by which City purchased software licenses, and maintenance for Omega's CrimeView software application. B. The parties entered into Contract A-2008-314, dated November 17, 2008, (hereinafter "said Agreement") by which City purchased a web-based version of the CrimeView application, Crimemapping.com, and Omega agreed to install and maintain. C. The City desires to hire Omega to provide maintenance and support services of its web-based version of the CrimeView application, Crimemapping.com. D. Omega retains all necessary proprietary rights, patents and/or copyrights required to perform the services detailed in this Agreement. 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: SCOPE OF SERVICES Consultant shall perform those maintenance and support services for the Omega web-based version of the CrimeView application, Crimemapping.com, as set forth in Contract A-2008-314. 2. COMPENSATION The City agrees to pay, and Omega agrees to accept as total payment for its services, a total annual fee of $9,300.00. 3. TERM This Agreement shall commence on November 18, 2009, and terminate on November 17, 2010, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Chief of Police and the City Attorney. 4. INDEPENDENT CONTRACTOR Omega 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 Omega performs the services which are the subject matter of this Agreement; however, the services to be provided by Omega shall be provided in a manner consistent with all applicable standards and regulations governing such services. Omega 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 Reserved. 6. INDEMNIFICATION Omega shall hold and keep harmless the City and all officers, employees, volunteers and agents thereof from damages, costs or expenses in law or equity that may at any time arise or be set up because of injuries to or death of persons or damage to, loss, or theft of property, including City's personnel and property, or from any claim that Omega's services or products infringe a proprietary right, patent or copyright arising by reason of, or in the course of, Omega's or Omega's contractors, subcontractors, agents, employees, or other persons acting on their behalf's negligent performance of this contract; arising out of Omega's or Omega's contractors, subcontractors, agents, employees, or other persons acting on their behalf's performance of this contract, and Omega, at its own expense, cost and risk, shall defend, with counsel appointed by City, any and all actions, suits or other legal proceedings that may be brought or instituted against the City or officers, employees, volunteers or agents thereof on any such claim or demand, and pay or satisfy any judgment that may be rendered against the City or officers, employees, volunteers or agents thereof in any such action, suit or legal proceedings. City may make all reasonable decisions with respect to its representation in any legal proceeding. 7. CONFIDENTIALITY If Omega receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Omega 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, through no fault of Omega disclosed in a publicly available source; (c) is in rightful possession of Omega without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by Omega without reference to information disclosed by the City. CONFLICT OF INTEREST CLAUSE Omega 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: Chief of Police City of Santa Ana 60 Civic Center Plaza (M-18) Santa Ana, California 92702 Attn: Robert Brekenfeld To Omega: The Omega Group 5160 Carroll Canyon Rd., 1St Floor San Diego, California 92121 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, 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, 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 regarding maintenance and support of the system between the City and Omega, and supersedes any and all other agreements, oral or written, between the parties regarding the same subject. 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 neither Omega nor the City. 11. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Omega, Omega 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 either party upon thirty (30) days written notice of termination. In such event, Omega shall be entitled to receive and the City shall pay Omega compensation for all services performed by Omega prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Chief of Police may require Omega to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Omega 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 Omega 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. Omega 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 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 of this Agreement. 15. PROFESSIONAL LICENSES Omega shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the 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. Omega shall notify the City immediately and in writing of its 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first written above. ATTEST: `-W A"'Zz ,O -tA2?? MARIA D. HUIZAR Clerk of the Council CITY OF SANTA ANA DAVID N. REAM City Manager APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attrney By: N )W,4,L ?-ff nt' RYA .HODGE Deputy City Attorne RECOMMENDED FOR APPROVAL: 6L I& ["'? ? PAUL M. WALTERS Chief of Police THE OMEGA GROUP r4q) (Title) ?Z® CERTIFICATE OF LIABILITY INSURANCE OP ID Az DATE(MM/DDNYYY) PRODUCER THEOM-1 08/18/10 Alliant Insurance Services Inc THIS CERTIFICATE IS ISSUED AS A MATTER OF INFO MA IO ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA License - OC36861 HOLDER. THIS CERTIFICATE DOES NOT AMEND EXTEND OR 701 B Street, 6th Floor , ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW San Diego CA 92101 Phone: 619-238-1828 Fax: 619-849-4731 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: Federal Insurance Company The Omega Group Inc INSURER B: Chubb Group of Ins. Companies Vance Stewart ewart 5160 C ll INSURER C: arro y Canon Rd 1St Fl. IN San Diego CA 921 21-1775 SURER D: _ INSURER E: CnVFPAr:FQ THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH T . HIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSION , POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. S AND CONDITI ONS OF SUCH LTR NSR TYPE OF INSURANCE POLICY NUMBER DATE ( M/DDNYYY POLICY M/DDNYYOYN LIMITS GENERAL LIABILITY EACH OCCURRENCE $ 1, 000,000 A X COMMERCIAL GENERAL LIABILITY 35797495 WUC 08/27/10 08/27/11 DAMAAGES(EaO?R NTEDence) - $ 1,000,000 CLAIMS MADE OCCUR MED EXP (Any one person) $10,000 PERSONAL & ADV IN JURY $1,000,000 GENERAL AGGRE GATE s2,000,000 GEML AGGREGATE LIMIT APPLIES PER: PRO- PRODUCTS - COMP/OP AGG s2,000,000 POLICY JECT LOC AUT OMOBILE LIABILITY A ANY AUTO 74991759 08/27/10 08127111 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per person) $ X HIRED AUTOS APPROVED AS T BODILY INJU X NON-OWNED AUTOS RY (Per accident) $ i r 1 ^ 'A PROPERTY DAMAGE $ U (Per accident) GAR AGE LIABILITY i --- Il?)?II??? %1I M ' , TE AUTO ONLY - EA ACCIDENT $ ANY AUTO . : : AUUrney De ut Cit OTHER THAN EA ACC $ p y y AUTO ONLY: AGG $ EXCESS / UMBRELLA LIABILITY A X OCCUR _] EACH OCCURRENCE $ 1,000,000 CLAIMSMADE 79822226 08/27/10 08/27/11 AGGREGATE $1,000,000 ! $ DEDUCTIBLE RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y I N '' TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIV OFFICER/MEMBER EXCLUDED? E.L. EACH ACCIDENT $ (Mandatory in NH) If yes, describe under E.L. DISEASE - EA EMPLOYE $ SPECIAL PROVISIONS below OTHER E.L. DISEASE -POLICY LIMIT $ A Prof Lia,E&O 35797495 WUC 08/27/10 08/27/11 Gen Agg $ 2,000 000 Claims Made , DESCRIPTION OF OPERATIONS / LOCATIONS! VEHICLES / EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Ded $ 25,000 The City, its officers, agents, volunteers and employees are additional insured under the General Liability as required by written contract as respects to operations of the Named Insured. *10 days notice for non-payment. CERTIFICATE HOLDER ,,..,,.?.. __._.. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATII SANTA-1 DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL Santa Ana Police Department IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 60 Civic Center Plaza REPRESENTATIVES. Santa Ana CA 92702 AUTHORIZED REPRESENTATIVE ?. ,-vu-LVViJ M%,URV 11-UKr1LJhCAI IUN. All rights reserved. r- ...Ur%Lj name ana logo are registered marks of ACORD i IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. (20091011