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HomeMy WebLinkAbout03 - YARDIANNLRENEWAL, EX. 1CONSULTANT AGREEMENT BETWEEN THE SANTA ANA HOUSING AUTHORITY AND YARDI SYSTEMS INC. THIS AGREEMENT, made and entered into this day of October, 2011, by and between Yardi Systems Inc., a California corporation (hereinafter "Consultant"}, and the HOUSING AUTHORITY OF THE CITY OF SANTA ANA, a public body, corporate and politic {hereinafter "Authority") RECITALS A. The Authority desires to retain a consultant having special skill and knowledge to provide the Housing Authority with specialized software, licenses, upgrades, training and software enhancements for the Housing Choice Voucher program. B. Consultant represents that Consultant is able and willing to provide such services to the Authority. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its held and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasanably be expected fio~n 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 The Scope of Services for Consultant shall include, but not be limited to those services described in the Recitals above including the software licenses, upgrades, training, manuals, and technical support for said software {see Exhibit A, attached hereto and incorporated herein}. 2. COMPENSATION a. Authority agrees to pay, and Consultant agrees to accept total payment pursuant to this Agreement shall not exceed $55,000.00 during the term oftliis Agreement. b. Payment by Authority shall be made within thirty (30) days following receipt of proper invoice evidencing work perforned, subject to Authority 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 Authority. 3. TERM This Agreement shall commence on the date first written above and terminate oz~ September 30, 201.2, unless terminated earlier in accordance with Section I2, below. The term 1 Exhibit 1 ofthis Agreement maybe extended upon a writing executed by the Executive Director of the Housing Authority and the Authority General Counsel. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agree~r~ent, be construed to be an independent contractor and not an employee of the Authority. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the Authority to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this 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 anal shall be responsible far all applicable withholding taxes. 5. INSURANCE -RESERVED Due to tl7e nature of the services provided hereunder, insurance is not required. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the Authority, 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 ar its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is duo by reason of the terns of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial ar equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the Authority, including fees and costs for special counsel to be selected by the Authority, regarding any action by a third party challenging the validity ofthis Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. Authority may make all reasonable decisions with respect to its representation in any Iegal proceeding. 7. CONFIDENTIALITY If Consultant receives from the Authority 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 ofthis Agreement, and further agrees to exercise the same degree of care it uses to protect its awn 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 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 Authority. S. 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 ar mailed by first class ar certified mail, postage prepaid, or sent by telefacsimile or other telegraphic coxnxnunication in the manner provided in this Section, to the fallowing persons: To Authority: and, Santa Ana Housing Authority Community Development Agency 20 Civic Center Plaza {M-27) P.O. Box 1988 Santa Ana, CA 92702-1.988 telefacsimile (714) 647-6736 Authority General Counsel City of Santa Ana 20 Civic Center Plaza (M-29} P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714} 647-6515 To Consultant: Yardi Systems, Inc. 430 S. Fairview Ave. Goleta, CA 93117 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, ar 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 Earth 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 an 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 Authority 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 Authority 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, that terms and conditions hereof, shall not bind ar obligate Consultant nor the Authority. 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 Authority and any such assignment, transfer, delegation or subcontract without the Authority's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the Authority's ability to have any of the services which are the subject to this Agreement performed by Authority personnel or by other consultants retained by Authority. 12. TERMINATION This Agreement may be terminated by the Authority upon thirty (30} days written notice of termination. In such event, Consultant shall be entitled to receive and the Authority shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions; a. As a condition of such payment, the Executive Director may require Consultant to deliver to the Authority all work product completed as of such date, and in such case such work product shall be the property of the Authority unless prohibited bylaw, and Consultant consents to the Authority's use thereof for such purposes as the Authority deems appropriate. 4 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 ofrace, 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 government and construed in accordance with the laws ofthe 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 drat may be brought or arise out of, in connection with or by reason of this Agreement. l S. PROFESSIONAL LICENSES Consultant 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. Consultant shall notify the Authority 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 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 Authority fully, including reasonable costs and attorney's fees, for any injuries or damages to Authority in the event that such authority or power is not, in fact, held by the signatory ar is withdrawn. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Maria D. Huizar Secretary APPROVED AS TO FORM: Authority General Counsel By: Lisa E. Storck Assistant Counsel HOUSING AUTHORITY OF THE CITY OF SANTA ANA Nancy T. Edwards Interim Executive Director CONSULTANT Yardi Systems, Inc. By: Title: TIN#