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HomeMy WebLinkAboutCROSSROADS SOFTWARE-2013INSURANCE ON FILE ViORK MAY PROCEED UMNI.INSURANCE EXPIRES r1/- 16 CLERK OF COUNCIL DATE: r nn?n CONSULTANT AGREEMENT N-2013-062 MINI I D cui0 Zed Kell4u TFIIS AGREEMENT, made and entered into this /7 "day of March, 2013 by and between Crossroads Software, a California corporation, (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 records management software for traffic systems. B. Consultant represents that it 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 upgrade the City's traffic collision databases to the latest version of Crossroads Software "Collision Database System", including conversion services and verification of historical data. Additionally, Consultant shall update the City designed "Request for Service" program and database to Access 2010 for use in Windows 7 64-bit. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services: • $3,500.00 for upgrade and conversion services for the Collision Database System; 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, 2013, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of the Public Works Agency 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 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 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. Due to the nature of services provided, Commercial General Liability insurance is not required, b. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 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 of the 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. c. 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. 6. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, 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 1 of 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 2 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 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 of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 With courtesy copies to: Santa Ana, CA 92702-1988 Fax 714-647-6956 Santa Ana Public Works Agency Traffic Engineering 20 Civic Center Plaza (M-43) Santa Ana, CA 92702-1988 Fax 714-647-5616 To Consultant: Jeff Cullen Chief Executive Officer Crossroads Software 210 West Birch Street, Suite 207 Brea, CA 92821 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmifted 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. to. 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. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. 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 is 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 evert, 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: 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 of the 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 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. 4 15. 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 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 Each undersigned represents and warrants that its signature herein below 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF NTA ANA MARIA D. HUIZAR KEVIN O'ROURKE Clerk of the Council Interim City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney '9 By:i/"E' W 1A FI '?4 0 Lama I Assistant City Attorney RECOMMENDED FOR APPROVAL: CONSULTANT RAUL GODINEZ II .E. JEFF CULLEN Executive Director Chief Executive Officer Public Works Agency Commercial Certificate of Insurance FARMER S7 Agency John Ekno _ Name 210 W. Birch St. #205 Issue Date (MNf/DD/YY) 04/03(2013 & Brea, CA 92821 ?? Address 877-472-2517 This certificate is issued as a matter of Information only and confers no rights upon the certificate holder. This certificate does not amend, extend or alter the St 97 Dist. 55 Agent 316 coverage afforded by the policies shown below. Companies Providing Coverage: Insured Company A Truck Insurance Exchange CROSSROADS SOFTWARE INC Letter Name 210 W BIRCH ST STE 207 company B Farmers Insurance Exchange & BREA, CA 92821 Letter Company CMid-Century Insurance Company Address Getter C ompany Letter Coverages This is to certify that 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 this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all th e terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims. Co. Ltr. Type of Insurance Policy Number Policy Effective Date (MM/DDNY) Policy Expiration Date (MM/DD/YY) Policy Limits y B General Liability 604395845 08/27/2012 08/27/2013 General Aggregate $ 4,000,000 X Commercial General Products-Camp/OPS Aggregate $ 2 000 000 Liability , , X - Occurrence Version Personal & Advertising Injury $ 2,000,000 Contractual - Incidental Each Occurrence $ 2 000 000 Only Fire Damage , , (Any onefire) $75,000 Owners & Contractors Prot. Medical Expense (Any one person) $ 5,000 Automobile Liability Combined Single All Owned Commercial limit $ 2,000,000 Autos / Bodily In my (Per person Scheduled Autos ( T ? J $ Hired Auto s ?• Bodily Injury (Per accident) $ X Non-Owned Autos Property Damage $ Garage Liability Garage Aggregate $ Umbrella Liability La a?itc r t Ot9'Attov e Limit - $ an Workers' Compensation Statutory and Each Accident $ Employers' Liabilit y Disease-Each Employee Disease -Policy Limit $ $ Description of OperationsNehicles/Restrictions/Special items: 210 W BIRCH ST STE 207, BREA, CA 92821 Certificate Holder Cancellation CITY OF SANTA ANA Should any of the above described policies be cancelled before the expiration date Name PO BOX 1988, thereof, the issuing company will endeavor to mail 30 days written notice to the & SANTA ANA, CA 92702 certificate holder named to the left, but failure to mail such notice shall impose no Address obligation or liability of any kin7u? empany?"Wts or representatives, Authorized Representative ,. 56-2492 4-94 Copy Distribution: Service Center Copy and Agent's Copy trot 6*. ACOR& CERTIFICATE OF LIABILITY INSURANCE PATE (MMIDDIYVYY) 4/3/2D13 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed. 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), PRODUCER NA MrACT Stacy Marshall Alandale Insurance Agency 562) 493-3521__ LAIC No1.(562)430-5300 PHMNEp__L 9:. 11022 Winners Circle, Ste. 100 _ 't^L stac @alandale. eom INSURER(SAPPORDING COVERAGE NAIC# Los Alamitos CA 90720 INSURER A:ProCentu Insurance Company INSURE INSURER B: _ Jeff Cullen INSURER C Crossroads Software, Inc. INSURERD: 210 West Birch Street #207 INSURER E: Brea CA 92821 INSURER F: COVERAGES CERTIFICATE NUMBER:Master. 12-13 REVISION NUMBER: THIS IS TO CERTIFY THAT 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 THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. IL R TYPE OF INSURANCE DD INSR WIT POLICY NUMBER MMIDDIYY5FF YY MMIDIDYYEXP YY LIMITS GENERAL LIABILITY EACH OCCURRENCE _ ............. $ ..............................._..._.. COMMERCIAL UENERAl- LIABILITY A ACE"TJ5REN'TEL, PREIJ1$E${fie q_tsunan") ? Y CLAIMS-Ia1ADE 0 OCCUR MED EXP (Anv One person) T PERSONAL B ADA IN.URY $ GF-NER'AL AGGREGATE $ OEN'I- AGOPECATE LIMIT APPLIES PER ,y.O '' O Fop"" PRDUCTS- COMPA)P AOD f POLICY PRO- LOT '??y ?yy?}}yy ?? T 1 OV ED S A $ AUT OMOBILE LIABILITY 1 ' -OnBIJ DM I U LIMI Ea dldent ANYAI ITLI 2 IN L.% ?A Q. ? _ BODILY INJURY We, person) $ ALL GFMdEE AUTOS SCHEDULED AUTOS ' - '^ M--•----"^""" Stitt S11Ca y BODILY INJURY (Per awld2nt) Y _ HIPEDAUTOG NON-011VVED AUTOS a La t City '4110 n©V PR OPERTYDAMAGE 'Per accident '$ Assistan $ UMBRELLA LIAR OCCUR EACH OCCURRENCE % EXCESS LIAB CLAIMS-MADE AGGREGATE R DELI RETENTIONT $ A WORKERS COMPENSATION AND EMPLOYERS LIABILITY VsC STATU- OTH TORY IIM T¢ fC _ ANY FRIPP?IF.7)RIPAFtINERtF-XLCUTNE„ E L. EACH ACCIDENT $ 1,000,00 0 CH ERIMF_MBEP EAA LIDED4 (Mandatory In NHl NIA ftO6D84555 /13/2012 /13/2013 EL DISEASE EA EMPLO, BF T 1,000 000 It vas, d=sano, coder DECRIPI' ON OF OPERATIONS Calow E L DISEASE PO LILY LIMIT T 1 000 000 OE SCRI PTI ON OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACO RD 101, Additional Remarks Schedule, If more space is required) *30 days notice of cancellation unless for non payment of premium, then 10 day notice applies. rcrornclr ATE HOLDER C,ANCF1 I ATInN SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana Clerk of the City Council 20 Civic Center Plaza (M-30) AUTHORIZED REPRESENTATIVE Santa .Ana, CA 92702-1955 . < ._.. Stacy Marshall/STACY.M .. ACORD 25 (2010/05) IN51I25 ao unn n,l 9)19BB-2010A(LQRUCUKPUKAh0N. All rights reserved. The ACORD name and loan are reoistered marks of ACORD