HomeMy WebLinkAboutAEF SYSTEMS CONSULTING, INC. (3)INSURANCE ON FILE
WORK MAY PROCEED
UNTIL INSURANCE EXPIRES
• � • `Z623
CLERK OF COUNCIL
DATE:
N-2022-245
AGREEMENT WITH AEF SYSTEMS CONSULTING, INC., TO PROVIDE
�6,SOFTWARE SUPPORT SERVICES F)Csµ; �
THIS AGREEMENT is made and entered into this 6th day of July 2022, by and between AEF
Systems Consulting, Inc., a California corporation ("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 ("City").
N
N
O
RECITALS
t�
C:) A. The City desires to retain a consultant to provide software support services for
i 7 CivicRec and Santa Ana City Zoo ticketing software.
47
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 contracting 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 perform the tasks and obligations including all labor, materials, tools,
equipment, and incidental customary work required to fully and adequately complete the services
described and set forth in Exhibits A and B, attached hereto and incorporated by reference.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services
for City, the rates and charges identified in Exhibits A and B. The total amount to
be expended under this Agreement shall not exceed Fifty Thousand Dollars and
Zero Cents ($50,000).
b. This Agreement shall include compensation for services provided since July 1,
2022.
C. Payment by City shall be made within forty-five (45) days following receipt of
proper invoice evidencing work performed, subject to City accounting procedures.
Payment need not be made for work that fails to meet the standards of performance
set forth in the Recitals and Scope of Work, which may reasonably be expected by
City.
Page I of 9
3. TERM
This Agreement shall commence on July 6, 2022 and terminate on June 30, 2023, unless
terminated earlier in accordance with Section 17, below.
4. PREVAILING WAGES
Consultant is aware of the requirements of California Labor Code Section 1720, et seq.,
and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq.,
("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the
performance of other requirements on "public works" and "maintenance" projects. If the services
being performed are part of an applicable "public works" or "maintenance" project, as defined by
the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to
fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the
City, its elected officials, officers, employees and agents free and harmless from any claim or
liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
5. INDEPENDENT CONSULTANT
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.
6. OWNERSHIP OF MATERIALS
This Agreement creates a non-exclusive and perpetual license for City to copy, use,
modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property
embodied in plans, specifications, studies, drawings, estimates, and other documents or works of
authorship fixed in any tangible medium of expression, including but not limited to, physical
drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or
caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents & Data the subcontractor prepares under this Agreement.
Consultant represents and warrants that Consultant has the legal right to license any and all
Documents & Data. Consultant makes no such representation and warranty in regard to
Documents & Data that were provided to Consultant by the City. City shall not be limited in any
way in its use of the Documents & Data at any time, provided that any such use not within the
purposes intended by this Agreement shall be at City's sole risk.
Page 2 of 9
7. 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. Minimum Scope and Limit of Insurance
Workers' Compensation: as required by the State of California,
with Statutory Limits, and Employer's Liability Insurance with limit
of no less than $1,000,000 per accident for bodily injury or disease.
(Not required if Consultant provides written verification it has no
employees)
2. Professional Liability (Errors and Omissions): insurance
appropriate to the Consultant's profession, with a limit no less than
$1,000,000 per occurrence or claim, and a $2,000,000 aggregate.
3. Broader Coverage: if the Consultant maintains broader coverage
and/or higher limits than the minimums shown above, the City
requires and shall be entitled to the broader coverage and/or the
higher limits maintained by the Consultant. Any available insurance
proceeds in excess of the specified minimum limits of insurance and
coverage shall be available to the City.
b. Other Insurance Provisions
Additional Insured Status: The City, its officers, officials,
employees, and volunteers are to be covered as additional insureds
on the CGL policy with respect to liability arising out of work or
operations performed by or on behalf of the Consultant including
materials, parts, or equipment furnished in connectionwith such
work or operations. General liability coverage can be provided in
the form of an endorsement to the Consultant's insurance (at least as
broad as ISO Form CG 20 10 11 85 or if notavailable, through the
addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and
CG 2037 if a later edition is used).
2. Primary Coverage: For any claims related to this contract, the
Consultant's insurance coverage shall be primary coverage at least
as broad as ISO CG 20 01 04 13 as respects the City, its officers,
officials, employees, and volunteers. Any insurance or self-
insurance maintained by the City, its officers, officials, employees,
or volunteers shall be excess of the Consultant's insurance and shall
not contribute with it.
Page 3 of 9
3. Notice of Cancellation: Each insurance policy required above shall
provide that coverage shall not be canceled, except with notice to
the City.
4. Waiver of Subrogation: Consultant hereby grants to City a waiver
of any right to subrogation that any insurer of said Consultant may
acquire against the City by virtue of the payment of any loss under
such insurance. Consultant agrees to obtain any endorsement that
may be necessary to affect this waiver of subrogation, but this
provision applies regardless of whether or not the City has received
a waiver of subrogation endorsement from the insurer.
Self -Insured Retentions: Self -insured retentions must be declared
to and approved by the City. The City may require theConsultant to
purchase coverage with a lower retention or provide proof of ability
to pay losses and related investigations, claim administration, and
defense expenses within the retention. The policy language shall
provide, or be endorsed to provide, that the self -insured retention
may be satisfied by either the named insured or City.
6. Acceptability of Insurers: Insurance is to be placed with insurers
authorized to conduct business in the state with a current A.M.
Best's rating of no less than A:VII, unless otherwise acceptable to
the City.
7. Claims Made Policies (applicable only to professional liability):
The Retroactive Date must be shown, and must be before the
date of the contract or the beginning of contract work.
ii. Insurance must be maintained and evidence of insurance
must be provided for at least five (5) years after completion
of the contract of work.
iii. If coverage is canceled or non -renewed, and not replaced
with another claims -made policy form with a Retroactive
Date prior to the contract effective date, the Consultant must
purchase "extended reporting" coverage for a minimum of
five (5) years after completion of work.
8. Verification of Coverage: Consultant shall furnish the City with
original Certificates of Insurance including all required amendatory
endorsements (or copies of the applicable policy language effecting
coverage requiredby this clause) and a copy of the Declarations and
Endorsement Page of the CGL policy listing allpolicy endorsements
to City before work begins. However, failure to obtain the required
Page 4 of 9
documents prior to the work beginning shall not waive the
Consultant's obligation to provide them.
The City reserves the right to require complete, certified copies of all
required insurance policies, including endorsements required by
these specifications, at any time.
9. Subcontractors: Consultant shall require and verify that all
subcontractors maintain insurance meeting all the requirements
stated herein, and Consultant shall ensure that City is an additional
insured on insurance required from subcontractors.
10. Special Risks or Circumstances: City reserves the right to modify
these requirements, including limits, based on the nature of therisk,
prior experience, insurer, coverage, or other special circumstances.
8. INDEMNIFICATION
Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers,
agents, employees, contractors, 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 death, and claims for property damage, which may arise from the
negligent operations of the Consultant or its 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 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 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 City, including fees and costs for special counsel to be selected by the City,
regarding any action by a third party challenging the validity of this 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. City
may make all reasonable decisions with respect to its representation in any legal proceeding.
Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code
Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section
2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful
misconduct of the Consultant.
9. INTELLECTUAL PROPERTY INDEMNIFICATION
Consultant shall defend, indemnify and hold harmless the City, its officers, agents,
representatives, and employees against any and all liability, including costs, and attorney's fees,
for infringement of any United States' letters patent, trademark, or copyright contained in the work
product or documents provided by Consultant to the City pursuant to this Agreement.
Page 5 of 9
10. RECORDS
Consultant shall keep records and invoices in connection with the work to be performed
under this Agreement. Consultant shall maintain complete and accurate records with respect to
the costs incurred under this Agreement and any services, expenditures, and disbursements
charged to the City for a minimum period of three (3) years, or for any longer period required by
law, from the date of final payment to Consultant under this Agreement. All such records and
invoices shall be clearly identifiable. Consultant shall allow a representative of the City to
examine, audit, and make transcripts or copies of such records and any other documents created
pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all
work, data, documents, proceedings, and activities related to this Agreement for a period of three
(3) years from the date of final payment to Consultant under this Agreement.
11. 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, 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.
12. CONFLICT OF INTEREST CLAUSE
Consultant covenants that it presently has no interest and shall not have interests, direct or
indirect, which would conflict in any manner with performance of services specified under this
Agreement.
13. 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 fax 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
Page 6 of 9
20 Civic Center Plaza (M-30)
P.O. Box 1988
Santa Ana, CA 92702-1988
Fax 714- 647-6956
Executive Director
Parks, Recreation, and Community Services Agency
City of Santa Ana
20 Civic Center Plaza (M-23)
P.O. Box 1988
Santa Ana, CA 92702
To Consultant: AEF Systems Consulting, hie.
Attn: Annette E. Feliciani, President
8502 East Chapman Ave, Suite 376
Orange, CA 92869
afeliciani@aefsystems.com
714-267-5757
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 fax, 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
timeframes, weekends, federal, state, County or City holidays shall be excluded.
14. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the City and
Consultant regarding the subject matter herein, 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 or 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.
15. 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
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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 that are the subject to this
Agreement performed by City personnel or by other contractors retained by City.
16. WAIVER
No waiver of breach, failure of any condition, or any right or remedy contained in or
granted by the provisions of this Agreement shall be effective unless it is in writing and signed by
the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right,
or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not
similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
17. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. hi 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:
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 that fails to meet the standard of performance
specified in the Recitals of this Agreement.
18. NON-DISCRIMINATION
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, gender identity, gender expression, gender, medical conditions, genetic
information, or military and veteran status, age, national origin, ancestry, or disability, as defined
and prohibited by applicable law, in the recruitment, selection, teaching, training, utilization,
promotion, termination or other employment related activities or any services provided under
this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply
with all applicable federal, state and local laws and regulations.
19. 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.
Page 8 of 9
20. 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.
21. MISCELLANEOUS PROVISIONS
a. 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.
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 the date and year first
above written.
ATTEST:
Daisy Gomez
f,! Clerk of the Council
APPROVED AS TO FORM
SONIA R. CARVALHO
City Attorney
By:
randon Satvatterra
Deputy City Attorney
CITY OF SANTA ANA
Kristine/
City Manager
AEF SYSTEMS CONSULTING, INC.
Annette E. Feliciani
President
F."
:rvices Agency
Page 9 of 9
EXHIBIT A
June 1, 2022
Mr. Ethan Fisher
Zoo Manager
Santa Ana Zoo
Parks, Recreation & Community Services Agency
1801 E. Chestnut Ave
Santa Ana, CA. 92701
Dear Ethan:
This letter is to document AEF Systems Consulting, lnc.'s (AEF) role in providing
implementation support services to the Santa Ana Zoo (SAZOO) in the
implementation of the new ticketing software currently under evaluation. This
proposal briefly describes our approach to meeting this request.
Scope and Approach
The SAZOO is beginning to undertake the implementation of a new Ticketing
software system and has asked AEF to participate in the implementation of the
software.
In support of this work, AEF would perform the following activities:
• Development of an overall project plan, in concert with the vendor.
• Management of key project activities to ensure both the vendor as well as
SAZOO staff are performing required activities.
• Participate with the SAZOO team members in learning the capabilities of the
new software and how to best implement the features to meet internal needs.
• Review of all key deliverables and coordinate all revisions required.
■ Participation in key design meetings with SAZOO staff and the software
vendor
• Review and resolution of key issues that might arise throughout the project
for items such as working with Treasury on financial integration issues.
• Testing of the new system as necessary to support the SAZOO team.
■ Participation in the rollout to the public of the new features of the software
that impact them (e.g., online ticketing, mobile app and kiosk use)
2
Timing and Professional Fees
The project is expected to in the new fiscal year and run for approximately eight
(8) weeks. AEF anticipates involvement in this project will require
approximately 200 hours for the project resulting in a professional fee of $35,000.
The SAZOO will only be billed for the actual hours incurred during the course of
the work and will not be billed for any more than $35,000 without express
permission from the SAZOO. AEF will bill monthly for the hours incurred
during that period. No expenses are anticipated during the course of the project.
AEF appreciates the opportunity to provide continued service to the Santa Ana
Zoo. Please contact me at (714) 267-5757 to discuss any aspect of this proposal.
Sincerely,
Annette E. Feliciani
President
AEF Systems Consulting, Inc.
EXHIBIT B
June 1, 2022
Mr. Ethan Fisher
Zoo Manager
Santa Ana Zoo
Parks, Recreation & Community Services Agency
1801 E. Chestnut Ave
Santa Ana, CA. 92701
Dear Ethan:
This letter is to document AEF Systems Consulting, Inc.'s (AEF) role in providing
support services to the City of Santa Ana (City) relating to the CivicRec software. This
proposal briefly describes our approach to meeting this request.
Scope and Approach
The City currently utilizes the CivicRec software to handle it recreation system needs
and its facility rentals. At times, issues have arisen with either existing features
implemented and in use or with new features the City is interested in implementing.
AEF is proposing to assist the City with any issues relating to the use of CivicRec
throughout the City.
In support of this work, AEF would perform all appropriate functions as project staff
over any issues or new features to be implemented including identifying the key issues
or features to address, working with staff on how to best address the issue or need,
coordinating and leading all meetings, validating status of open activities, checking in
on progress with team members, identifying and helping to resolve any issues,
coordinating all resources needed to perform the necessary tasks, etc.
Hourly Rates
For each issue or feature raised, AEF would assess the need and provide a specific
estimate per each task. AEF would then gain approval from appropriate City staff before
beginning any project. Hourly rates for staff are identified below:
• Annette Feliciani - $175 / hour
• Megan Delaney - $160 / hour
The City would only be billed for the actual hours incurred during the course of the
work and will not be billed for any more than $15,000 without express permission from
the City. AEF will bill monthly for the hours incurred during that period. No expenses
are anticipated during the course of the project.
AEF appreciates the opportunity to provide continued service to the City of Santa Ana.
Please contact me at (714) 267-5757 or via email at afeliciani@aefsystems.com to discuss
any aspect of this proposal.
Sincerely,
Annette E. Feliciani
President
AEF Systems Consulting, Inc.
From: C 2g
To: select certificates(olaio.com; afeliciani(o)aefsystems.com; Frankston Emerson
Subject: Internal Notice of Compliance
Date: Monday, August 29, 2022 3:45:26 PM
J0
COMPLIANCE NOTICE
Contractor AEF Systems Consulting, Inc.
Name:
Project Agreement With AEF Systems Consulting For As Needed
Name: Management And Information Technology Solutions
Consulting
The Certificate of Insurance (COI) submitted indicates that the coverages are in
compliance with the insurance requirements. No further action is required at this
time.
The compliant coverage(s) are:
TYPE OF INSURANCE
AUTOMOBILE LIABILITY
[tlB�7:111gI\DIBY111
PROFESSIONAL LIABILITY
WORKERS COMPENSATION AND
EMPLOYERS' LIABILITY
Thank you,
City of Santa Ana
Risk Management Division
in partnership with
CTrax Plus Services Team
8/29/2022 6:45 PM
POLICY
EXPIRATION
NUMBER
DATE
COI DATE
FILE NAME
CERT-
B6045340517
08/23/2023
08/22/2022
1360308467.pdf
B6045340517
08/23/2023
08/22/2022
CERT-
1360308467.pdf
CERT-
PHSD1731693
09/09/2023
08/22/2022
1360308467.pdf
AEF Systems
WBCH413981
02/01/2023
08/01/2022
Consulting, Inc.
COLpdf