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HomeMy WebLinkAboutNATIONAL ENGINEERING TECHNOLOGY (NET)CALTRANS / SANTA JOINT OPERATIONS PROJECT PQMWARE DEVELOPMENT AND PROJECT IMPLEMENTATION PHASE Project 1589 Account 148-651-6631 WO 68214 Project Manager T. C. Sutaria '"'-2 - '54 399,497 CONSULTANT AGREEMENT THIS AGREEMENT, made and entered into this day of ri 1 1997, by and between National Engineering Technology Corporation ("Consultant") , and the CITY OF SANTA ANA, a public body, corporate and politic ("City,,). Recitals: A. The City desires to retain a professional firm having special skill and knowledge in the field of intelligent transportation systems for the following purpose: conduct software development and project implementation of Project 1589, the Caltrans/Santa Ana Joint Operations Project. The Public Works Agency prepared a Request for Proposal (RFP) , dated August 28, 1997, and an informational letter, dated April 15, 1996, (the "RFP") for such purpose and distributed it to such firms. A copy of the RFP is attached hereto as Exhibit A and incorporated herein by reference. B. In response to the RFP, Consultant submitted a proposal, received by the Public Works Agency on September 26, 1997 (the "Proposal"). The complete Proposal is a public record on file in the offices of the Public Works Agency. The Proposal, containing cost estimates and the fee schedule, is attached hereto as Exhibit B and incorporated herein by reference. WHEREFORE in consideration of their mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties hereto do hereby agree as follows: 1. REPRESENTATIVES AND NOTICE A. For purposes implementing this Agreement, the representative of the City shall be the Executive Director of the Public Works Agency of the City and his designated representatives (the "Director's) and the representative of Consultant shall be its Business Manager, Transportation Systems. Except as may be otherwise stated hereinafter, such representatives shall have the authority to act on behalf of their respective parties in carrying out the terms of this Agreement. B. Any notice or instrument required to be given or delivered to either party to this Agreement may be delivered by personal delivery or by depositing the same in the United States mail, postage prepaid, addressed to: If to the City: James G. Ross Executive Director Public Works Agency - City of Santa Ana 20 Civic Center Plaza, M-21 Santa Ana, CA 92702 If to Consultant: Jim Kerr, Vice President Systems Engineering National Engineering Technology (NET) Corp. 14320 Firestone Blvd., Suite 100 La Mirada, CA 90638 2 Notice of a change of address shall be delivered in the same manner as any other notice provided herein. Notice by mail shall the effective three days after mailing by the above -described procedure. 2. SCOPE OF SERVICES OF CONSULTANT Consultant agrees to perform, at its own cost and expense except for the compensation specified in this Agreement, the services specified in the RFP, including addendum, and the Proposal (including all tasks specified in Exhibit B), subject to such modifications as may be set forth in the text of this Agreement. In the event of any inconsistency between the RFP and the Proposal, the Proposal shall control, unless otherwise stated in the text of this Agreement. 3. STANDARD OF PERFORMANCE In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in the field specified in Recital A of this Agreement, 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 that field. 4. TIME FOR COMPLETION Consultant shall complete performance of this Agreement by January 31, 1999, subject to extension with the approval of the Director, which shall not be unreasonably withheld. 01 5. PERFORMANCE BY THE CITY The City shall provide Consultant with all, records in the possession of the City which will be of assistance to Consultant in the performance of this Agreement, including the information indicated in the RFP section entitled "Information" under "City Responsibilities". 6. COMPENSATION The total compensation for the entire scope of service as specified in the RFP and the PROPOSAL shall not exceed $399,497. CONSULTANT's Accounting Supervisor shall approve and submit invoices on a monthly basis for partial payments corresponding to the percentage of work actually completed during the period for which payment is requested. Percentage of work completed shall be documented in the monthly process report prepared by Rockwell. Amount of payment requested corresponds to the following Task Fee Schedule: TASK DESCRIPTION FEE 1 Project Management $ 36,837 2 Planning and Procurement $121,271 3 Installation of Communication Equipment $ 10,013 4 Santa Ana / Caltrans JOS Software Development $113,298 5 Integration $ 50,539 6 Documentation $ 15,434 7 Training $ 33,143 8 System Testing and Acceptance $ 101547 9 Develop, install, and integrate CCTV control $ 8,416 4 Payment by the City shall be -within thirty (30) days following receipt of said invoice, subject to City accounting procedures; provided, however, that total payments to Consultant shall not exceed ninety percent (90%) of the above specified amount until completion of Consultant's performance under this Agreement. Upon receipt of written authorization for additional services, Consultant may perform work related to the services specified in the RFP and the Proposal but not strictly limited within the scope of those services, for compensation at the rates specified in Exhibit B; provided that total compensation to Consultant under this Agreement, including compensation for such additional work shall not exceed ten percent (10%) of the original contract amount in aggregate without the consent of the City Council of the City. 7. INDEMNIFICATION Consultant agrees to indemnify and hold harmless the City, its officers and employees, from and against any and all loss or damage, from any and all suits, actions and claims filed or brought by any person or persons, arising out of the negligent acts or omissions of Consultant or of its subcontractors or of the -officers, agents, employees of Consultant or of its subcontractors in the performance of this Agreement. 8. INSURANCE A. CONSULTANT shall obtain Workers' Compensation insurance with statutory limits. 5 B. CONSULTANT shall obtain, the general liability insurance, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall (1) name the City of Santa Ana and its officers and employees as additional insured; and (2) be primary with respect to insurance or self-insurance programs maintained by City. C. CONSULTANT shall obtain professional liability insurance, with a combined single limit of not less than $1,000,000 per claim. D. CONSULTANT shall attach a completed and signed copy of the City's "Additional Insured Endorsement" form to the certificates of insurance noted above. E. CONSULTANT shall (1) furnish properly executed certificates of insurance. to the Clerk of the council prior to commencement of work under this Agreement, which certificates shall clearly evidence all coverages required above and provide that such insurance shall not be materially changed or terminated except on thirty (30) days' prior written notice to CITY; (2) maintain such insurance from the time work first commences until completion of the work under this Agreement; and (3) replace such certificates -for policies expiring prior to completion of work under this Agreement. The Executive Director of the Public Works Agency may waive or reduce the requirements of this section if and to the extent he determines them to be unreasonably burdensome of the CONSULTANT and not necessary for the protection of the CITY. C 9. TERMINATION OF AGREEMENT This Agreement may be terminated by the Director upon ten (10) days written notice of termination to the Consultant. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to Consultant's receipt of such notice of termination, subject to the following conditions: (1) As a condition of such payment, the 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, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. (2) Payment need not be made for work which fails to meet the standard of performance specified in section 3 of this Agreement. 10. MISCELLANEOUS PROVISIONS A. Consultant covenants that it presently has no interest, and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of services required hereunder. B. By signing this Agreement, Consultant certifies that it does not discriminate in hiring on the basis of race, color, creed, religion, sex, age, marital status, national origin, ancestry, physical handicap or medical conditions. 7 C. Consultant shall not assign or transfer any interest in this Agreement, whether by assignment or novation, without the print written consent of the Director; provided, however, that claims for money due or to become due from the City under this Agreement may be assigned to a bank, trust company or other financial institution, or to a trustee in bankruptcy, without such approval. Notice of any such assignment or transfer shall be promptly furnished to the Director. D. Consultant agrees that consultant is an independent contractor and not an employee of the City and all Consultant's personnel, shall be employees or subcontractors of Consultant and not employees of the City. 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. E. The City hereby consents to subcontractors specified in the Proposal. Consultant shall not otherwise subcontract any of the services required hereunder without written approval of the Director. F. Consultant reserves the right to effect changes in form or name, including, but not limited to changes from individual proprietorship, partnership or corporation to any other such form of organization, and likewise reserves the right to add, substitute or delete stockholders, partners, associates and employees. This Agreement shall:continue in effect with regard to Consultant under 0 its new farm or name without the necessity of any amendment to this Agreement. The Director shall be promptly notified of any such change in form or name. G. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject of this Agreement performed by City personnel or by other consultants retained by the City or the City. H. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. I. This Agreement shall be governed by and construed in accordance with the laws of the State of California. J. This Agreement supersedes any and all other agreements either oral or in writing between the parties hereto with respect to the services set forth in Section 2 of this Agreement and contains all the covenants and agreements between the parties with respect thereto. 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, and that no amendment hereto shall be effective unless set forth in writing, approved by the City Council of the City, and signed by both the City and Consultant. K. The software developed hereunder by Consultant (including source code) is intended to be an open system architecture. The software shall accordingly be owned by CITY. we The City Accordingly grants to Consultant a perpetual, non- exclusive, worldwide, royalty free license subject to the terms herein. Consultant may, after first obtaining the City's approval, which approval shall not be unreasonably withheld, modify the software; use, resell and copy the software, whether modified or not; and, may authorize others to do the same. 10 IN WITNESS WHEREOF the parties hereto have executed this Agreement, the date and year first above written. ATTEST: by 7CG c Guy 0 t O Ja C. GUY Cl rk of the Council APPROVED AS TO FORM: ',��rjJoseph W. F!Vtcher City Attorney James G. Ross Executive Director Public Works Agency CITY OF SANTA ANA guel A. Pulido �;,,"Chairman APPROVED AS TO CONTENT: David N. Ream City Manager M JGR/DT/proj 1589 Agree caltrans sa/nhs M 3 K N e it 11�