HomeMy WebLinkAboutCORDAX INC. 1 - 2003INSURANCE Ol~ FILE
VVO]~i~ ,,~,~ PROCEED
UN,IL INSURANCaE EXPIRES
CLERK OF COUNCIL
DALE: I .~. -~-0.~
CONSULTANT AGREEMENT
N-2003-137
THIS AGREEMENT, made and entered into this ~,,t,t day of ~ , 2003 by
and between CorDax, 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
CAD Macro programming.
B. Consultant represents that Consultant is able and willing to provide such services to the
City.
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 perform those services as set forth in Exhibit A to this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement, shall not exceed $10,000.00 during the term of this Agreement.
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, 2004, 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. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance naming the City, its officers, employees, agents, volunteers and
representatives as additional insured(s) and shall include, but not be limited to protection against
claims arising from bodily and personal injury, including death resulting therefrom and damage
to property, resulting from any act or occurrence arising out of Consultant's operations in the
performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property damage, in the total
amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed
additional insured endorsement in substantially the form attached hereto as Exhibit B upon
execution of this Agreement and shall be approved in form by the City Attorney.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non-owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300
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.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit of not less
than $1,000,000 per claim.
e. 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.
f. If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish the City with required proof that insurance has been procured
and is in force and paid for, the City shall have the right, at the City's election, to forthwith
terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the right to
receive compensation and agrees to indemnify the City for any work performed prior to approval
of insurance by 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: (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 or its contractors, subcontractors, agents,
employees, or other persons acting on their behalf which relates to the services described in
section I 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.
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 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. DELIVERY OF WORK PRODUCT
Consultant shall deliver to City all work product which results from the services
provided. Said work product shall be submitted in a hard copy and produced in a form
compatible with City's computer system, as agreed between the Project Manager and Consultant.
In regard to all material produced as a deliverable under this Agreement, including but not
limited to books, repons, plans, photographs, drawings, films, recordings, videotapes, and
computer programs, the Consultant understands and shall ensure that all of Consultant's affected
officers, employees, agents, contractors, and volunteer workers also understand that the authors
of ali such material, whether copyrighted or not, award to the City, and to its officers, agents and
employees acting within the scope of their official duties, as a condition of payment to the
Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for
governmental purposes to disclose, publish, translate, reproduce, and use such materials.
10. 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
Santa Ana, CA 92702-1988
telefacsimile (714) 647-6956
With courtesy copies to:
Executive Director of Public Works
City of Santa Ana
220 S. Daisy Avenue, Bldg A (M-85)
Santa Ana, California 92703
telefacsimile (714) 647-3345
and,
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
telefacsimile (714) 647-6515
To Consultant:
CorDax
6430 Oak Canyon Road, Suite 250
Irvine, California 92618
Attn: Jeff Rachel
A party may change its address by giving notice in writing to the other party. Thereafter,
any notice, tender, demand, delivery, or 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 forth 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 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.
11. 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. 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 nor
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.
12. 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.
13. TERMINATION
This Agreement may be terminated by the City upon thirty (30) days written notice of
termination. In 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 which fails to meet the standard of performance
specified in the Recitals of this Agreement.
14. 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.
15. JURISDICTION - VENUE
This Agreement and all questions relating to its validity, interpretation, performance, and
enforcement shall be governed and construed in accordance with the laws of the State of
California. This Agreement has been executed and delivered in the State of California and the
validity, intelpretation, 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.
16. 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 hy the laws and regulations of the United States, the State of California,
the City of Santa Aha and all other governmental agencies. Consultant shall notify the City
immediately and in writing of her inability to obtain or maintain such permits, licenses,
approvals, waivers, and exemptions. Said inability shall he cause for termination of this
Agreement.
17. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signature hereinhelow has the power,
authority and right to hind 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 hy the signatory or is withdrawn.
h. All Exhibits referenced herein and attached hereto shall he incorporated as if fully set
forth in the body of this Agreement.
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7
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first above written.
PATRICIA E. HEALY
Clerk of the Council
CITY OF SANTA ANA
/DAVI~ N REAM / City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
Latffa~s~edy /
Assistant City Attorney
RECOMMENDED ~OVAL:
JAM/ES G. ROSS
Ex/o6utive Director of the
~...)fiblic Works Agency
CONSULTANT
JEI~ I~CHEI~
Managing Principal
Employer ID # or Individual SS #
Cringing Technology to Work for You
6430 Oak Canyon Drive, Sufle 250
Irvine CA 92618
Phone: (949) 6514]900
Fax:~ 651~910
:LIENT INFORMATION:
The City of Santa Ana Agreement Number: 0101
220 S. Daisy Ave. M85 Task Order: 03
Santa Ana, CA 92702 Issued Date: September 25, 2003
Attn: Dave Patton Due Date: Net three months
DESCRIPTION OF WORK:
Sanitary Sewer Mapping Professional Services
CorDax will provide personnel to perform some or ali of the following services as defined by the City of Santa Aha:
- Perform programming services to improve client's macros as directed,
Perform programming services to create new macros
Perform data population using existing automation
Yater Mapping Professional Services
CorDax will provide personnel to perform some or all of the following services as defined by the City of Santa Aha:
- Perform programming services to create automation routines that will identify symbology within a MicroStation map and create
the appropriate linkages between the map and the database
- Perform initial data population using new automation tools
Note;
CorDax may require up to two weeks notice to schedule recoumes based on availability of technical stall
COST ESTIMATE:
Description Units Rate Cost
Hourly
Professional Services
Tim Grimm, Senior Systems Analyst 64 hours $120,00 $7,680.00
Travel Expenses (estimated) $2,200.00
This is a cost estimate for the client. Travel expenses are subject to prior approval by the City of Santa Aha This work order is
not to exceed $10,000. An invoice will be submitted at completion of work per the existing Application Development Support
Contract in place between The City of Santa Aha and CorDax. Should the client feel this estimate is incorrect, the client should
contact CorDax immediately.
SUBMITTED BY: DATE:
CorDax
AUTHORIZED BY: DATE:
The City of Santa Aha
Work Order for Mapping Professional Services for Water and Sanitation Sept 25 2003
EXHIBIT A
1
11/19
EXHIBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAL GENERAL LIABILITY POLICY
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# relating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its
officers, employees, agents, volunteers and representatives are named as additional insureds
("additional insureds") with regard to liability and defense of suits arising from the operations
and uses performed by or on behalf of the named insured.
2. With respect to claims arising out of the operations and uses performed by or on
behalf of the named insured, such insurance as is afforded by this policy is primary and is not
additional to or contributing with any other insurance carried by or for the benefit of the
additional insureds.
3. This insurance applies separately to each insured against whom claim is made or
suit is brought except with respect to the company's limits of liability. The inclusion of any
person or organization as an insured shall not affect any right which such person or organization
would have as a claimant if not so included.
4. With respect to the additional insureds, this insurance shall not be cancelled, or
materially reduced in coverage or limits except after thirty (30) days written notice has been
given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701.
(Completion of the following, including countersignature, is required to make this endorsement
effective.)
Effective
Policy #
Issued to
, this endorsement form as a part of
Named Insured
Countersigned by
Authorized Representative
9
· AGORD,, CERTIFICATE OF LIABILITY INSURANCE
'uC~ER 94§-~;~"~900 TI'lIE, CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
PATRICK MCRAE IESURANCE ONLY AND CONFERS NO RIGHT8 UPON ~E CERTIFICATE
HOLDSR, TH~ CERTIFICATE DOES NOT AMEND, E~TENO
23716 8iRTC4ER DRIVE ALTER THE COVERAGE AFFORDED BY THE FOLICtEE BELOW.
~E FOREST, CA 92630
6~30 OAK CANYON ~2~ ~ ~u~ ~:
IINSURER D:
GO~E~I~
MAY PERTAIN, THE[ INSURANCE AFFORDED ~Y THE POG~I~ DESCRIBE0 H~R~IN I~ ~U~J~CT TO ALL THE TE~MS, EXCLUSIONS AND COND~IONS OF SUCH
POLICIES. AGGREGA~ LIMITS SHOWN MAY HAVe SEEN ~EOUCED aY SAID C~IM9.
A X gOMMERCtAL GENERA[. LI/~L.IT¥ ] PHBOPO0~293
X BOP :
X Pouc~ i ~T ,
A ~ *~o : PHBOP000293
101D$12003 10103/2004
1~/0312003 10.fi33/2004
09/18/2(;O3
09/18/2004
CERTIFICATE HOLDER: THE CITY Of SANTA ANA ITS OFFICERS, EMPLOYEES, AGENTS, VOLUNTEER6 & REPRESENTAT[VE~,
CERTIFICATE HOLDER IS ADDITIONAL INSURED RE: ALL OPERATIONS OF THE NAMED INSURED, PROFESSIONAl. LIABILITY
POLICY INCLUDE8 PERSONAL AND ADVERTISING INJURY LIABILITY.
*EXCEPT 10 DAYS NOTICE OF CANCELLATION FOR NONPAYMENT OF PREMIUM
C~:Pc I tPIC~TE HOt. DER I Y ,,memo~,~ INaUeeO: mSUP. mlLB'/filE: ~
THE CITY OF SANTA ANA
(SEE AeOVE)
ATTN DAVE PATTON
CIO Z2O S. DAISY, BLDG A
SANTA ANAl CA 92703
ACORD 25-S (7tgTt
CA Nt'~/i~TION
:~r~t~t~x~x.xxxx~x~_xx ×xxxx X×xx xx,xx xxxxx
U - ~AeORD ~b-AFoRATioN 1988
E'd S~EEL~S~[L s~Jofl oTTqnd eG~:BO ~0 TO oaD
IMPORTANT
the certificate holder is an ADDITIONAL IN~URED, the policy(isa) mu~t be endorsed. A stateme.t
c,n this certificate doe~ not confer rights to the certlfleste holder in lieu of such endamement(e)
'= SUBROGATION IS WAIVED. subject to the tel'ma and ~ndl'dons of the policy, certain policies may
r~=quite an endor'~ement, A statement or} this oertificate does not confer ri{3hts to the certificate
aider in lieu {3f such endorsement[s).
DISCLAIMER
3'he Certificate Df Insurance on the reverse side of this form does not consffiuts e contract between
tl~e issuing insurer(l~), euthorized representative Dr producer, and the cs~cate holderr nor doe~ it
£ffimlaflvely or negatively amend, extend or alter the coverage efforded by the policies listed there~)n
C'd S~CC~9~[~ sHJo8 o~[qn~ e9~:80 EO [0 oeo
ADDITIONAL_INSURI"D ENDOR..RI~MEN'I'
Th~.ancforsement modifies such insurance as ~e affa~led by the provisions of Palie. y
# ~'2~'~relat~ng to the follomng:
The C~/of Santa Aha, 20 Civic Center Plaza, 8ants Ana, California
g2701; its officers, employees, agents end repre~e~atives am named as
additional inaureds CadditiOI3al inau~ede") with regard to liability and
defense of suits arlsi~g from {he operatlans and uses performed by or on
behalf of the named Insured.
With respect to claims arising out of the operations and uses performed
by or on behalf of ffe name insured, such insurance as is afforded by this
potioy is primary and is not additional to or contributing wfth any offer
insurance earrled by ~' far the benefft of the additional ir~ureds~
This insurance appties separately to each insured against whom claim is
made. o[ suit is brought except with respect to the o~31pany'a limits of
Jlabtrity The infusion of any person or organization as an insured shall
not affect any right which such person or organization would have as a
claimant if not so i~lcluded.
With aspect to the additional inmure¢ls, this insurance shall not be
canceJled, or matedalJy reduced in coverage or limits except after thirty
(313) days written notice has been given to the City af Santa Aha, 20 Civic
Center Plaza, Santa Aha, California 92701.
(Completion of the following, including c~u~temignatu~e, W required to make this
e~(lorsement effective.)
Name Insu~
the endorsement form as Dart of
4
.b.'d
s~JOM o~Iqnd
STATE P.O. BOX 420807. SAN FRANCISCO, CA 94142-0807
F:U N D CERTIFICATE OF WORKERS' COMPENSATION INSURANCE
ISSUE DATE: 11-14-2003
CITY OF SANTA ANA
ITS OFFICERS,EMPLOYEES & AGENTS
220 SOUTH DAISY BLDG A
SANTA ANA CA 92703
GROUP:
POLICY NUMBER: ZTS00EZ 2003
CERTIFICATE ID: '7
CERTIFICATE EXPIRES: 0'7-01~2004
07-24 2003/07-01-2004
JOB: ALL CALIFORNIA OPERATIONS
This is to certify that we have issued a valid Worker's Cor~pensation insurance policy in a form approved by the California
Insurance Commissioner to the employer named below for the policy period indicated.
This policy is not subject to cancellation by the Fund except upon 1D days advance wdtten notice to the employer.
We will also give you 10 days advance notice should this policy be cancelled prior to its normal expiration.
This certificate of insurance is not an Insurance policy and does not amend extend or alter the coverag~ afforded by the
policies listed herein. Notwithstanding any requirement, term er condition of any contract or other document with
respoc~ to which this certificate of insurance may be issued or may pertain, the insurance afforded by the policies
described herein is subjact to all the terms, exclusions, and conditions, of such policies.
AUTHORIZED REPRESENTATIVE
EMPLOYER'S LIABILITY LIHIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE.
EMPLOYER
CORDAX, INC
6430 OAK CNYN DR ~ 250
IRVINE CA 92618
SCIF 10262E
LN,SG
S''4 S~,EEL~,S%,IL s~do~9 o~Iqn~ eL%,:80 EO IO oa[I