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HomeMy WebLinkAboutPrincipal Decision Systems 30200 s AGREEMENT TERMINATION Please complete this form when the attached agreement is fro, TTpr!7 effect e k 6e Return form to the Sr. Deputy Clerk of the Council (M 30,)s -.Cull 647 -5238 if you have any questions_ The agreement with �� �iy�LiOeir� (�i , No. — "t' -0,5 � U was completed on final payment has been made. N -2004 -052 Department: Signature: Date: i w City of Santa Ana Revised 8 -7 -03 Clerk of the Council s✓ AGREEMENT TERMINATION Please complete this form when the attached agreement is no longgr-,in effect. Return form to the Sr. Deputy Clerk of the Council (M -30). Call - 647:5238 if you have'ahy questions. --- - - - - -- ------- --- - - - - -- ------ - - - - -- -- '- - - - - -- - The agreement with `'Mk.C'� No. was completed on�� ��an-d final payment has been made. ` 200`�'OSZ Department: /"lf.c Signature: Date: City of Santa Ana Revised 8 -7 -03 Clerk of the Council _ � czooU AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. _; u Return form to the Sr. Deputy Clerk of the Council (M -30). Call' 647 -5238 if you have any questions. The agreement with ry y�Jg_,j Li�G S o rt 54s{ e✓nS f tevu�oo , No-d, of 007 -052,-(01 was completed on and final payment has been made. Department: �Ce, Signature: Date: City of Santa Ana Revised 8 -7 -03 Clerk of the Council WORK J 'EED CLERK ;?; ;,,, j CIL DATE:. C: F SOFTWARE MAINTENANCE AGREEMENT N- 2004 -052 ��• e► i0►t�G+) ' 2004 b THIS AGREEMENT, made and entered into this ik-' J day of N� �7 i ' y and between Principal Decision Systems International, Inc., a California corpor lion (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 software maintenance and support. B. City and Consultant entered into an Agreement dated January 1, 2002 (hereinafter "said Agreement "), by which City purchased a license and Consultant agreed to provide maintenance and telephone support for software used by City's Fire Department. Said Agreement expired when the parties failed to renew the term. C. The parties wish to renew the maintenance and support provisions of said Agreement and to add web based support services to said Agreement. D. Consultant represents that Consultant is able and willing to provide such services to the City. E. 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 provide maintenance, updates and telephone and web based suppost services for Telestaff and Webstaff software, 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 TeleStaff and annual maintenance fee of $3,150.00 and for Webstaff, an annual maintenance fee of $4,320.00(-p'r4'�, The total sum to be expended under this Agreement shall not exceed $7,470.00 during the term ��rrvv of this Agreement. b. Payment by City shall be made within thirty (30) days following execution of this Agreement, subject to City accounting procedures. 3. TERM This Agreement shall commence on January 1, 2004 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 Fire Chief 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, ajoint 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. 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. b. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. 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. d. 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 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. 7. CONFIDENTIALITY If either party receives from the other party information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, each party 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 receiving party disclosed in a publicly available source; (c) is in rightful possession of the receiving party without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by one party without reference to information disclosed by the other party. 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 Santa Ana, CA 92702 -1988 telefacsimile (714) 647 -6956 With courtesy copies to: and: Fire Chief City Attorney City of Santa Ana City of Santa Ana 1439 S. Broadway 20 Civic Center Plaza (M -29) Santa Ana, California 92702 P.O. 1988 telefacsimile (714) 647 -5779 Santa Ana, California 92702 telefacsimile (714) 647 -6515 To Consultant: Principal Decision Systems International, Inc. 625 The City Drive South, Suite 190 Orange, California 92868 Telefacsimile (714) 703 -2970 Attn: Brooke Guilliatt A party may change its address by giving notice in writing to the other party. 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, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any 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. 10. 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. 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 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. 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. 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 a. 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 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: � PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney Laura Sheedy Assistant City Attorney RECOMMENDED FOR APPROVAL PHILLIP GARCIA Fire Chief CITY OF SANTA ANA i AVID N. REAM City Manager CONSULTANT GREG EKSTROM President TaxID# 77 -0*1 -S 'inJ EXHIBIT A SCOPE OF SERVICES Telestaff software is a staff scheduling program which tracks sworn members daily attendance and enables sworn members to sign up for overtime. Webstaff software allows any member to be able to use the Telestaff software for overtime sign up and to check scheduling over the internet. Consultant grants to City a license to use its Telestaff software, services, and updates, as set forth in that certain agreement between Consultant and City, dated January 1, 2002, for a one -year period commencing January 1, 2004 and ending December 31, 2004. Consultant grants to City a license to use its Webstaff software, services, and updates as set forth in Appendix A hereto, for a one year period commencing January 1, 2004 and ending December 31, 2004. Appendix A— WebStaff Information 1. Functionality WebStaff 1.3.6 is designed specifically to give TeleStaff administrators and end -users further access to TeleStaff from any browser. WebStaff extends the reach of the TeleStaff system beyond the client workstation and the telephone to any computer with Internet access. WebStaff combines the visual benefits of the TeleStaff Client with the accessibility of the telephone to give your TeleStaff users visual access to a significant amount of information from any Internet computer. Further, WebStaff is simple to use because it mimics the TeleStaff Client workstation functions in an easy -to -user browser interface. WebStaff Administrators can: Create vacancies based on your department's rules and guidelines > Fill Vacancies from the Candidate's Window ➢ Initiate the Auto Hire function ➢ Approve requests ➢ Initiate the Automated Contact feature WebStaff End -users can: > View their personal calendar ➢ Request work through the Available feature ➢ Request/record work exceptions ➢ Remove Availability and Exception work codes (if definition allows) ➢ Receive notifications sent by the TeleStaff system ➢ View and change select personal data including telephone numbers • View roster for any date • View detailed work history report over any date range • View the Pick List 2. Accessibility Theoretically, WebStaff is accessible 24 hours a day, 7 days a week from any computer with Internet access as long as the Web Server is accessible. Accessing WebStaff is a simple as directing your browser to the WebStaff home page and logging in using your TeleStaff User ID and Password. Once logged in, the web server connects to your organization's TeleStaff database to provide real -time data access similar to using a TeleStaff client workstation or accessing TeleStaff by telephone. 3. Customer Deployment WebStaff is available in two options, a Customer Hosted WebStaff Software License or a PDSI Hosted Service. There are advantages to both, depending on the organization's need. With the Customer Hosted model, PDSI provides only the WebStaff application software and the customer is responsible for installing it on a web server and managing all access to the application. Internet security becomes the responsibility of the customer since there is no interface in this model to PDSI's web server infrastructure. Customer Hosting is an ideal option for those customers with an existing web server environment and capable resources to manage it. Under this option, the customer licenses WebStaff from PDSI and can optionally purchase maintenance and support that provides functional helpdesk support and enhancements to WebStaff. In order to host WebStaff: `r Customer must have or deploy an appropriate Web Server > The Web Server must be capability of running Java Servlets The PDSI Hosted option is ideal for customers without an existing web server infrastructure and /or availability of resources to manage one. Under this option, the WebStaff application resides on a secure web server cluster maintained and managed by PDSI. The WebStaff application communicates across a secure VPN (Virtual Private Network) pipe to the customer's TeleStaff database server. Customer setup is A-1 designed to be simple but may be complicated by existing intranet/internet infrastructure. In general, however, the following steps will be taken to deploy WebStaff in this model: Customer must have constant internet access (highest speed possible without dial -up) Customer must have a static and public IP address Customer must provide PDSI with the address of its public IP and TeleStaff database IP > PDSI will procure appropriate firewall hardware for each customer and will configure the firewall using specified IP addresses > PDSI will deliver the configured firewall with installation instructions to the customer and will be available by telephone for assistance ➢ For more complicated installations, PDSI will provide the customer with access to one of our networking service partners. Pricing for the PDSI Hosted WebStaff option consists of a one -time setup fee and an annual and renewable service fee. The setup fee includes all hardware and services required to add each customer to the WebStaff network. The annual service fee provides each customer employee with web access to the TeleStaff application. A -2 WEBstaff rq� WEB ACCESS TO TELESTAFFTM Features, Benefits and Deployment I. FUNCTIONALITY WebStaff 1.3.6 is designed specifically to give TeleStaff administrators and end -users further access to TeleStaff from any browser. WebStaff extends the reach of the TeleStaff system beyond the client workstation and the telephone to any computer with Internet access. WebStaff combines the visual benefits of the TeleStaff Client with the accessibility of the telephone to give your TeleStaff users visual access to a significant amount of Information from any Internet computer. Further, WebStaff is simple to use because it mimics the TeleStaff Client workstation functions in an easy - to -user browser Interface. WebStaff Administrators can: lo Create vacancies based on your department's rules and guidelines D Fill Vacancies from the Candidate's Window Initiate the Auto Hire function Y Approve requests Initiate the Automated Contact feature WebStaff End -users can: Y View their personal calendar Request work through the Available feature Request/record work exceptions v Remove Availability and Exception work codes (if definition allows) y Receive notifications sent by the TeleStaff system T View and change select personal data Including telephone numbers Y View roster for any date ➢ View detailed work history report over any date range A View the Pick List 2. ACCESSIBILITY Theoretically, WebStaff is accessible 24 hours a day, 7 days a week from any computer with Internet access as long as the Web Server is accessible. Accessing WebStaff is a simple as directing your browser to the WebStaff home page and logging In using your TeleStaff User ID and Password. Once connected, the web server connects to your organization's TeleStaff database to provide real -time data access similar to using a TeleStaff client workstation or accessing TeleStaff by telephone. 3. NAVIGATION The very nature of the web provides WebStaff users with navigational features not available in TeleStaff. Using WebStaff, users are one click away from all major functions. A convenient menu on every page provides immediate access to other functions. All web pages resize automatically based on your computer's screen definition (support for PDA, WAP upcoming), and the WebStaff roster scrolls one line and a time. VVTBstaff 4. CUSTOMER DEPLOYMENT WebStaff is available in two options, Customer Hosted or PDSI Hosted. There are advantages to both, depending on the organization's need. With the Customer Hosted model, PDSI provides only the WebStaff application software and the customer is responsible for installing it on a web server and managing all access to the application. Internet security becomes the responsibility of the customer since there is no interface in this model to PDSI's web server infrastructure. Customer Hosting is an ideal option for those customers with an existing web server environment and capable resources to manage it. Under this option, the customer licenses WebStaff from PDSI and can optionally purchase maintenance and support that provides functional helpdesk support and enhancements to WebStaff. In order to host WebStaff: ➢ Customer must have or deploy an appropriate Web Server The Web Server must be capability of running Java Serviets The PDSI Hosted option Is ideal for customers without an existing web server infrastructure and /or availability of resources to manage one. Under this option, the WebStaff application resides on a secure web server cluster maintained and managed by PDSI. The WebStaff application communicates across a secure VPN (Virtual Private Network) pipe to the customer's TeleStaff database server. Customer setup is designed to be simple but may be complicated by existing intranet/internet infrastructure. In general, however, the following steps will be taken to deploy WebStaff in this model: Y Customer must have constant Internet access (highest speed possible without dial -up) 'r Customer must have a static and public IP address Customer must provide PDSI with the address of its public IP and TeleStaff database IP PDSI will procure SonicWall's Telecommuter firewall hardware for each customer and will configure the firewall using specified IP addresses PDSI will deliver the configured firewall with Installation Instructions to the customer and will be available by telephone for assistance- If required v For more complicated installations, PDSI will provide the customer with access to one of our networking service partners. WEBstaff 5. WEBSTAFF PRICING • Firewall hardware (if necessary) to ensure secure connection between PDSI server farm and customer's TeleStaff database • PDSI Technical Support for the customer configuration of the firewall • PDSI setup of customer access to the server farm • Technical support required to make WebStaff operational • Training support for WebStaff via the helpdesk OPTION 1 Cost for PDSI- Hosted Model: $5,760.00 /Annually Includes a 1 -month FREE trial, beginning 1" day WebStaff is connected. Pricing for the PDSI Hosted WebStaff option consists annual and renewable service fee. The annual service fee provides each customer employee with web access to the TeleStaff application. OPTION 2 Cost for CUSTOMER — Hosted Model: $ 15,000.00 — On Time License Fee $ 3,000.00 - Annual Maintenance Fee Note: If you decided to purchase the CUSTOMER Hosted Model please contact your Implementation manager and a software purchase agreement will be sent to you. 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I ' , pORRERS CONAEN94T10NAH0 x Y 1 L ' A RNP`amAr LOJW.JTY MC272417129 06/23/04 06/23/05 E.LIACRACCIREM 131000000 EL OIREALI • EA lMALOT[G $ 1000000 1 E.L OILWE -POLICY LNIT 51000000 OTHER 00513 PTATJ OF OAFAATNNRARGT1011RNFHIDL CSCL UIIdL9 AODGR BY INDdg1AHENTfa1ECML P{OMNDNtl CERTIFICATE HOLDER ri ADOnR]MALAVSN[EO; MLUAIe IlT1ER: CANCELLATION TAM&PT aAGM1R nNY OF THl AaOYE DCPGRpAA [D pA Ra AAKEW![FAY>Al TMI RN[eAfl cATf HEREOF, THE ISSYMOINSUnFa S{L, WiI NIIR'1cA NO,Nr td TNe ClRTRATEN DSdTpE Santa Ana Vivo Department 1029 IInOS 11r6Ie Santa Ana CA, 92106 Page 1 of 1 Jacquez - Nares, Patricia From: Gee, Connie Sent: Tuesday, April 11, 2006 12:15 PM To: Jacquez- Nares, Patricia Subject: FW: PDSI Principal Decision Systems FYI - - - -- Original Message---- - From: Sheedy, Laura Sent: Tuesday, April 11, 2006 11:22 AM To: Gee, Connie Cc: Watson, Bill Subject: PDSI Principal Decision Systems Hi Connie This is another Consultant that does not require General Liability insurance. You can process the DPV submitted by Fire. Bill, will you make sure the Workers Comp insurance is filed. Thank you Laura 4/11/2006