HomeMy WebLinkAboutSt. VINCENT, MICHAEL 1- 2005
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INSURANCE NO. iLL
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CLEHK Cf COUNCIL
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THIS AGREEMENT, made and entered into this 4th day of April, 2005 by and between
Michael S. St. Vincent (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").
N-2005-054
CONSULTANT AGREEMENT
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
information systems technology, to review the current technology in use within the
Santa Ana Fire Department and make suggestions to make it more efficient and up to
date.
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 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, 2005, unless terminated earlier in accordance with Section 12, below. The term of
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this Agreement may be extended upon a writing executed by the City Manager 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.
S. 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. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
(i) Consultant shall maintain all insurance required above in full force and
effect for the entire period covered by this Agreement.
(ii) Certificates of insurance shall be furnished to the City upon execution of
this Agreement and shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
6. INDEMNIFICATION
Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives from liability for personal injury,
damages, just compensation, restitution, judicial or equitable relief arising out of claims for
personal injury, including 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
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section I of 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 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 ofthis 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 marmer 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 marmer 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:
Fire Chief
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City of Santa Ana
1439 S. Broadway
Santa Ana, California 92702
telefacsimile (714) 647-5779
and
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Box 1988
Santa Ana, California 92702
te1efacsimi1e (714) 647-6515
To Consultant:
Michael S. St. Vincent
P.O. Box 292939
Nashville, TN 37229
telefacsimile (888)453-1949
A party may change its address by giving notice in writing to the other party. Thereafter,
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 telefacsimi1e, 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. 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.
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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 c<ase such work product shall be
the property ofthe 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 ofthe 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.
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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:
CITY OF SANTA ANA
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P ~~~ICIA '~: H~A{~'/ '
Clerk of the Council
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6A VIDN.REAM
City Manager
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APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
By:-f:,;.I.. 'J-,~2~~..i; ,t(
Laura Sheedy'
Assistant City Attorney
RECOMMENDED FOR APPROVAL:
CONSULTANT
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'MICHAEL S. ST. VINCENT
Tax ID# 562519791
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EXHIBIT A
28 March 2005
Ms. Debra Kurita
Assistant City Manager
City of Santa Ana
20 Civic Center Plaza
Santa Ana, CA 92702
Michael S. St. Vincent
PO Box 292939
Nashville, TN 37229
(888) 453-1949
mstvincent@secure-idea.com
Ms. Kurita:
As we recendy discussed, the City of Santa Ana is planning to leverage the experience and support
capabilities of the centralized Information Systems (IS) division to make improvements within the
Fire Department. I appreciate your interest in providing me with the. opportunity to serve the City
through a review of existing systems and planning for the improvements to assist the City in
preparing the technology support plan. If the City decides to engage my services, the specific areas
for this effort would be:
Infrastructure review - In planning for improvements to City systems at the Fire
Department, a review of existing systems will help surface issues to address in a high-level
plan. With the assistance of appropriate City staff, I will collect general documentation to
determine the appropriateness and function of existing core computing systems and
networks. Interviews will provide detail that is not apparent in the documentation,
including near-term expected uses, future needs, utilization, and success/ failure histories
of equipment deployed. Outcomes include:
High-level diagram and inventory of Fire Department systems in-place
Identification of significant technology issues for immediate remediation
Technology risks and opportunities (obsolete systems, technologies reaching
end-of-life in industry)
Prioritized areas for improvement to support next -step upgrades
Fire Department Technology Plan - To provide requirements useful for the City in
developing and implementing new or improved services, documentation of the
requirements for the "desired state" systems will gathered or created. With the assistance
of the Fire Chief and/ or designated staff, I will distill the requirements for the desired
system including:
Documentation of technical objectives of City in support of the Fire
Department, including specific systems where identifiable
Technology risks and opportunities (potential concerns with deployment)
High-level diagram and inventory of systems after deployment
Prioritized areas for conversion and recommended plan
Specific Service Level Agreement (SLA) requirements for IS support
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With the interrelation of the research and analysis of these areas, I propose a single fee of $7800
for the services plus actual expenses incurred (estimated at $1900), subject to change should the
scope increase or decrease. If you would like to alter the scope of work before I start, I can revise
this number appropriately.
The project would start on 4 April 2005 and be complete within ninety days, with a planned onsite
visit to the City in May. This proposal assumes: .
Initial telephone interviews and transmission of materials via Internet and/ or
mail/ courier for preparation reviews
Three days of on-site visits to further meet with staff and direcdy observe
relevant City systems and operations
A period of integration and working draft(s) preparation, including transmission
of materials via Internet and/ or mail/ courier for fmal report reviews
A telephone conference call to present and discuss the report materials with the
appropriate City staff.
Any significant costs incurred due to specific negotiated contractual requirements may alter the
fees for the project; the final fee arrangement will be established by the statement of work and
contract.
While a number of technology lists, risks and recommendations are included in the outcomes,
these materials will generally be at a summary (executive) level and will not include detailed project
or implementation plans. Development of the materials into detailed project plans or requests for
proposals (RFPs) would be significant work over an extended period of time that would require
clear mandate before being generated. As such, detailed project plan~ or assessments are beyond
the scope of this proposed effort and may be requested as a subsequent work at the discretion of
the City. Additionally, the City is advised to recognize that my expertise is not in regulatory
requirements specific to fire services and requirements involving regulatory aspects of systems will
be based upon the discussions with the Fire Chief and other designated personnel.
I trust this oudine of services and outcomes is useful in determining the need for my support. I
have included a brief summary of my qualifications to allow you to assess my ability to meet your
needs. Please let me know if you have any questions or would like to discuss moving forward
with this work.
Sincerely,
Michael S. St. Vincent, CISSP
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