HomeMy WebLinkAboutE-NET Data Solutions LLC 4-. City of Santa Ana
~+ ~ Clerk of the Council
AGREEMENT TERMINATION
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Please complete this form when the attached agreement is no I
Return form to the Clerk of the Council Office (M-30). ~~r~~fPe~. ~~ 9~ Qd
Call 647-2520 if you have any questions. _
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The agreement with C _ ~~ _____________________________________________
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Revised 05-04-08 Date:
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INSURANCE ~ ON ALE
WORK MAY OOI PROCEED
CLERK OF COUNCIL
DATE: '1'~1-0'
0: COA (:t)(G.Lomel',)
THIS AGREEMENT macle and entered into this 1" day of .luly, 2006 by and between E-
NET Data Solutions LLC. a California limited liability company (hereinafter "Consultant"), and
the City of Santa Ana, charter city organized and existing under the Constitution and laws of the
Statc of California (hereinafter "City").
N-2006-0n
CONSULTANT AGREEMENT
RECITALS
A. The City desires to retain a consultant having special skill and knowledge in the field of
computer SUPPOlt services.
B. Consultant reprcscnts that Consultant is able and willing to provide such services to the
City.
C. In undertaking the perfOmlrl11Ce of this Agrccment, Consultant represents that it is
knowledgeable in its field and that any services performed by Consultant under this
Agreement will be performcd in compliance with such standards as may reasonably be
expected from a professional consulting tlrm in the field.
NOW THEREFORE, in consideration of the mutual and rcspcctive promises, and subject to the
terms and conditions hereinafter set forth, the partics agree as follows:
I. SCOPE OF SERVICES
Consultant shall perlorm 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 scrvices,
an hourly rate of $50.00. The total sum to be expended under this Agreement shall not exceed
$10,000.00 during the term oUhis Agreement.
b. Payment by City shall be made within thirty (10) 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 lirst written above and terminate on .lune 30,
2007, unless terminatcd carlier in accordance with Section 12, below. The term of this
Agreement may be extended upon a writing executed by the Deputy City Manager for
Development Services 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 prokssional manner in which
Consultant performs the services which arc the subject mailer 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
\vages, employcrls social security taxes, unemployment insurance and similar ta-'\es 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 subcontradors, jf any, to obtain and maintain insuram:e as
described below:
a. Commercial General Liability Insurance. Consullant shall maintain commercial
gem:ralliability insurance naming the City. its oHicers, employees, agents, volunteers and
representatives as additional insured(s) and shall include, but not bc limited to protection against
claims arising from bodily and personal injury, including death resulting therelrom and damage
to property, resulting frum any act Of occurrence arising out ofConsultanfs 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 automobilc liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage fur
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 allY
employer's liability insurance with limits not less than $1,000,000 per accident.
d. Prulessionalliability (errors and omissions) insnrance. with a combined single limit of
not less than $1,000,000 per claim.
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e. The following requirements apply to the insurance to be provided by Consultant
pursuant to thi s section:
(i) Consultant shall maintain all insurance required above in full force and
effect for tbe emire period covered by this Agreement.
(iil Certificates of insurance shall be furnished to the City upon execution of
this Agreement ami shall be approved in form by the City Attorney.
(iii) Certificates and policies shall state that the policies shall not be canecled
or reduced in coverage or changed in any other material aspect \vithout
thirty (30) days prior written notice to the City.
r. If Consultant fails or refuses to produce or maintain the insurance requiretl by this
see lion 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 ternlination shall not effect Consultant's right to be paid for its
time and materials expended prior to notification of termination. Consultant waives the rigbt 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 intlemnify and holtl harmless the City, its officers, agents,
employees, consultants, special counsel, and representatives trom 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 trom the
direct or indirect operations of the Consultant or its contractors, subcontractors, agents,
employees, or other persons acting on thcir behalf which relates to the services dcscribcd 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 relid 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 dlects, arising tram this Agreement. The Consultant fUl1her agrees to indemnify, hold
harmless, and pay all costs for the defense oflhe 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, Of 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 hom 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 uue 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 di:gree of care it uses to protect its own infurmation of
3
like importance, but in no event less than reasonable care. "Confidential Infoffilation" 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 diselosed 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 obligatiun of confidentiality; (d) is required tu be
disclosed by operation oflaw; 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 contlict 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 certitied mail. postage prepaid, or sent hy telel'acsimile or other
telegraphic communication in the manner provided in this Sectiun, 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 92701
Tclefacsimile (714) 647-6956
With courtesy copies to:
Community Development Agency
City of Santa Ana
20 Civic Center Plaza (M-25)
P.O. Box 1988
Santa Ana. CA 92702-1988
telelacsimile (714) 647-6549
and
City Attorney
City of Santa Ana
20 Civic Center Plaza (M-29)
P.O. Bux 1988
Santa Ana. California 92702
telefacsimiIe (714) 647-6515
4
To Consultant:
E-NET Data Solutions l.LC
Jorge Juan
8745 Chifney Lane
Riverside, Calilornia 92500
A party may change its address by giving notice in writing to the other party. Thereaner,
communication shall be addressed and transmitted to lhe new address. If sent by mail.
communication shall be elfective 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 senl by telefacsimile, communication shall be effective or
deemed to have been given twenty-four (24) hours after the time sellorth on the transmission
report issued hy the transmitting facsimile machine, addressed as set forth above. For purposes
of calculating these time frames, weekends, federal. slate, County or local holidays shall he
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 wTitten, 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 wrillen
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 hereor, 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 anyune 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 ConsultanL
Consultant may not assign, transfer, delegate, or subcontract any interest herein \vithout the prior
\vrittcn consent of the City and any such assignment, transfer, delegation or subcontract \vithout
the City's prior written consent shall be considered null and void. Nothing in this Agreement
shall be construed 10 limit the City's ability 10 have any of the services which are the subjectlo
this Agreement performed by City personnel or by other consultants retained hy City.
12, TER1VIINA TION
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 0 f such notice uf termination,
subject to the following conditions:
u. As a condition of such payment, the Executive Director may require Consultant to deliver
to the City all work product eompletcd as of such dale, and in such case such work product shall be
,
the properly of the City unless prohibitetl by law, and Consultant consents to the City's use thcreof
for such purposes as thc City deems appropriate.
b. Payment neetl not be made for work which fails to meet the standard ofpertormance
specitietl in the Recitals of this Agreement.
13, DlSCRIMINA nON
Consultant shall not discriminate because of race, color, creed, religion, sex, marital
status, sexual orientation, age, national origin, ancestry, or disability, as dcfined and prohibited
by applicable law, in the recruitment, selection, training, utilization, promotion, termination or
other employment related activities. Consullant affirms that it is an equal opportunity employer
anti shall comply with all applicable lederal, state and local laws and regulations.
14. ,JURISDICTION - VICNUE
This Agreement has bccn executed and delivered in the Statc of California and thc
validity. interpretation, pcrformance, and enforcement of any of the clauses of this Agreement
shall be determincd and governetl by the laws of the Statc of California. Both parties furthcr
agree that Orange County. California, shall bc thc 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
hereuntler and required by the laws and regulations of the United States, the State of Calilornia,
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, appro,,'als,
waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
16. MISCELLANEOUS PROVISIONS
a. Each undersigned represents and warrants that its signatnre hereinbelow has the powcr,
authority and right to hind their respective parties to eneh of the terms of this Agreement, and shaH
indemniJy City fully. induding reasonable costs and attorney's fees, for any injuries or damages to
City in the event that such authority or power is not, in lact, held by thc signatory or is withdrawn.
b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set
lorth in the body of this Agreement.
II
II
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year
first ahove written.
CITY OF SANTA ANA
ATTEST:
.' "A- .' /.
C_::?-~bC~~#"'~
PATRICIA E. HEAI.Y
Clerk of tile Council
~ dffi ~\
DAVI N. RE M
City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
~i J
By: -' .{ N~ ,(~?.-(,J;-4-j
Lau Sheedy (
Assistant City Attorney
sTJll/f:j~RDING
Deputy City Manager
for Development Services
CONSULTANT
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JORGE NELSON JUAN
Owner 6 - C/ A--2- f""'C'A:J.. '":<.
Tax 11)# 06'\ ...-Jl.Jb I ~
APPROVED AS TO CONTENT:
7
EXHIBIT A
SCOPE OF SERVICFS
Consultant will perform the following services:
1. provide network maintenance and support;
2. train and provide ongoing support to microcomputer users;
3. perform various projects containing net\vorking and applications of software
related tasks;
4. undertake various application software development projects; and
5. provide maintenance and support for various database applications.
COMPENSATION
Consultant shall be compensated $50.00 per hour, plus reimbursable items such as
parking. Totol compensation to be paid to Consultant shall not exceed $10,000 during
the term of this Agreement.
R
J<;XHlBIT B
ADDITIONAL INSURED ENDORSEMENT
FOR COMMERCIAl, GENERAL LIABILITY POLICY
Insurance Company
This endorsement modifies such insurance as is afforded by the provisions of Policy
# rclating to the following:
1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its
officers, employees, agents, volwlteers and representatives are named as additional insureds
("additional insureds") with regard to liability and delense of suits arising from the operations
and uses performed by or on behalf of the named insured.
2. With respect 10 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 shalluot 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
cfTeetive.)
, lhis endorsement form as a part of
Effective
Policy #
Issued to
Named Insured
Countersigned by
Authorized Representative
C)
Pa~e 1 _pf ~
Cert.Jlcate of Insurance
Sparta Program
N-2006-0n
Name Insured:
E _ Net Data Solutiom, LLC C/O Juan, Jorge
8745 Chifney Lane
Rnbidoux, CA 92509
Named Additional Insured:
SANTA ANA (SPARTA)
20 Civic Center Plaza PO Box 1988
Santa Ana CA 9270 I
Certificate #
Coverage
Limits
lleductibles
Terms &
Conditions
Exclusions
SSA05-tl035
SPARTA INSURANCE PROGRAM: CommerciabGcncral LiabiliIy - Hazard I
Contract Vaine: $25,000.00
Coverage Period: 4/27/2006 to 4/27/2007
Insurance Carrier: Essex Insurance Company
Master Policy: 3CS2884
Master Policy Effective Date: I 111512005 to expiration
$2,000,000 General Aggregate / $1,000,000 Each occnrrence / $1,000,000 Products/Completed operations /
$1,000,000 Personal & Advertising Injury/$50,000 Fire Damage / Medical Payments Excluded I Including
Non-owned Automobile Liability coverage for the city, COWlty or public entity only. No coverage is provided for th~
Certificate Holder. Coverage is limited to the insured operation covered by this certificate and for vehicles not owned
or hired by the city. county or public entity. .
$500 HI & PD Per Claimant Including Loss Adjustment Expense
$1,000.00 Prcminm (Fnlly Earned)
$32.25 Taxes (Fnlly Earned)
$l25.00 Certificate Fcc (Fnlly Earned)
$1,157.25 Total Amount
1. No Cancellations Allowed. Premium, taxes and fees are fully earned at inception.
2. Operations and Rating Based: Computer Software. Provide network maintenance support. Train provide ongoing
support. perfonn various projects containing networking & applications of software related tasks, Undertake various
applications software development projects & to provide maintenance support for database application. NO
ACCOUNTING FEATURES. TRAIN CITY EMPLOYEES ONLY.
3, Department: Conununity Development Agency
4. Additional Insured(s): Conununity Redevelopment Agency; Conununity Development Agency of Santa Ana, &
The Housing on to the policy.
5. No Professional Liability Coverage provided.
6. NON OWNED AUTO LIABILITY COVERAGE IS FOR (I) PRIVATE PASSENGER VEHICLE ONLY.
Asbestos, Assault & Battery, Employer Related Practices, Subsidence, lndependent Contractors, Pollution, Cross
Suit, Lead or Silica Dust, Mold or Bio-organic Growth or Mildew, PWlitive Damages, Animal, Breach of Contract,
Y2K Electronic Data, Medical Payments, War or Terrorism.
The insurance provided under this policy is limited to your work performed on behalf of the entity named as
"Additional Named Insured" above and doesn't extend itself to any other work perfonned by you or your
organization. Coverage is limited to the description of operations and rating bases listed in "Tenns & Conditions"
item 2,
Per the Master policy, a copy is available by written request to: Municipality Insurance Services, Inc., 302 W.
Cerritos Ave., Building #7, Anaheim, CA 92805
APPI~_UVJ:,D /,,:; 'i'o_, '-\
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302 W. Cerntos Ave Bldg# 7 Anaheim, CA 92805 (800) 420-0555 (714) 687-1100 fax (714) 687-1106 LicensesCA:OC04849; OR: 195423
Website address www.2sparta.com
Cert'Jlcate of Insurance
Sparta Program
.Page 2 of 2-
, . ,
Name Insured:
E _ Net Data Solutions, LLC C/O Juan, Jorge
8745 Chifuey Lane
Rubidoux, CA 92509
Named Additional Insured:
SANTA ANA (SPARTA)
20 Civic Center Plaza PO Box 1988
Santa Ana CA 92701
Certificate #
SSA05-0035
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Carol Frost f President
Municipality Insurance Services, Inc.
AI'PRU'v
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302 W. Cerritos Ave Bldg# 7 Anaheim, CA 92805 (800) 420-0555 (7\4) 687-1100 fax (714) 687-1106 LicensesCA:OC04849; OR:195423
Website address www.2sparta.com
ENDORSEMENT
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
NON-OWNED AUTO LIABILITY
This endorsement, effective on 4/2512006 forms a part of
(12,1l1A..M.SblldndTImt)
Policy Number: 3CS2884
Certificate Number: SSA05-0035
Issued To: E-Net Data Solutions, LLS. C/O Juan Jorge
By:
Essex Insurance Company
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIAIlILITY COVERAGE PART
SCHEDULE
COVERAGE
ADDITIONAL PREMIUM
Non-Owned Auto Liability
$ 250.00
Coverage applies only to The City or Santa.
Ana as limited by the specific
work performed under this certificate. No
coverage aftordcd to certificate holder
NON-OWNED AUTO LIABlLITV
The insurance provided under COVERAGE A (Section I) applies to "bodily injury" or "property damage" arising
out of the use of any "non-owned auto" in your business by any person other than YOll.
With respect to the insurance provided by this endorsement:
The exclusions, under COVERAGE A (Section I), other than exclusions a, b, d. f and i are deleted and the following
exclusions are added:
I. "Bodily injury"
(a) To an "employee" of the insured arising out of and in the course of employment by the insured; or
(b) To the spouse, child, parent. brother or sister of that "employee" as a consequence of paragraph (a)
above.
This exclusion applies:
(a) Whether tile insured may be liable as an employer or in any other capacity; and
(b) To any ubligation to share damages with or repay someone else who must pay damages because of the
injury.
Page I of2
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This exclusion does not apply to:
(a) Liability assumed by the insured under an "insured contract"; or
(b) "Bodily injury" arising out of and in the course of domestic employment by the insured unless
benefits for such injury are in whole or in part either payable or required to be provided under any
workers compensation law.
2. "Property damage: to:
(a) Property owned or being transported by, or rented or loaned to the insured; or
(b) Property in the care, custody or control of the insured.
WHO IS AN INSURED (Section II) is replaced by lhe following:
Each of the following is an insured under this insurance to the extent set forth below:
1. You;
2. Any partner or executive officer of yours, but only while such "non-owned auto" is being used in your
business;
3. Any other person or organization, but only with respect to their liability because of acts or
omissions of an insured under 1 or 2 above.
None of the following is an insured:
1. Any person engaged in the business of his or her employer with respect to "bodily injury" to any CQ-
"employee" of such person injured in the course of employment;
1. Any partner or executive officer with respect to any "auto" owned by such partner ofotlicer or a member
of his or her household;
3. Any person while employed in or otherwise engaged in duties in connection with an "auto
business", other t.han an "auto bll~iness" you operate;
4. The owner of a "non-owned auto" or any agent or "employee" of any such owner or lessee;
5. Any person or organization with respect to the conduct of any current or past partnership, joint venture, or
limited liability company that is not shown as a Named Insured in the Declarations.
The following additional definitions apply:
"Auto business" means the business or occupation of selling, repairing, servicing., storing or parking "autos".
"Non-owned auto" means any "auto" you do not own, lease, hire, rent or borrow which is used in connection with
your business. However, if you are a partnership a "non-owned auto" does not include any auto owned by any
partner.
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