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Home My WebLink AboutPROFESSIONAL NETWORKING CONSULTANTS, INC. -2006 N-2006-074 INSURANCE NOi R;.,auOC\~~~ WORK MA~ en CLERK OF COUNCIL DAlE: 8.il-o~ ~",,\y) 0: FjII.~ ~...)(l.'/~" THIS AGREEMENT, is made and entered into this 30th day of June, 2006, by and between the City of Santa Ana, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ("City") and Professional Networking Consultants, Inc, ("Vendor" or "PNC"). AGREEMENT BETWEEN THE CITY OF SANTA ANA AND PROFESSIONAL NETWORKING CONSULTANTS, INC. WHEREAS, the City desires to retain the services of Vendor to provide the City with specialized support and maintenance of a computer connectivity system. THEREFORE, in consideration of their mutual and respective promises, the parties hereto do hereby state as follows; 1. Terms and Conditions The term of this Agreement shall be for a period of one year, beginning on I July 2006, and ending on or before 30 June 2007, with the option to exercise one-year renewals upon the written mutual agreement of the parties, exercisable by the City Manager and the City Attorney on behalf of the City. La Documents To Be Construed Together All terms and conditions set forth in the PNC's "Software License and Support Agreement," with "Additional Schedule A Licensed Programs and Telephone Support," shall have full force and effect in this Agreement. Said terms and conditions are attaehcd hcreto as Exhibit I and Schcdule A, respectively, and incorporated herein by reference. This Agreement, together with its attachments, reprcsents the complete and exclusive statement between the City and PNC, and supersedes any and all other agreements, oral or written, between the parties. In the event ofa conflict between the terms of this Agreemcnt 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 PNC. The parties agree that any terms or conditions of any anachment, purchase order or other instrument that arc inconsistent with, or in addition to the terms and conditiuns hereof: shall not bind not obligate PNC nor the City. 2. Scope of Services The Vendor shall provide products and services as defined in Exhibit I. The Vendor products and services will operate with no additional charges to the City with the CTC Bridge telnet emulator from Core Technologies as currently installed and operating in the City. 3, Compensation a. The City will pay to Vendor as tOlal compensation under this Agreement $7,150 for the one-year term of this agreement. 101'8 h. periods. Price for annual support snail be unchanged for each of the two rcnc\val option c. PNC shall invoice City thirty (30) days prior to commencement of serVIces, and annually thereafter. Payment by' City shall be made within thirty (30) days follO\ving receipt of proper invoice, subject to City accounting procedures. Im/Oiccs shall be mailed to: Finance and Management Services Agency Information Services Division City of Santa Ana, M-12 20 Civic Center Plaza P.O. Box 1988 Santa Ana, CA 92702 4, Independent Vendor Vendor is an independent Vendor and not an employee orlhe City. Vendor shall be responsible for the payment of all salaries, wages, bonuses, Social Security, \\lorkers Compensation, taxes, Federal and State Unemployment Insurance, and any and all taxes relating to the personnel furnished pursuant to this Agreement. Vendor is responsible for withholding State and Federal Income Taxes and F.I.C.A. taxes and shall provide Workers Compensation for its pcrsonnd. Thl: Vl:nuur shalI also comply with alllavis relating to employees, su(,;h as \vage and hour laws, safety and health requirements, and collective bargaining 1a\\-'5. 5. Notice Notin; ami \vrittL:rI communication Si:nt by one party to the other shall be personally delivered or sent by U,S. mail, postage prepaid, to the following addresses: If sent hy V cndor to the City: Finance and Management Services Agency Mr. Tom Gergen Inlurmaliun S yslems Manager City of Santa Ana Post Office Box 1988, M-12 20 Civic Center Plaza, Santa Ana, C/\ 92702 If sent by the City to Vendor: Mr. Patrick J. Madden President Professional Networking Consultants, Inc. 13301 Southwest Highway Orland Park, IL 60462 6, SubVcndurs None of the services included in this Agreement shall be assigned or transferred without the prior written approval orthe City Manager. Vendor shall he fully responsihle to the City for performance of snb Vendors. 20fB 7. Indemnification Vendor shall defend, indemnify and save harmless the City of Santa Ana. and its omcers. agents, and cmployees, from any and all claims, demands, suits, actions or proceedings of any kind or nature (including \vorkers' compensation claims and unemployment insurance claims) for damages to property and/or physical injury or death of any person in any way resulting Irom or arising out of the operations and acts of Vendor, its agents. empluyees or subVendors. in the performance of this Agreement. 8. Validity The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement. 9. La,,,,'s Governing this Agreement This Agreement shall be governed by and construed in accordance with the laws of the SLate of Calilurnia. Both parties further agree Lhat 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. 10. Exclusivity and Amendment of Agreement 1'hi5 Agrcemcnt, along \vith any and all rclated exhibits and attachments, supersedes all other agreements. either oral or written, between the parties hereto with respect to the retention of Vendor by the City, and contains all the covenants between the parties with respect to such employment. Eaen party to this Agreement acknowledges tnat no represcntations, inducements, promises or agreements, orally. or olherwise. have been made by any party, or anyone acting on behalf of any party which are not embodied herein, and that no other agreernt:Ilt or amendment hereto shall be effective unless executed in writing and signed by both the City and Vendor. IN WITNFSS WHFRFOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ~. //J ' ( . 4J,CA-C-U '. ATR1CIA Ie Hf.:ALY Clerk of the Cuuncil CITY J)A Vii) N. REAM City Manager APPROVED AS TO FORM: ( .J~~ \:S. :F1j~~?'~fV City Attorney RECOMMENDED FOR APPROVAL: ':\(\l'\~;" ~~,..) \';~. ~ Francisco Gutierrez. Executive Director Finance & -rvlanagement Services Agency PROFESSIONAL NETWORKING ~SVL T ANTS, INC. ~~(Jv~ (?~ (NAME (Title) ~ Tax ID#3t.- .3 f.J....).? 12.-- 3 ofS EXHIBIT I Professional Networking Consultants, Inc. Software Ucense and Support Agreement Professional Networking Consultants, Inc ( "licensor" ), agrees to grant, City of Santa Ana, ( "licensee" ). 20 Civic Center Plaza (address) Santa Ana (City) CA (State) 92701 (Zip) or (Mall Code), a non-exclusive and non-transferable license ( the "Agreement" ) to use the software products listed in Additional Schedule A, "licensed Programs and Telephone Support" (hereafter referred to as "Licensed Programs" ) on specified systems in accordance with the terms and conditions of this Agreement. This Agreement authorizes the Licensee to use the licensed Programs specified in Additional Schedule A Licensed Programs and Telephone Support. This is an object code license only. A separate Agreement or Additional Schedule A licensed Programs and Telephone Support is required for each host system and/or node added on which the licensed Programs will be used. 1. DURATION This Agreement will begin on on July 1, 2006 through June 30, 2007 with 2 (two) optional annual renewals 1.) July 1, 2007 through June 30, 2008 and 2) July 1, 2008 through June 30, 2009. This Agreement will be non-cancellable for July 1, 2006 through June 30, 2007 and subject to termination by either party upon no less than ninety (90) calendar day's written notice for each option period. licensor will refund the prepaid net amounts for periods 1.) July 1, 2007 through June 30, 2008 and 2.) July 1, 2008 through June 30,2009 as follows: discounted Annual license Charge of $7,15000, adjusted up by twenty five per cent (25%) to the Annual rate of $8,937.50, times one-twelfth times the remaining numbers of months plus ninety (90) calendar days written notice. (8937.5 X 1/12) X (Mos. Remaining + 90 days) Licensor may terminate this Agreement If the licensee fails to comply With the terms and conditions of this Agreement. Licensee agrees upon such termination to return to Licensor or destroy the licensed Programs together with all copies, modifications, and merged portions in any form, as the licensor may direct. 2. COPYING AND USE OF LICENSED PROGRAMS The Licensed Programs, which are provided by licensor in machine readable form, may be copied in whole or in part, in machine readable form in sufficient number for use by the licensee for backup, archival purposes, disaster recovery testing and disaster recovery purposes only. The original and any copies of the licensed Programs shall be and will remain the property of the licensor and shall be governed by this Agreement. 3 CONFIDENTIALITY (a) Licensee shall not sell, transfer, publish, disclose, display or otherwise make available to others the Licensed Programs or copies thereof. licensee acknowledges that the Licensed Programs contain the trade secrets of licensor. Licensee agrees to secure and protect the Licensed Programs and copies thereof as well as the trade secrets contained therein In a manner consistent with the maintenance of licensor's rights therein and to take appropriate action by Instruction or agreement with its employees to satisfy its obligations hereunder. Licensee further agrees to restrict disclosure of the licensed Programs and the trade secrets contained therein to Its employees on a need to know basis only. (b) Violations of these provisions shall be the basis for immediate termination of this Agreement. Termination of the Agreement shall be in addition to and not in lieu of any other legal or equitable remedy available to Licensor. 401'8 4 LIMITED WARRANTY THE LICENSED PROGRAMS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABiliTY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAMS IS WITH THE LICENSEE. Licensor does not warrant that the functions contained in the Licensed Programs will meet Licensee's requirements or that the operation of the licensed Programs will be uninterrupted or error free 5. LIMITATIONS OF REMEDIES In the event the Licensee encounters a defect in the Licensed Programs, the Licensor will make its best effort to resolve such defect in a timely manner. licensor's liability to Licensee for damages resulting from Licensor's breach of this Agreement or from any defect in Licensor's software shall be limited and never exceed the sum of the Licensed Programs listed and paid, including taxable court costs and attorney's fees. In no event will licensor be liable for any damages, including any lost profits, or other incidental or consequential damages arising out of the use or periormance of the Licensed Programs. 6 GENERAL (a) Licensee acknowledges that it has read and understands thiS Agreement and agrees to be bound by its terms. Licensee further agrees that this is the complete and exclusive understanding of the Licensor and Licensee, and that the Agreement supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except with the written consent of the parties. (b) This Agreement shall be interpreted and governed by the laws of the State of California. (c) The Waiver or failure of either party to exercise any right provided for herein shall not be deemed a waiver of any other rights hereunder. (d) No action, regardless of form, arising out of this Agreement may be brought by the Licensee more than one (1) year after the cause of action has arisen. (e) Each party shall have the right to collect from the other party, its reasonable expenses incurred in enforcing this Agreement, including all attorneys' fees. (f) If any of the provisions, or portions hereof of this Agreement are held invalid under any applicable statute or law, they are to that extent to be deemed omitted and the other provisions herein set forth shall remain in full force and effect. (g) This Agreement becomes effective when signed the by Licensee and delivered to and accepted by an authorized Licensor representative. (h) Any unauthorized modification made by the Licensee to the Licensed Programs, renders any and all warranties made herein by Licensor null and void. 7. SUPPORT The Licensor agrees to provide telephone support for the products listed on Additional Schedule A Licensed Programs and Telephone Support on a 5/9 , 5 (five) day per week, 9 (nine) hour per day basis between the hours of 8:00 A.M. and 5:00 P.M CST. For telephone support outside the hours of 8.00 A.M. and 5:00 P.M. the schedule set forth below applies. Support can only be upgraded on the anniversary of this Agreement. If Licensee elects to upgrade support, such upgrade must be done via certified mail written notice to Licensor 60 (sixty) calendar days prior to the Agreement's anniversary date Charges for extended support are listed below in the form of differentials that are to be applied to the annual license and Support Charges. Downgrades from extended hour coverage to basic 5/9 coverage would be accomplished via the same methodology as described above for upgrades. 5 ueg Hours of 9 hour 12 hour 16 hour 24 hour Support Differential Differential Differential Differential Coveraoe Charoe Charoe Charqe Charqe Mon. - Frldav 0% 25% 30% 42% Saturdav 9% 10% 12% 16% Sundav 11% 12% 14% 18% 7 Dav Total 20% 47% 56% 76% 8. DISPUTE RESOLUTION If a dispute arises out of or relates to either parties' performance or obligations under this Agreement, or a claim of default or breach is made, the parties agree to attend a face-la-face meeting convened by a mediator chosen by the parties in order to discuss in good faith a resolution of lhe issues before either party is entitled to file a lawsuit. 6 oj'S 9. NOTICE All notices under this Agreement shall be sent to the parties at the respective addresses below via certified mail. Licensor Patrick J. Madden President Licensee City Clerk City of Santa Ana 20 Civic Center Plaza (M-30) PO Box 1988 Santa Ana, California 92702 13301 Southwest Highway With Courtesy copy to Orland Park, IL 60462-1890 The United States of America Finance and Management Service Information Systems Division 20 Civic Center Plaza (M-12) P.O. Box 1988 Santa Ana, California 92702 10. 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