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Home My WebLink AboutPRIORITY DISPATCH CORP. 2G 213D1S AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effeet Return form to the Sr. Deputy Clerk of the Council (M -30). Call 647 =5238 if-vou have_any questions. The agreement with ippV��'{MIJPU ZX Salk L No.Aj—a% 7—o,;0 was completed on and final payment has been made. Department: / Signature: Date: Revised 8 -7 -03 City of Santa Ana Clerk of the Council . . N-2007-023 ,tN:;LJF:;~.Ncr NO'! HF(Jl1li~LD \'~;CI\iv: r.r: Ii,\, !'i?OCElD CLEhK uF.~OUNCIL DATE, 31;m 10'1 CONSULTANT AGREEMENT 0: Fl)Q-) (b.Wra:.Of\J THIS AGREEMENT made and entered into this 29th day of January, 2007 by and between Priority Dispatch Corp., a Utah 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 and Consultant have previously entered into that certain ProQA License Agreement dated May 15,1997 (the "License Agreement"), whereby consultant has sold the city certain user rights for Consultant's proprietary emergency dispatch software, as specified in the "License Agreement". B. The City now desires to retain a consultant having special skill and knowledge in the field of software support for emergency dispatch software. C. Consultant represents that Consultant is able and willing to provide such services to the City, as specified in the "Basic and Extended Service plan" provisions ofthe License Agreement and as further provided under this Agreement. D. [n 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 rrom a professional consulting firm in this specialized field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth in the License agreement, the parties agree as follows: l. SCOPE OF SERVICES [n consideration of compensation, Consultant shall perform software support and maintenance for the Santa Ana Fire Department's ProQA Emergency Medical Dispatch Protocol Software, as set forth in the Basic and Extended Service Plan in the License Agreement. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, a license fee of$I,837.00, annually during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following the signing ofthis consulting agreement, 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 October 31, 2008, unless terminated earlier in accordance with Section 12, below. The parties acknowledge that Consultant has provided software support in anticipation of this Agreement since November I, 2006, which are included within the compensation set forth in this Agreement. The term of this Agreement may be extended upon a writing executed by the Fire Chief and the City Attorney and POc. 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. 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 oflaw; or (e) is independently developed by the Consultant without reference to information disclosed by the City. This provision is in addition to and not in replacement of confidentiality provisions of the License Agreement. 6. 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. 2 7. 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-] 988 telefacsimile (7]4) 647-6956 With courtesy copies to: Fire Department City of Santa Ana 120 W. Walnut Santa Ana, California 9270] te]efacsimile (7]4) 647-5779 and, City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box ]988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: Priority Dispatch Corp. 139 E - South Temple, Suite 500 Salt Lake City, Utah 84] ] ] Telefacsimile (801) 363-9144 Attn: Cheryl Collins A party may change its address by giving notice in writing to the other party. Thereafter, any 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 te]efacsimile, 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. 3 8. EXCLUSIVITY AND AMENDMENT This Consulting Agreement together with the License Agreement represent the complete and exclusive agreement between the City and Consultant, and supersede any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and The License Agreement, the terms of the License 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 these Agreements, shall not bind or obligate Consultant nor the City. Each party to these Agreements acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalfofany party, which are not embodied in these Agreements. 9. 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 ofthe City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. 10. TERMINATION This Agreement may be terminated by the City according to the terms of the License Agreement. 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 condition: Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 12. 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. 13. JURISDICTION - VENUE This Agreement has been executed and delivered in Orange County, 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 ofthis Agreement. 4 ,..' '.. 15. 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 ofthe terms ofthis Agreement, and shall indemniry 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. The ProQA License Agreement referenced herein, 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 {27A ~. DAVION. REAM City Manager -;/ - . ;.-!;.- cc.- <::t... PATRICIA E. HEAL Clerk of the Council APPROVED AS TO FORM: JOSEPH W. FLETCHER CitYA~ By: . ~~7 Laura ,gheedy Assistant City Attorney APPROVAL: CONSULTANT Fire A~~ j~ President Tax 10# 87-0447422 5