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HomeMy WebLinkAboutE COMPLIANCE 1D -2011pv? ?- J l? INSURANCE ON FILE WORK MAY PROCEED NTIL INSURANCE EXPIRES CLF-RK ecomnce -Services Agreement A-2011-177 The following agreement was entered into this day, August ? , 20? ? ("Effective Date"), between the City of Santa Ana, a charter city and municipal corporation of the State of California ("Client") and eCompliance, Inc., a California corporation ("eCompliance"). RECITALS A. The parties entered into Agreement N-2003-051, dated May 9, 2003, (hereafter said "Agreement") by which eCompliance has provided computer database services for the submittal of forms and data related to hazardous materials disclosures and Business Emergency Plans ("BEP") and Underground Storage Tanks ("UST"), via the Internet. ? B. Client also uses eCompliance products and services for the management and maintenance of three (3) emergency response laptops that are synced with online databases via the Internet. These laptops provide emergency responders accurate and timely hazardous materials inventory information. C. Client now wishes to integrate its online application with that of the Orange County healthcare Agency ("OCHCA"), to develop data synchrony routines between its online database and that of OCHCA, to continue to ad digital signature capability to its online submissions. D. eCompliance possesses the skill, experience, ability, background, - -and knowledge to provide the services described in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 0 Enhance existing UST and BEP Inspection management module i. TECHNICAL, OPERATIONAL AND TRAINING SERVICES In consideration of the Fees for Services set forth in Attachment A and payable hereunder, eCompliance agrees to provide technical, operational and training services needed to implement the enhancements to the product, including but not limited to remote technical assistance and consultation to the Client staff and regulated facilities in Client's jurisdiction via telephone or email during the hours of 9:00 a. m. to 5:00 p.m. PST Monday through Friday excluding holidays. eCompliance shall: • Migrate Clients existing online database to OCHCA • Develop Data Synchrony routines between OCHCA and Client databases • Implement digital signature capabilities to Client online application • Manage and maintain three (3) emergency response laptops containing data synchronized with the online databases. 2. COMPENSATION TO ECOMPLIANCE Client shall pay eCompliance for services upon mutually agreed completion of the data synchronization project in the amount of $20,000. Maintenance costs thereafter shall be in the amount of $? 0,000 annually and shall include services in accordance with Attachment A and incorporated herein by reference. Prices will not increase for the first three years of service, ending Julys , 20? 5, and, thereafter, price increases require thirty (30) days written notice. The total price increases for these services for the Product during the course of any year shall not exceed 5% of the prior year's price. 3. TERM The initial term ("Initial Term") of the Agreement shall be for four (4) years from Effective Date, August ? , 20? ? through July 30, 20? 5 and may be extended thereafter for successive one (?) year terms. 4. TERMINIATION This Agreement may be terminated by Client at the end of the Initial Term or any successive Term by written notice no later than 30 days prior to the end of the term. 5. CONFIDENTIALITY It is understood that during the course of the Agreement, eCompliance and its employees may be exposed to data and information which is confidential and proprietary to the Client. All such data and information (hereinafter "Client Confidential Information"), written or verbal, tangible or intangible, made available, discloses or otherwise made known to eCompliance and its employees as a result of Services under this Agreement shall be treated as confidential by eCompliance and shall be the sole property of Client. 6. WARRANTY and LIABILITY DISCLAIMER eCompliance makes no other representations or warranties of any kind, except as provided herein, nor are any such warranties to be implied with respect to the services furnished hereunder. eCompliance and/or its respective suppliers make no representations about suitability, reliability, availability, timeliness and accuracy of the information, software, and services contained in the Product for any purpose. eCompliance and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, software, and services, including all implied warranties and conditions of merchantability or fitness for a particular purpose. In no event shall eCompliance and/or its suppliers be liable for any indirect, punitive, z incidental, special, consequential damages whatsoever Including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Product, with the delay or inability to use Product or related services, the provision of or failure to provide services, or for any information, software, and services obtained through the Product, or otherwise arising out of the use of the Product, whether bases on contract, tort, negligence, strict liability or otherwise, even if eCompliance or any of its suppliers has been advised of the possibility of damages. 7. MISCELLANEUOS This Agreement shall be governed by, and construed in accordance, with the laws of the State of California. This Agreement, together with any exhibits and/or appendices, attached hereto, contains the complete and exclusive understanding and agreement of the parties with respect to its subject matter and supersedes, merges and replaces prior writings, discussions, and understandings relating to such subject matter. This Agreement may only be amended by a written agreement duly executed by authorized representatives of both parties. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date indicated below. ATTEST: /'YI ??? -? ? fwiz?,i Maria D. Huizar Clerk of the Council C1T-_ OF SANTA ANA e Paul Walters Interim City Manager APPROVED AS TO FORM: Joseph Straka Interim C't?Attorne ?^ ?,??'? ,_ By: Meliss rosthwaite Deputy City Attorney APPROVED AS TO CONTENT: David Thomas Fire Chief C SULTANT: Bijan F uladi Presid nt, eCompliance ATTACHMENT "A" eCompliance Service Agreement One time set up fee for the data synchronization project On- going Fees for Service Includes: • Maintenance of Laptop configuration (3) • Support for all software components, third party to include Google Earth layers, Haztrakr, eCompliance.NET, PEAC and the Replicator. • Technical and operational support to the Fire Department for all hardware and software issues related to HAZMAP. Annual rate August 1 201 1 -July 30 201 2 Annual rate Aug 2012 through July 30, 2015 Payment Schedule: Description Milestone/Date One-Time Setup Fees Signing of Agreement Upon Integration into esubmit Ongoing Fees for Service are due on August 1 of each calendar year. Amount $1 0,000 $1 0,000 COMMERCIAL GENERAL LIABILITY INSURANCE SHALL REMAIN CURRENT AND PROVIDED TO THE CITY OF SANTA ANA UPON RENEWAL. CGL Insurance is requires when the Consultant will be performing services on City Property or receiving City grant funds. A $1 ,000,000.00 per occurrence policy is required. $20,000 $3,000 $10,000 per year a POLICY NUMBER: PPS03480847 COMMERCIAL GENERAL LIABILITY CG 20 7 0 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED PERSON OR ORGANIZATION This endorsement modifies Insurance provided untler the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Parson(s) Or Or anization s Locations Of Covered O orations The City of Santa Ana and its officers, agents, and employees are additional AS PER CONTRACT 20 Civic Center Plaza Santa Ana CA 92701 Information re wired to com lets this Schedule, if not shown above will be shown in the Declarations. A. Section 11 -Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; In the performance of your ongoing operations for the additional insureds) at the location(s) designated above. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insureds) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in pertorming operations for a principal as a part of the same project. CG 20 10 07 04 ®ISO Properties. Inc.. 2004 Page 7 of 1 POST ir?? CERTIFICATE OF LIABILITY INSURANCE DATE (MM/OD/YYYY) Ai ?? 7/27/2011 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATNELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. TH13 CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: IT the certlflcate holder le an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subJect to the terms and conditions of [he policy, ce rtaln policies may require an endorsement. A statement on this certlflcate does not confer rlghta to the certlflcate holder in Ileu of such endorsements . PRODUCER ($59) 432_0222 C?OM FACT DlBuduo & DeFendis Insurance Brokers, LLC PRONE F ac N°' License #OE02096 P O BOX 5479 ,M,yL ADORE . . Fresno CA 93755-5479 P DGCER ECOMINC-01 , INSVRER $ gFFORDINO COVERAGE NAIL C INSVRED eCompllance, InC. INSURERA:Ma land Casual Ona Ottls Street INeuRERS:Harfford Ins. Co. Of The Midwest San Francisco, CA 94103- INSURERC:Phlladel hla Indemnl Insurance Com an 18058 INSVRER D - INSURER E IN E VVVCKA(it5 CERTIFICATE NIIM RFRe APVI¢Lr'fu NlLwatwo. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE POLICY NUMBER MMLICDY EFF NYYY LIM fTB GENERAL LIABILITY EACH OCCV RRENCE $ 1,000,00 A X COMMERCIAL GENERAL LIABILITY X PPS03480847 2/8/201'1 2/8/2012 PREMISES Ea occurrence $ 1 .000.00 ClA1MS-MADE O OCCUR MED EXP An ore, areon) $ 10,00 PERSONALS ADV INJURY $ E%GIUdBd GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,00 X POLICY PRO- LOC $ AUT OMOBILE LIABILITY D AS T( F COMBINED SINGLE LIMIT J// a OR (E9 accitlant) $ ANY AUTO LL OW E ` ,/ v/ - BODILY INJURY (Par person) $ A N D AUTOS ? ? BODILY INJURY (Per accltlent) $ SCHEDULED AVTOS `- PROPERTY DAMAGE $ HIREDAUros A M ' ' (Peracdaanp . CRO ( ?{WA{ Jg NON-OWNED AUTOS D!p$? ' Cj? $ ? y tOrr?y $ UMBRELLA LIAB OCCVR EACH OCCURRENCE $ eXCe$$ uAB CLAIMS-MADE AGGREGATE $ DEDUCTIBLE $ RETENTION $ WORKERS COM PEN$ATON ANO EM PLOYER$' LIABILITY X WC STAT U- OTH- B ECUTIVEY? B R LU ? N j A 51 WECLR6519 10/12/2010 10/12/2011 E.L. EACH ACCIDENT $ 1,000,00 OFFICER/MEM EXC OED (M a,Watory In NR) t E.L. DISEASE - EA EMPLOYE $ 1,000,00 yy DESCRIPTION OF OPERATIONS below E.L. DISEASE -POLICY LIMIT $ 1.000,00 C Professional Liability PHSD626031 6/11/2011 8/11/2012 55,000 Ded $1,000,00 A Hired Auto/Non-Owned Auto PPS03480847 1/8/2011 2/8/2012 51,000,00 DESCRIPTION OF OPERATIONS /LOCATIONS / VEHIC LE9 (Attach ACORD 101, Atltlltlgnal Remarks Schetlule, H more space le required) The City of Santa Ana, Its offl cars, agents, volunteers and employees shall be named es addltlonal Insured per the attached endorsement CG2010 0704 GCKT IFIGAT E HOLUtK CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana its officers agents THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELNERED IN YOlu Rtt)ers and employees ACCORDANCE WITH THE POLICY PROVISIONS. 2D CINC Center Plaza Santa Ana, CA 92701- AUTHORIZED REPRESENTATVE V ?? © 1988-2009 ACORD CORPORATION. All rights reserved. ACORD 25 (2009/09) The ACORD name and logo are registeretl marks of ACORD