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HomeMy WebLinkAboutCHOW, EDWARD-2012INSURANCE ON FILE N - 2OI2- `F WORK MAY PROCEED UNTIL INSURANCE EXPIRES CLERK OF COUNCIL DATE- AGREEMENT FOR PROVISION OF F M S0> ON-CALL CONSULTING SERVICES p•• R. ce_Prr ' THIS AGREEMENT, made and entered into this 171h day of September, 2012 by and between Edward Chow (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 desires to retain a consultant having special skill and knowledge in the field of Lawson Financial Software to provide implementation and support services to assist the City in effectively and efficiently utilizing the Lawson system. B. Consultant represents that he is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that he is knowledgeable in his 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: SCOPE OF SERVICES Consultant shall provide consultation and advice with regard to the Lawson Financial System, in order to allow the City to utilize the Lawson tools available to the fullest extent- Services may include system and business process analysis, design, implementation, configuration, interface and reports development, training, documentation, troubleshooting and support. All services shall be provided at the written request of the Executive Director of Finance and Management Services, or his designated representative. 2. DELIVERY OF WORK PRODUCT -OWNERSHIP Consultant warrants and represents that he has the absolute right to enter into and perform this Agreement and will perform his obligations hereunder in accordance with standards and practices prevailing in the industry. Consultant's contribution to the Project, including works to be produced by Consultant hereunder, will not infringe or misappropriate the proprietary or personal rights of any third person or party. Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted and produced in a form compatible with City's information systems, as agreed between the Project Manager and Consultant. Any and all material produced as a deliverable under this Agreement, including but not limited to records, papers, drawings, specifications, programs, systems and other materials prepared by Consultant, shall be the property of the City, and may not be copyrighted without prior review from the City. Further, whether copyrighted or not, Consultant shall award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, aroyalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, an hourly rate of $115.00 for services provided remotely and $125.00 for services provided on site. Remote services shall be engaged for a minimum one hour per engagement and billed in increments of one hour- On-site services shall be engaged for a minimum of sixteen hours per engagement and billed in increments of one hour. The total sum to be expended under this Agreement shall not exceed $25,000.00 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. 4. TERM This Agreement shall commence on the date first written above and terminate on June 30, 2013, unless terminated earlier in accordance with Section 13, below. The term of this Agreement may be extended by a writing executed by the Executive Director of Finance and Management Services and the City Attorney. 5_ 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 takes. 6. INSiTRANCE Prior to undertaking performance of work under this Agreement, Consultant shall obtain, and shall maintain throughout the duration of this Agreement, business automobile liability insurance, or equivalent form, with a combined single limit of not less than $500,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. Certificates of insurance evidencing the above coverage shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. The policy shall state that the insurance shall not be cancelled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 7. 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 death, and claims for property damage, which may arise from the negligence, recklessness or willful misconduct of the Consultant or its contractors, subcontractors, agents, employees, or other 2 persons acting on their behalf which relates to the services described in section 1 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. 8. 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 of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City_ 9. 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. 10_ 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 facsimile 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 92702-1988 facsimile (714) 647-6956 With courtesy copies to: Finance and Management Services Agency Information Services City of Santa Ana 20 Civic Center Plaza (M-42) P.O. Box 1988 Santa Ana, California 92702 facsimile (714) 647-5486 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. BOX 1988 Santa Ana, California 92702 facsimile (714) 647-6515 To Consultant: Edward Chow 2537 Upper Terrace La Crescents, California 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 facsimile, 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. 11. 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. 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 hereof, 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 anyone acting on behalf of any party, which are not embodied herein. 12. 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. 13. TERMINATION This Agreement may be terminated by either party upon thirty (30) days written notice of termination to the other party. 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 case such work product shall be the property of 4 the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. However, any use of unfinished work product shall be at City's sole risk. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 14. 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. 15. •IURISDICTION -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. 16. 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 of the 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 his inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17 .. 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. b. Captions and headings in this Agreement, including the title of this Agreement, are for convenience only and are not to be considered in construing this Agreement. c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. /// /// 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: ?-??e?ititii? ? ?/i(d2?/ MARIA D. HUIZAR Clerk of the Council CITY OF SANTA ANA ?n???o0c o? ?, AUL M. WALTERS ity Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: C.ca?c.?.cZ-'? ? Laura Sheedy Assistant City Attorney R?yECOMMENDED FOR APP?RO-VAL: FRANCISCO GUTIERREZ "? Executive Director - FMSA CONSULTANT S, EDWARD S. CHOW 6 .: _ Interinsurance Exchange of the Automobile-Club ®: Automobile Insurance Policy Coverages and Limits Renewal Declarations We are pleased to offer you a renewal for your automobile insurance policy. To renew your policy, send at least the minimum payment on or ? before the due date. Insurance is in effect only for the vehicles, coverages, and limits of liability shown on this declarations page and as set $ forth in the insurance policy and endorsements. These declarations, together with the contract and the endorsements in effect, complete your policy. If any chahge to your policy or to the information we have on file results in a premium decreaseduring the policy period, the. a Interinsurance Exchange reserves the right to apply any refund due to your outstanding balance. r g NAMED INSURED (Item 1.) `" AUTO POLICY NUMBER: CAA 062566638 m CHOW, EDWARD S AND LINDA D 2537 UPPER TER GLENDALE CA 9'1214-2245 POLICY EFFECTIVE DATE: POLICY EXPIRATION DATE 01?'I-12 t2:ot A.M. O'1-3'1-'13 ?2:0? A. M. COVERAGES AND LIMITS ANNUAL PREMIUMS Coverage Is not fn eRect unless a premium or the word "included" is shown. COVERAGES LIMITS OF LIABILITY Vehicle 1 Vehicle 2 Vehicle 3 Vehicle Vehicle Liabi/ity Bodily Injury $500,000 each person/ $500,000 each occurrence Property Damage $500,000 each occurrence Medical Physical Damage (Actual Gash Value unless otherwise stated, less deductible) Vehicle 1 Vehicle 2 Vehicle 3 Vehicle Vehicle Comprehensive ACV ACV ACV (Less Deductible) $'100 $100 $L OO Collision ACV ACV ACV (Less Deductible) $500 $500 $500 Car Rental Expense (Per Day) NA NA NA Uninsured Motorist Bodily Injury - $500,000 each person/ $500,000 each accident Uninsuretl & Untlerinsuretl Vehicles Uninsured Deductible Waiver Uninsured Collision Total Premium - PREMIUM DISCOUNTS Please refer to the enclosed document entitled "Premi um Discounts Applied to Your Automobile Policy. "' If at any time you choose to pay less than the full balance outstanding, finance charges of up to 1.5°? per month of the balance outstanding will apply as explained in your billing statements, which are part of these declarations- " To see the annual mileage for your expiring policy, please refer to the "Notice of Annual Mileage" page contained in your renewal package. (l :p lt- IV F --D ??,. ?__ - . E201t Ofi,6 PROCESS DATE '12-26-1 ? PLEASE ATTACH TO YOUR POLICY ,ne„ (SEE REVERSE)