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HomeMy WebLinkAboutOMEGA GROUP, THE 6 - 2014INSURANCE ON FILE WORK MAY PROCEED N- 2014 -032 UNTIL INSURANCE EXPIRES 8 -A r- /`F CLERK OF OF COUN' "�" 1 DATE` p�Rld 2 LU6� CONSULTANT AGREEMENT O'. Sao P D (ot/son Masan (Coat Senei,sbe HIS AGREEMENT, made and entered into this I st day of January, 2014 by and between Omega Group, Inc., a California 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 desires to retain a consultant having special skill and knowledge in the field of software maintenance and support for crime mappingTM and crime viewTM software. The software is used by the Police Department to provide a mechanism for crime analysis, crime mapping and to provide that crime mapping to the public by way of the City's website. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In 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 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: 1. SCOPE OF SERVICES Consultant shall provide telephone and remote service for crime mapping and crime view software 24 hours a day, 7 days a week upon the City's request or for updates and software issues identified by consultant. In addition, consultant will provide crime mapping to the public by way of an internet website. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, an amount that does not exceed $8,570.00 during the term of this Agreement. b. Payment by City shall be made within thirty (3 0) 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. 1 TERM This Agreement shall commence on the date first written above and terminate on November 17, 2014, unless terminated earlier in accordance with Section 12, below. However, for continuity of service, the parties intended to have this agreement include services provided since November 18, 2013. 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. INSURANCE Consultant represents that all technical support and maintenance is conducted remotely or by telephone and that consultant will not send any of its employees to City's property. As a result, evidence of commercial general liability, worker's compensation, and automobile liability insurance are waived. Notwithstanding, in order for consultant to remotely access City's secure network, City requires the following insurance: a. Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. b. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. c. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to famish 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 termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right 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 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 health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief 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 effects, arising from this Agreement. 7. 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. 8. 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. 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 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 Fax(714)647 -6956 With courtesy copies to: City of Santa Ana Police Department Attention: Chief of Police 60 Civic Center Plaza (M -97) MT4I P.O. Box 1981 Santa Ana, California 92702 Fax(714)245 -8090 City Attorney City of Santa Ana 20 Civic Center Plaza (M -29) P.O. Box 1988 Santa Ana, California 92702 Fax(714)647 -6515 To Consultant: Omega Group, Inc. 5160 Carroll Canyon Road #100 San Diego, CA 92121 -1775 Fax(858)450 -2590 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. 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 written, between the parties. In the event of a conflict between the terns 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 terns 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. 11. 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. 12. TERMINATION This Agreement may be terminated by either party upon thirty (30) days written notice of termination to the other party. 13. 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. 14. JURISDICTION - VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. 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 detennined 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. 15. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, continuing education, 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 her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. 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. All Exhibits referenced herein and attached hereto 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: f�MARIA D. HUIZAR Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney (� By A", LauraA. Rossini Senior Assistant City Attorney RE G MET E F R APPROV ,;. CARLOSROJAS Acting Chief of Police CITY OF SANTA ANA DAVID CAVAZOS City Manager CONSULTANT i�� Omega Group, Incorporated in o d, I?. Yl ke. l )p C (Name) eve - -';�'devxi" (Title) OMEGGRO -01 KGOAD A� °R° CERTIFICATE OF LIABILITY INSURANCE DAT31712014 Y) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: if the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the PRODUCER License Of OC36861 San Diego- Alliant Insurance Services, Inc. 701 B St 6th FI San Diego, CA 92101 INSURED The Omega Group Inc Stephanie Fimbres 5160 Carroll Canyon Rd 1St Fl. San Diego, CA 92121 -1775 Stephani G Compton %tJ619) 238 -1828 (AAIC Na:.(619) 699.2100 SCom pton @a ll iant.com INSURER(S) AFFORDING COVERAGE NAIC ft A: Federal Insurance Company 20281 e Travelers Property, Casualty Co of Amer 25674 CM /FRArFR CFRTIFICATE NUMBER- REVISION NUMBER: 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 CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREINISSUBJECTTOALLTHETERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, ___— - -r ILTR. TYPE OF INSURANCE INRP SUER POLICY NUMBER MM DD YEYVY MMIDYIYYVY LIMITS 60 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 1 EACH OCCURRENCE $ 1,000,000 8 1,000,000 • I X COMMERCIAL GENERAL LIABILITY X X 35797495WCE '_... 8127/2013 812712014 FIRE MAUL TG ISES (Ee ocalrence) J CLAIM S-MADE ILJ OCCUR MED EXP (Any one person) J $ 10,00 _L_ J PERSONAL &ADV INJURY II_$_ 1,000,000 GENERALAGGREGATE $ 2,000,000 GENLAGGREGATE LIMITAPPLIES PER', LPROOUCTS-COMP/OP AGG_ $__ 2,000,OOC POLICY PRO LOC $ OMOBILE LIABILITY COMBINED SINGLE LIMIT li (Ea accident). 1r000,O00 • ANVAU TO 74991759 8/27/2013 8/27/2014 BODY INJURV (Per person) ALL OWNED - SCHEDULED I AUTOS HX �OAUTOS NON -0VMJED HIRED AUTOS X I AUTOS PROP ! i .(Per $ $ X UMBRELLA IAB X ! EACH OCCURRE NCE _ $ 2,000,000 • _ EXCESS AB CLAMS -MADE 179822226 8/27/2013 8/2712014 AGGREGATE $ 2,000,000 _I _ $ DED I X RETENTION$ WORKERS T RY LIMITS OTH • EMPLOYERVUABILITY ANY PRO PRIETOR/PARTNERIEXECUTIVEY� EEDP D83539X975 1/28/20141 1/28/2015 DEL. EACH ACCIDENT -EL i$, __ 1,000,00 (Mandatory In NH) NIA I jE.L. DISEASE - EAEMPLOYEEI$ 1,000,000 If yyea, describe under DESCRIPTION OF OPERATIONS below E, L. DISEASE - POLICY LIMIT 1 $ 1,000,000 A Info & Tech E &O 35797495WCE ! 8/27/2013 812712014 ;Aggregate 2,000,000 I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space is required) Job: CrimeMapping and CrimeView; Santa Ana Police Department, 60 Civic Center Plaza, Santa Ana, CA 92701. The City of Santa Ana, its officers, agents, employees and respresentatives are additional Insureds, prima ry nQ�pg.�;,r�q��� Ibutory, walver of subrogation applies as respects to general liability per endorsements attached. APPROVE- �� 1 It lJiCiVir -v-- Laura/ A. Rossini nnTICInA TC Llfll n rc� O .-Jf • -------- nAKInCI 1 ATlnrl U 1988 -2010 ACUKU CUKPUKAI IUN. Alf rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City f Santa Ana Y THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Garrison Fradella 60 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 U 1988 -2010 ACUKU CUKPUKAI IUN. Alf rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD r] Liability Insurance cr -tue6 Endorsement Policy Period AUGUST 27, 2013 TO AUGUST 27, 2014 Effective Date AUGUST 27, 2013 Policy Number 35797495WCE Insured THE OMEGA GROUP, INC. Name oiCompany FEDERAL INSURANCE COMPANY Date Issued 8/27/13 This Endorsement applies to the following forms: GENERAL LIABILITY INFORMATION AND NETWORK TECHNOLOGY BLENDED LIABILITY INSURANCE Under Who Is An Insured, the following provision is added: Who Is An Insured Scheduled Person Or Subject to all of the terms and conditions of this insurance, any person or organization shown in the Organization Schedule, acting pursuant to a written contract or agreement between you and such person or organization, is an insured; but they are insureds only with respect to liability arising out of your operations, or your premises, if you arc obligated, pursuant to such contract or agreement, to provide them with such insurance as is afforded by this policy. However, no such person or organization is an insured with respect to any: • assumption of liability by them in a contract or agreement. This limitation does not apply to the liability for damages for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. damages arising out of their sole negligence. Schedule City of Santa Ana, its officers, agents, employees and representatives 60 Civic Center Plaza Santa Ana, CA 92701 Liability Insurance Addltlonal Insured - Scheduled Person Or Form 80-02- 2367(Rev. 8 -04) Endorsement APPROVED AS TO FORM ����rlte7 � L uia A. Ro531T1I Assistant City Attorney NE ct -lugs Liability Insurance Endorsement Policy Period AUGUST 27, 2013 TO AUGUST 27, 2014 Effective Date AUGUST 27, 2013 Policy Number 35797495WCE Insured THE OMEGA GROUP, INC. Name of Company FEDERAL INSURANCE COMPANY Date Issued $127113 This Endorsement applies to the following forms: GENERAL LIABILITY :n>rssai� .: : :arre.^semz.�t.�cmwcaR,wecza.s;. x»:wemre�x< �axttv alFaiassar�awcva:mx�. Under Conditions, the following condition is added: Conditions Other Insurance — If you agree, in a written contract, agreement or permit, to provide primary insurance for any Primary Additional person or organization included in Who Is An Insured, this Other Insurance — Primary Additional Insured Insured condition applies. If other valid and collectible insurance is available to the insured for loss we would otherwise cover under this insurance, our obligations are limited as follows, Primary Insurance This insurance is primary. We will not seek contributions from any other insurance available to the person or organization with whom you agree to include in Who is An Insured, except when the Excess Insurance provision applies. APPROVE, D AS TO FORM Excess Insurance �r This ra insuuce is excess over any other insurance, whether primary, excess, contingent or on any Ll�� � . �y�therbasis: Laura A. Rossini A. that is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar insurance for Assistant City Attorney your work; Liability insurance Other Insurance— Primary Additional Insured Form 8002 -2653 (Ed. 4-01) Endorsement Conditions Other Insurance - B. that is insurance that applies to property damage to premises rented to you or temporarily Primary Additional occupied by you with permission of the owner; Insured (continued) C. if the loss arises out of aheraft, autos or watercraft (to the extent not subject to the Aircraft Autos Or Watercraft exclusion); D. that is insurance: 1. provided to you by any person or organization working under contract or agreement for you; or 2, under which you are included as an insured; or E. that is insurance under any Property section of this policy. When this insurance is excess, we will have no duty to defend the insured against any suit if any other insurerhas a duty to defend such insured against such suit. If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of loss, if any, that exceeds the sum of the total: • amount that all other insurance would pay for loss in the absence of this insurance; and of all deductible and self - insured amounts under all other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not negotiated specifically to apply in excess of the Limits Of Insurance shown in the Declarations of this insurance. Method of Sharing if all of die other insurance permits contribution by equal shares, we will follow this method also. Under this method each insurer contributes equal amounts until it has paid its applicable limits of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the radii of its applicable limits of insurance to the total applicable limits of insurance of all insurers. All other terms and conditions remain unchanged. Authorized Representative Q �,, ' ea Liability Insurance Other Insurance— Primary Additional Insured lastpage Form 60-022659 (Ed. 401) Endorsement Page 2