HomeMy WebLinkAboutTASK FORCE SYSTEMS (2)INSURANCE MR ON FILE
WORK MAY NUPROCEED
CLERK OF COUNCIL
DATE APR 1 6 204
Sa Masoh
CONSULTANT AGREEMENT
THIS AGREEMENT, made and entered into this 1st day oflanuary, 2014 by and
G.V� between Task Force Systems, a company with its principal lace of business in Nevada. City,
�,en+tnsKy California, (hereinafter "Consultant' )" and the City of Santa Ana, a charter city and municipal
corporation organized and existing tinder the Constitution and laws of the State of California
(hereinafter "City ").
RECITALS
A. City received a grant through the State of California Emergency Management Agency
pursuant to the United States Department of Homeland Security Urban Areas Security
Initiative (`UASf ") finding program to assist in funding for the Orange County
Intelligence Assessment Center. Pursuant to funding from the grant, City desires to
retain a Consultant to provide maintenance and support, including but not limited to,
backing up existing databases and system code, applying upgrades and patches to the
current system; configuring upgrade capabilities, testing upgrades and patches to the
current system; and training for the System, Research and Analysis ("SR-A")
International Inc., Case Management System ( "CMS') and Investigations Products,
B. Consultant represents that it 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.
N- 2014 -042
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 perform those services as set forth in Exhibit A to this Agreement.
2. COMPENSATION
a. City agrees to pay, and Consultant agrees to accept as total payment for its services,
the rates and charges identified in Exhibit A. The total sum to be expended under this
Agreement shall not exceed $24,300 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.
3. TERM
This Agreement shall commence on the date first written above and terminate on May 31,
2015, unless terminated earlier in accordance with Section 12, below.
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, ajoint 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 work done under this agreement will be done by remote
access through VPN and that at no time will Consultant physically be present at City owned
property. If any of the representations about the location of the work change during the tern of
this Agreement, Consultant agrees that prior to undertaking further performance of work under
this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain
and maintain insurance as described below:
a. Commercial General Liability Insurance. Consultant shall maintain commercial
general liability insurance which shall include, but not be limited to protection against claims
arising from bodily and personal injury, including death resulting therefrom and damage to
property, resulting from any act or occurrence arising out of Consultant's operations in the
performance of this Agreement, including, without limitation, acts involving vehicles. The
amounts of insurance shall be not less than the following: single limit coverage applying to
bodily and personal injury, including death resulting therefrom, and property damage, in the total
amount of S 1,000,000 per occurrence, $2,000,000 in the aggregate. Such insurance shall (a)
name the City, its offices, employees, agents, volunteers and representatives as additional
insured(s); (b) be primary and not contributory with respect to insurance or self-insurance
programs maintained by the City; and (c) contain standard separation of insureds provisions.
b. Business automobile liability insurance, or equivalent form, with a combined single
limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for
owned, hired and non -owned automobiles.
c. Worker's Compensation Insurance. In accordance with the provisions of Section 3700
of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against
liability for worker's compensation or to undertake self- insurance. Prior to commencing the
performance of the work under this Agreement, Consultant agrees to obtain and maintain any
employer's liability insurance with limits not less than $"1,000,000 per accident.
d. If Consultant is or employs a licensed professional such as an architect or engineer:
Professional liability (errors and omissions) insurance, with a combined single limit of not less
than $1,000,000 per claim.
e. The following requirements apply to the insurance to be provided by Consultant
pursuant to this section:
0) 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 shalt not be canceled
or reduced in coverage or changed in any other material aspect without
thirty (30) days prior written notice to the City.
If Consultant fails or refuses to produce or maintain the insurance required by this
section or fails or refuses to furnish 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. Stich 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 acid 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: (1) 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
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; and (2) from any claim that personal injury, damages, just
compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects
arising from 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. 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 challenging the validity
of this Agreement, or 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 f-o n this Agreement. City may make all reasonable decisions with respect to its
representation in any legal proceeding.
CONFIDENTIALITY
If Consultant receives fi•om 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; (e) 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.
Consultant further agrees to maintain the safety and security of access to the City's
computer servers to the extent that the safety or security is compromised by Consultant's access
to the servers to carry out the terms of this Agreement. If there is a security breach of City's
servers or computer system of which Consultant becomes aware during Consultant's access to
the system or servers or otherwise as a result of Consultant's access thereto, Consultant will
notify City immediately (arid in no case less than 24 hours later).
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.
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 92702-1988
Fax 714- 647 -6956
With courtesy copies to:
and
To Consultant:
Chief of Police
Police Department
City of Santa Ana
60 Civic Center Plaza (M -96)
P.O. Box 1988
Santa Ana, California 92702
City Attorney
City of Santa Ana
20 Civic Center Plaza (M -29)
F.O. Box 1948
Santa Ana, California 92702
Fax 714 647 -6515
Ty Conway
Task Force Systems
11715 Winter Moon Way
Nevada City, CA 95959
A panty 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 telefacsimile, 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 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 or
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 is not embodied herein.
It. ASSIGNMENT
hnasmuch 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 the City upon thirty (30) days written notice of
termination without cause. 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 Chief of Police 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 the City unless prohibited by law, and Consultant consents to the City's use thereof for
such purposes as the City deems appropriate.
b. Payrnent need not be made for work which fails to meet the standard of performance
specified in the Recitals of this Agreement.
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 lacy, 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 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.
15. PROFESSIONAL LICENSES
Consultant shall, throughout the term o'Pthis Agreement, truaintain 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 its inability to obtain or maintain such permits, licenses, approvals,
waivers, and exemptions. Said inability shall be cause for termination of this Agreement.
16. RETENTION OF RECORDS
Consultant agrees to retain all records relating to this Agreement for a period of three (3)
years after City makes final payment.
1.7. CERTIFICATIONS
a. Audit Records - With respect to all matters covered by this agreement all records
shall be trade available for audit and inspection by Task Force Systems, the grant agency and/or
their duly authorized representatives for a period of three (3) years from the termination of this
Agreement.
For a period of three years after final delivery hereunder or until all claims related to this
Agreement are finally settled, whichever is later, Consultant shall preserve and maintain all
documents, papers and records relevant to the services provided in accordance with this
Agreement, including the Attachments hereto, For the same time period, Consultant shall make
said documents, papers and records available to City and the agency from which City received
grant funds or their duly authorized representative(s), for examination, copying, or mechanical
reproduction on or off the premises of Consultant, upon request during usual working hours.
b. Consultant shall provide to City all records and information requested by City for
inclusion in quarterly reports and such other reports or records as City may be required to
provide to the agency from which City received grant funds or other persons or agencies.
a. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of
federal funds roust comply with Section 504 of the Rehabilitation Act of 1973 (The Act).
Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives
assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be
excluded from the participation in, be denied the benefits of or be subject to discrimination,
including discrimination in employment, in any program or activity that receives or benefits from
federal financial assistance. The Consultant agrees it will ensure that requirements of The Act
shall be included in the agreements with and be binding on all of its contractors, subcontractors,
assignees or successors.
d. Americans with Disabilities Act of 1990 - (ADA) Consultant must comply with
all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable.
7
c. Political Activity - None of the funds, materials, property, or services provided
directly or indirectly under this agreement shall be used for any partisan political activity, or to
further the election or defeat of any candidate for public office, or otherwise in violation of the
provisions of the "Hatch Act ".
f.. Civil Rights Compliance and Notification of Findings - Consultant will comply,
and all its contractors (or subrecipients) will comply, with the nondiscrimination requirements of
the Omnibus Crime Control and Safe Streets Act of 1968, as amended, 42 USC 3789 (d), or
Victims of Crime Act (as appropriate); Title VI of the Civil Rights Act of 1964, as amended;
Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title It of the Americans
with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age
Discrimination Act of 1975; Department of Justice Non- Discrimination Regulations, 28 CFR
Part 42, Subparts C, D, E, and G; and Department of Justice regulations on disability
discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, Federal or State
administrative agency, or the Recipient makes a finding of discrimination after a due process
hearing on the grounds of race, color, religion, national origin, sex, or disability against a
recipient of funds, the Consultant will forward a copy of the 'findings to City which will, in turn,
submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of
Justice.
g. Consultant will comply, and all its contractors (or subrecipients) will comply,
with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal
Employment Opportunity," as amended by Executive Order 11375 of October 13, 1967, and as
supplemented in Department of Gabor regulations (41 CFR Chapter 60), as applicable.
h. Consultant will comply, and all its contractors (or subrecipients) will comply,
with all requirements of the Copeland "Anti- Kickback" Act (18 U.S.C. 874) as supplemented
in Department of Labor regulations (29 CFR Part 3), as applicable.
i. Consultant will comply, and all its contractors (or subrecipients) will comply,
with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a -7) as supplemented by
Department of Labor regulations (29 CFR Part 5), as applicable.
j. Consultant will comply, and all its contractors (or subrecipients) will comply,
with all requirements of Sections 103 and 107 of the Contract Work and Safety Standards Act
(40 U.S.C. 327 -330) as supplemented by Department of Labor regulations (29 CFR Part 5), as
applicable.
k. Consultant will comply, and all its contractors (or subrecipients) will comply,
with all applicable standards, orders or requirements issued under Section 306 of the Clean Air
Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act ('33 U.S.C. 1368), Executive
Order 1 1738, and the Environmental Protection Agency regulations (40 CFR part 15), as
applicable.
1. Consultant will comply, and all its contractors (or subrecipients) wilt comply,
with all requirements of the Energy Policy and Conservation Act (Pub. G. 94 -163, 89 Stat.
8
871), (53 CFR 8078, 8087, Mar, 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995),
as applicable.
m. Consultant agrees that the Department of Homeland Security shall have the
authority to seek patent rights for any process, product, invention or discovery developed and
paid for with funding through this Agreement.
n. Consultant may copyright any books, publications or other copyrightable
materials developed in the course of or under this Agreement. However, the federal awarding
agency, State Administrative Agency (SAA) and City reserve a royalty -free, non - exclusive, and
irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for
federal government, SAA and /or City purpose:
(1) the copyright in any work developed through this Agreement; and
(2) any rights of copyright to which the subcontractor purchases ownership with support
through this grant. The Federal govemment's, SAA's and City's rights identified
above must be conveyed to the publisher and the language of the publisher's release
form must ensure the preservation of these rights.
18. 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
fist above written,
ATTEST:
MARIA D, HUIZAR
Clerk of the Ccunci I
CITY OF SANTA ANA
<,,, r �, //"
DAVID CAVAZOS
City Manager
APPROVED AS TO FORM:
SOMA R. CARVALHO
City Attorney
By
Laura A. Rossini
Senior Assistant City Attorney
RECOMMENDED FOR APPROVAL:
CARI,OS ROJ
Acting Chief of Police
10
TASK FORCE SYSTEMS
Ty f°c�dYv
Contract
Tax 1D4
EXHIBIT A
T
'901e6geW J "Wwram5,40 vo,
Maintenance Task Order
Buyer Name: Santa Ana Police Department (SAPD) \ Orange County Intelligence Assessment Center
(OC'lAC)
Address: 60 Civic Center Plaza, Santa Ana, CA 92701
Buyer Contact: Sgt. Brian Sheldon
Phone Number: (714) 2445 -8748
E-mail Address: bshaldon@santa- ana.org
This is a Time and Materials type maintenance task order for a total cost of $24,300. TaskForce Systems shall
not perform services in excess of this amount.
Item I Maintain and patch the SAPD \OCIAC
systems current cavabilities
135.00
Period of Performance: Jan 1, 2014 — May 31, 2015
Note: The maintenance work outlined in Item I above will be spread out over the period of performance.
Place of Performance, TaskForce Systems offices and SAPD \OCIAC Servers via VPN access
Statement of Work
1. Background
TaskForce Systems is solely owned and operates! by Ty Conway. Ty Conway is the exelnSiFe support
provider for the System, Research and Analysis (SRA) International ins. Case Management System (CMS)
and investigations products. TaskForce Systems is dedicated to providing long term quality technical
support, maintenance and enhancement for SRA's CMS and Investigations products. TaskForce Systems
also specializes in IT services, consulting and software development.
2. Work to be Performed
"Task 1— Maintain and patch the systems current capabilities
TaskForce Systems will maintain and patch the current SRA CMS system capabilities.
The following specific tasks will be completed in order to implement Item 1:
• Develop system patches based on SAPDtOCIAC point of contact input.
• 'rest systems patches against current system.
• Coordinate patches to the system with the SAPDIOCIAC point of contact.
• Apply patches to current system.
3. Invoicing
Upon signed acceptance of this Task Order, TaskForce Systems will invoice Item 1.
Page I L)1'2
2014 SAPD/OCIAC Matme¢aaceTask Order
V
"InVOtlulanf sgiwarc S.fid'vns"
4. Access to Customer Systems and Personnel
Timely and successful completion of this proposal requires, and is predicated on, SAPD /OCIAC providing
TaskForce Systems with timely and efficient use or access to specific computing resources, communication
networks, system administrators, IT personnel, materials, and information.
Successful development and deployment of maintenance patches requires TaskForce Systems complete
access to the existing SAPD /OCIAC SRA CMS and Investigations systems and databases, and to the
computer engineering and maintenance personnel for software installation and configuration, SAPD/
OCLAC point of contact will also need to participate and contribute time to answering questions, reviewing
and testing. TaskForce Systems will work closely with the SAPD /OCIAC point of contact to properly plan
and communicate the patch delivery schedule. For those tasks requiring access to third party data, the
responsibility for securing necessary access, use permission and documentation rests solely with
SAPD /OCIAC personnel.
Successful implementation of the maintenance patches requires that the customer provide these above
mentioned items and services to TaskForce Systems in a timely manner. Failure to provide the services,
information, and access enumerated above within a mutually agreed upon schedule may cause delay in a
maintenance patch, and SAPD /OCIAC agrees to re- negotiate the contract to alter the deliverables schedule or
the costs associated with the affected deliverables as appropriate.
SAPD /OCIAC is responsible for compliance with applicable laws as well as for making proper determinations
in entering and maintaining data, including without limitation determinations of reasonable suspicion or
criminal predicate. TaskForce Systems disclaims all liability for any claims or damages of any nature,
including without limitation defamation or discrimination, resulting from SAPD /OCIAC's use or failure to
use the SRA CMS and Investigations systems or any component thereof.
Buyer shall verify contact information and return a signed copy of this Task Order back to 'FaskF'orce Systems by 1 /l/14. Any
reproduction of this Task Order made by reliable means (e.g., photocopy or facsimile) is an original.
Agreed and Accepted by:
I askForee Systems c/o Ty, `onway Buyer
Signature: Signat
Name: -ip- w,w.e.i Name
Title V,v4ent Title;
Date: 2e v Date:
j Or
TaskForce Systems Contract Administrator
Name: Ty Conway
Address: 11715 Winter Moon Way, Nevada City, CA 95959
Phone: 530.478.1450
Email ty(i taskt'orcesystems.com
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2014 SAPD /OCIAC Maintenance Task Order