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HomeMy WebLinkAboutContracts & Agreements_109-99_CCv0001.pdf SOFTWARE SERVICES AND CONSULTING AGREEMENT This Agreement is made and entered into this 2nd day of November, 1999,by and between the City ofRedlands,hereafter referred to as"City," and Impact Technologies,Inc. located at 17442 Irvine Boulevard, Suite 201, Tustin, California, hereinafter referred to as "Consultant." I. Services. During the term of this Agreement, Consultant shall provide services which enhance,support and implement certain software owned by City and any third party on an as-needed basis as requested by City. 2. Scone. The services to be performed by Consultant under this Agreement shall include,but not be limited to,the Financial Management System and the Utility Billing System under the multi- value system commonly referred to as"PICK"which are more particularly described in Exhibit"A" which is attached hereto and incorporated herein by this reference. 3. Payment by City. City will provide a form of purchase order to Consultant which Consultant shall use to invoice City for services rendered pursuant to this Agreement on a semi-monthly basis. City agrees to approve and pay appropriate invoices from Consultant within twenty(20)days after City's receipt of same. 4. Term. The term of this Agreement shall be on a twelve-month basis, commencing on the date first written above and continuing until such time as this Agreement is terminated in accordance with Paragraph 5. 5. Termination of Agreement. Either party shall have the right to terminate this Agreement, without cause, upon giving thirty (30) days prior written notice to the other party. In the event of such termination, the City shall pay amounts due to Consultant in accordance with Paragraph 3 for work provided. F:'Wjmk,AgrcemcntsX50291e.wPd 6. Independent Contractor. Consultant is an independent contractor in the performance of the services provided for in this Agreement and shall furnish such services in Consultant's own manner and method and in no respect shall Consultant be considered an agent or"employee of City. 7. Nonassignruent. This Agreement is not assignable either in whole or in part by Consultant without the prior written consent of City. 8. Indemnification. Consultant shall hold City, its elective and appointive boards, officers, agents and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Consultant's negligent acts,errors or omissions under this Agreement. Consultant shall defend City and its elective and appointive boards, officers, agents and employees from any suits or actions at law or in equity for damages caused, or alleged to have been caused, by reason of any of the aforesaid negligent acts, errors or omissions. 9. Egual Opportunity Clause. Consultant shall not discriminate in its recruiting, hiring, promotion, demotion or termination practices on the basis of race, religious creed, color, national origin, ancestry, sex, age or physical handicap in the performance of this Agreement and shall comply with the provisions of the State Fair Employment Act as set forth in part 4.5 of Division 2 of the California Labor Code; the Federal Civil Rights Act of 1964, as set forth in Public Law 88- 352, and all amendments thereto; Executive Order 11246; and all administrative rules and regulations issued pursuant to such acts and order. 10. Waiver. Waiver by any party hereto of any term,condition or covenant of this Agreement shall not constitute the waiver of any other term, condition or covenant hereof. 11. Attorneys Fees. In the event any action is commenced to enforce or interpret any of the terms or provisions of this Agreement, the prevailing party in such action shall be entitled to an award of its reasonable attorney's fees, in addition to any other relief to which it may be entitled. F:ldjmlAg=n=ts150291e.%Vd 2 12. Modification. This Agreement shall not be modified except by written agreement of the parties. 11 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California. 14. Rights In Material. City hereby grants to Consultant a license to use Proprietary Software for the purpose of processing data in connection with the business of City. City reserves all marketing rights to all of its proprietary software, to any computer manufacturer, computer distributor,computer consulting firm,software house,service bureau,and/or organization engaged in providing computer related services for pecuniary gain or any other person,firm or individual as it is the intention of this Agreement Consultant shall use City's proprietary software only in connection with the business of the City. This Agreement shall not preclude Consultant from developing materials to enhance City's proprietary software irrespective of its similarity to materials that might be delivered to City pursuant to this Agreement. 15. Confidentiality. With respect to financial, statistical, and personnel data relating to city's business which is confidential, is clearly so designated and is submitted to Consultant by City in order to carry out its work this Agreement,Consultant shall keep such information confidential and shall instruct its personnel to keep such information confidential. With respect to technical data relating to the City's business which is confidential and which must be submitted to Consultant by City in order to Consultant to carry out its work under this Agreement, City shall list such data on a supplemental schedule to be made part of this Agreement. Consultant shall keep such data confidential and shall instruct its personnel to keep such data confidential. However, Consultant shall not be required to keep confidential any data, which is or becomes publicly available, is independently developed by Consultation outside the scope of this Agreement, or is rightfully obtained from third parties. In addition, Consultant shall not be required to keep confidential any ideas,concepts,know-haws,or techniques which during the course of this Agreement is developed by its personnel or jointly by Consultant and City's personnel. Consultant's obligation to maintain FAdjmkAgrecfftentsk5O291c-wpd confidentiality hereunder shall survive any termination of this Agreement. 16. Insurance and Indemnification. I A. Consultant shall maintain worker's compensation insurance and, in addition, shall maintain insurance to protect City from claims for damage due to bodily injury,personal injury and death, and claims for injury to or destruction of tangible property, while performing the Services required by this Agreement. Said public liability and property damage insurance shall be in a minimum combined single limit of$1,000,000,and in$2,000,000 in the aggregate. Consultant shall maintain professional liability insurance in the aggregate amount of S 1,000,000 with a minimum of $500,000 per occurrence. City shall be named as an additional insured under all policies for public liability, property damage and comprehensive automobile liability and professional liability insurance, and such insurance shall be primary with respect to City and non-contributing to any insurance or self-insurance maintained by City. Consultant shall provide City with certificates of insurance evidencing such insurance coverage prior to commencing the Services. B. Consultant shall indemnify, hold harmless and defend City and its elected officials, officers, agents and employees from and against all claims, loss, damages, charges or expense, to which it or any ofthem may be put or subjectedto the extent that they arise out of or result from any willful misconduct or negligent acts or omissions on the part of Consultant, its contractors, its suppliers, anyone directly or indirectly employed by any of them or anyone for whose acts or omissions any of them maybe liable in the performance of the Services required by this Agreement. 17. Documents and Databases. All documents,records,drawings,designs,costs estimates,electronic data files and databases and other Project documents developed by Consultant pursuant to this Agreement shall become the property of City and shall be delivered to City upon completion of the Services or upon the request of City. Any reuse of such documents for other projects and any use of incomplete documents will be at City's sole risk. FAdjmr Agreements\50291e.wpd 4 18. No Additional Compensation. If this Agreement is terminated by City, an adjustment to Consultant's compensation shall be made,but(1)no amount shall be allowed for anticipated profit or unperformed services,and(2) any payment due Consultant at the time of termination may be adjusted to the extent of any additional costs to City occasioned by any default by Consultant. 19. Entire Agreement. This Agreement,including the exhibits incorporated herein by reference,represents the entire agreement and understanding between the parties hereto as to the matters contained herein and any prior negotiations,proposals or oral agreement are superseded by this Agreement. Any amendment to this Agreement shall be in writing,approved by the City Council of City and signed by City and Consultant. City of Redlands B: Date- November 2, 1999 Mayor Attest: City lerk Imnact Technologies, Inc. r Title ? ILI Date Attachment: Exhibit "A" FAdjm1,Agreementsk5O29le.vvpd 5 imTV CITY OF RED DS EXHIBIT"A" SUPPORT LEVELS AND FEES: I. Consultant shall provide on-site support each week at a mutually agreed time for a minimum period of four (4) hours at the discounted rate of$95.00 per hour and will invoice City each bi-monthly period. 2. Consultant shall provide additional hourly on-site support as requested by the City, at the discounted rate of $95.00 per hour and Consultant will invoice City each bi- monthly period. 3. Either City and/or Consultant shall complete an Enhancement Request/Problem Log (ERPL)for each project. ERPL tracking numbers are listed on all invoices. 4. Consultant shall provide remote support via telephone and/or modem Monday through Friday from 8:00am to 5:00pm. Invoicing is done in 15-minute increments. 5. Consultant shall provide named primary and secondary on-site account managers to the City. In event, a new person is assigned to either the primary or secondary positions then the new person will be invoiced at 50% of the discounted rate for the first ten(10)hours on-site. 6. Special or emergency projects requiring additional resources will be invoiced at a mutually agreed rate but not to exceed the Full Service Support Agreement rate of $115.00 per hour. 7. Weekends and holidays have a four- (4) hour minimum, including travel time. Saturday's are invoiced at $115.00 per hour. Sunday's and holiday's are invoiced at $150.00 per hour. 171-42 Irvine Boulevard, Suite 201, Tustin, C"A 92780 o Phone: (714) 734-9802- Fax 1,71,41734-9832 www,ir,npac-t-tech-inc.com